UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended March 31, 2008                
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission file Number: 0-11321

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UNIVERSAL AMERICAN CORP.(Exact name of registrant as specified in its charter)

|New York(State or other jurisdiction of
incorporation or organization)                                             |  | 11-2580136(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|Six International Drive, Suite 190, Rye Brook, New York 10573(Address of principal executive offices and zip code)
|(914) 934-5200(Registrant's telephone number, including area code)                                                

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Indicate
by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes    ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes    o    No ý

As of April 30, 2008, 70,859,678 shares of the registrant's common stock were issued and outstanding.



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TABLE OF CONTENTS

|        |  | Item                  |  | Description                                                                           |  | Page
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I  |  | Financial Information |  |                                                                                      
|        |  | 1                     |  | Financial Statements:                                                                 |  |     
|        |  |                       |  | Consolidated Balance Sheets                                                           |  | 4   
|        |  |                       |  | Consolidated Statements of Operations                                                 |  | 5   
|        |  |                       |  | Consolidated Statements of Stockholders' Equity and Comprehensive Income              |  | 6   
|        |  |                       |  | Consolidated Statements of Cash Flows                                                 |  | 7   
|        |  |                       |  | Notes to Consolidated Financial Statements                                            |  | 8   
|        |  | 2                     |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 36  
|        |  | 3                     |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 66  
|        |  | 4                     |  | Controls and Procedures                                                               |  | 67  
|PART II |  | Other Information     |  |                                                                                      
|        |  | 1                     |  | Legal Proceedings                                                                     |  | 69  
|        |  | 1A                    |  | Risk Factors                                                                          |  | 69  
|        |  | 2                     |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 69  
|        |  | 3                     |  | Defaults Upon Senior Securities                                                       |  | 69  
|        |  | 4                     |  | Submission of Matters to a Vote of Security Holders                                   |  | 69  
|        |  | 5                     |  | Other Information                                                                     |  | 69  
|        |  | 6                     |  | Exhibits                                                                              |  | 70  
|        |  |                       |  | Signatures                                                                            |  | 74  

1

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As used in this Quarterly Report on Form 10-Q, "Universal American," "we," "our," and "us" refer to Universal American Corp. and its subsidiaries, except where the
context otherwise requires or as otherwise indicated.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

Portions of the information in this Quarterly Report on Form 10-Q, such as those set forth under "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations", and certain 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. 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 Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements
are statements relating to:



You
may identify forward-looking statements by the use of 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. Readers should not place undue
reliance on these forward-looking statements.

2

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Important
factors that may cause actual results to differ materially from forward-looking statements. We have included factors that may cause results to differ from forward-looking
statements in this report in Part I Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations", the Current Report on Form 8-K
dated the date hereof and Part II, Item 1A "Risk Factors" and Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as well as other reports that we file with the Securities and Exchange Commission. 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.

3

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PART I

ITEM 1FINANCIAL STATEMENTS (Unaudited)

UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (In thousands)

|                                                                                                                                   |                                                                                                         | March 31,
2008                                                                                                           |         | December 31,
2007 |          
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------- | ----------------- | ---------
|
|ASSETS                                                                                                                             |                                                                                                         |                                                                                                                          |         |                   |          
|Investments (Note 6):                                                                                                              |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   | Fixed maturities available for sale, at fair value (amortized cost: 2008, $1,064,708; 2007, $1,125,381) |                                                                                                                          | $       | 1,061,763         |          
|                                                                                                                                   | Policy loans                                                                                            |                                                                                                                          |         | 21,529            |          
|                                                                                                                                   | Other invested assets                                                                                   |                                                                                                                          |         | 1,539             |          
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   |                                                                                                         | Total investments                                                                                                        |         |                   | 1,084,831
|Cash and cash equivalents (Note 2)                                                                                                 |                                                                                                         |                                                                                                                          | 638,915 |                   |          
|Accrued investment income                                                                                                          |                                                                                                         |                                                                                                                          | 12,723  |                   |          
|Deferred policy acquisition costs                                                                                                  |                                                                                                         |                                                                                                                          | 237,384 |                   |          
|Amounts due from reinsurers                                                                                                        |                                                                                                         |                                                                                                                          | 267,787 |                   |          
|Due and unpaid premiums                                                                                                            |                                                                                                         |                                                                                                                          | 215,918 |                   |          
|Present value of future profits and other amortizing intangible assets (Note 5)                                                    |                                                                                                         |                                                                                                                          | 214,606 |                   |          
|Goodwill and other indefinite lived intangible assets (Note 5)                                                                     |                                                                                                         |                                                                                                                          | 529,819 |                   |          
|Income taxes receivable                                                                                                            |                                                                                                         |                                                                                                                          | 71,977  |                   |          
|CMS contract deposits receivables                                                                                                  |                                                                                                         |                                                                                                                          | 276,772 |                   |          
|Other Part D receivables                                                                                                           |                                                                                                         |                                                                                                                          | 245,046 |                   |          
|Advances to agents                                                                                                                 |                                                                                                         |                                                                                                                          | 63,764  |                   |          
|Other assets                                                                                                                       |                                                                                                         |                                                                                                                          | 183,979 |                   |          
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   |                                                                                                         | Total assets                                                                                                             |         | $                 | 4,043,521
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                               |                                                                                                         |                                                                                                                          |         |                   |          
|LIABILITIES                                                                                                                        |                                                                                                         |                                                                                                                          |         |                   |          
|Policyholder account balances                                                                                                      |                                                                                                         | $                                                                                                                        | 424,991 |                   | $        
|Reserves for future policy benefits                                                                                                |                                                                                                         |                                                                                                                          | 619,410 |                   |          
|Policy and contract claimslife                                                                                                    |                                                                                                         |                                                                                                                          | 12,313  |                   |          
|Policy and contract claimshealth                                                                                                  |                                                                                                         |                                                                                                                          | 817,407 |                   |          
|Advance premium                                                                                                                    |                                                                                                         |                                                                                                                          | 25,066  |                   |          
|Loan payable (Note 11)                                                                                                             |                                                                                                         |                                                                                                                          | 348,250 |                   |          
|Other long term debt (Note 12)                                                                                                     |                                                                                                         |                                                                                                                          | 110,000 |                   |          
|Amounts due to reinsurers                                                                                                          |                                                                                                         |                                                                                                                          | 40,219  |                   |          
|Deferred income tax liability                                                                                                      |                                                                                                         |                                                                                                                          | 33,696  |                   |          
|Other Part D liabilities                                                                                                           |                                                                                                         |                                                                                                                          | 176,959 |                   |          
|Other liabilities                                                                                                                  |                                                                                                         |                                                                                                                          | 192,936 |                   |          
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   |                                                                                                         | Total liabilities                                                                                                        |         |                   | 2,801,247
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|Commitments and contingencies (Note 14)                                                                                            |                                                                                                         |                                                                                                                          |         |                   |          
|STOCKHOLDERS' EQUITY (Note 8)                                                                                                      |                                                                                                         |                                                                                                                          |         |                   |          
|Preferred stock (Authorized: 3 million shares):                                                                                    |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   |                                                                                                         | Series A (Designated: 300,000 shares, issued and outstanding: 2008 and 2007, 47,105 shares, liquidation value $94,210)   |         |                   | 47       
|                                                                                                                                   |                                                                                                         | Series B (Designated: 300,000 shares, issued and outstanding: 2008 and 2007, 127,895 shares, liquidation value $255,790) |         |                   | 128      
|Common stockvoting (Authorized: 200 million shares, issued and outstanding: 2008, 73.1 million shares; 2007, 75.0 million shares) |                                                                                                         |                                                                                                                          | 731     |                   |          
|Common stocknon voting (Authorized: 30 million shares)                                                                            |                                                                                                         |                                                                                                                          |        |                   |          
|Additional paid-in capital                                                                                                         |                                                                                                         |                                                                                                                          | 859,253 |                   |          
|Accumulated other comprehensive loss (Notes 8 and 15)                                                                              |                                                                                                         |                                                                                                                          | (8,844  | )                 |          
|Retained earnings                                                                                                                  |                                                                                                         |                                                                                                                          | 417,583 |                   |          
|Less: Treasury stock (2008, 2.2 million shares; 2007, 0.3 million shares)                                                          |                                                                                                         |                                                                                                                          | (26,624 | )                 |          
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   |                                                                                                         | Total stockholders' equity                                                                                               |         |                   | 1,242,274
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          
|                                                                                                                                   |                                                                                                         | Total liabilities and stockholders' equity                                                                               |         | $                 | 4,043,521
|                                                                                                                                   |                                                                                                         |                                                                                                                          |         |                   |          

See notes to unaudited consolidated financial statements.

4

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        For the Three Months Ended March 31, 2008 and 2007        (Unaudited)    
(In thousands, per share amounts in dollars)

|                                                            |                                                                    | 2008                                        |         | 2007      |          
|----------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------- | ------- | --------- | ---------
|Revenues:                                                   |                                                                    |                                             |         |           |          
|                                                            | Direct premium and policyholder fees earned                        |                                             | $       | 1,432,811 |          
|                                                            | Reinsurance premiums assumed                                       |                                             |         | 11,450    |          
|                                                            | Reinsurance premiums ceded                                         |                                             |         | (226,609  | )        
|                                                            |                                                                    |                                             |         |           |          
|                                                            |                                                                    | Net premiums and policyholder fees earned   |         |           | 1,217,652
|                                                            | Net investment income                                              |                                             |         | 24,281    |          
|                                                            | Fee and other income                                               |                                             |         | 11,862    |          
|                                                            | Net realized (losses) gains, net on investments                    |                                             |         | (29,008   | )        
|                                                            |                                                                    |                                             |         |           |          
|                                                            |                                                                    | Total revenues                              |         |           | 1,224,787
|                                                            |                                                                    |                                             |         |           |          
|Benefits, Claims and Expenses:                              |                                                                    |                                             |         |           |          
|                                                            | Claims and other benefits                                          |                                             |         | 1,113,521 |          
|                                                            | Increase in reserves for future policy benefits                    |                                             |         | 2,363     |          
|                                                            | Interest credited to policyholders                                 |                                             |         | 4,139     |          
|                                                            | Change in deferred acquisition costs                               |                                             |         | 7,530     |          
|                                                            | Amortization of intangible assets (Note 5)                         |                                             |         | 1,900     |          
|                                                            | Commissions                                                        |                                             |         | 39,255    |          
|                                                            | Reinsurance commission and expense allowances                      |                                             |         | (17,750   | )        
|                                                            | Interest expense                                                   |                                             |         | 6,304     |          
|                                                            | Other operating costs and expenses                                 |                                             |         | 138,890   |          
|                                                            |                                                                    |                                             |         |           |          
|                                                            |                                                                    | Total benefits, claims and other deductions |         |           | 1,296,152
|                                                            |                                                                    |                                             |         |           |          
|Loss before equity in earnings of unconsolidated subsidiary |                                                                    |                                             | (71,365 | )         |          
|Equity in earnings of unconsolidated subsidiary (Note 16)   |                                                                    |                                             | 16,052  |           |          
|                                                            |                                                                    |                                             |         |           |          
|(Loss) income before income taxes                           |                                                                    |                                             | (55,313 | )         |          
|(Benefit) provision for income taxes                        |                                                                    |                                             | (9,313  | )         |          
|                                                            |                                                                    |                                             |         |           |          
|Net (loss) income                                           |                                                                    | $                                           | (46,000 | )         | $        
|                                                            |                                                                    |                                             |         |           |          
|(Loss) earnings per common share:                           |                                                                    |                                             |         |           |          
|                                                            |                                                                    | Basic (Note 2)                              |         | $         | (0.50    
|                                                            |                                                                    |                                             |         |           |          
|                                                            |                                                                    | Diluted                                     |         | $         | (0.50    
|                                                            |                                                                    |                                             |         |           |          
|Weighted average shares outstanding:                        |                                                                    |                                             |         |           |          
|                                                            | Weighted average common shares outstanding                         |                                             |         | 74,440    |          
|                                                            |                                                                    | Less weighted average treasury shares       |         |           | (502     
|                                                            |                                                                    |                                             |         |           |          
|                                                            | Basic weighted shares outstanding (Note 2)                         |                                             |         | 73,938    |          
|                                                            | Weighted average common equivalent of preferred shares outstanding |                                             |         | 17,500    |          
|                                                            |                                                                    | Effect of dilutive securities               |         |           | 781      
|                                                            |                                                                    |                                             |         |           |          
|                                                            | Diluted weighted shares outstanding                                |                                             |         | 92,219    |          
|                                                            |                                                                    |                                             |         |           |          

See
notes to unaudited consolidated financial statements.

5

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        AND COMPREHENSIVE INCOME        For the Three Months Ended March 31, 2008 and
2007        (Unaudited)    (In thousands)

|                                                                        |  | Preferred
Stock
Series A |    | Preferred
Stock
Series B |   | Common
Stock |  | Additional
Paid-In
Capital |     | Accumulated
Other
Comprehensive
(Loss) Income |   | Retained
Earnings |   | Treasury
Stock |        | Total |  
|----------------------------------------------------------------------- |  | ------------------------ | -- | ------------------------ | - | ------------ |  | -------------------------- | --- | --------------------------------------------- | - | ----------------- | - | -------------- | ------ | ----- | -
|2007                                                                    |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Balance, January 1, 2007                                                |  | $                        |   |                          | $ |             |  | $                          | 599 |                                               | $ | 252,542           |   | $              | 1,883  |       | $
|Net income                                                              |  |                          |   |                          |   |             |  |                            |    |                                               |   |                  |   |                |       |       |  
|Other comprehensive income (Note 15)                                    |  |                          |   |                          |   |             |  |                            |    |                                               |   |                  |   |                | 375    |       |  
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Comprehensive income                                                    |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Issuance of common stock (Note 8)                                       |  |                          |   |                          |   |             |  |                            | 2   |                                               |   | 1,966             |   |                |       |       |  
|Stock-based compensation (Note 9)                                       |  |                          |   |                          |   |             |  |                            |    |                                               |   | 1,225             |   |                |       |       |  
|Treasury shares reissued (Note 8)                                       |  |                          |   |                          |   |             |  |                            |    |                                               |   | 309               |   |                |       |       |  
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Balance, March 31, 2007                                                 |  | $                        |   |                          | $ |             |  | $                          | 601 |                                               | $ | 256,042           |   | $              | 2,258  |       | $
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|2008                                                                    |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Balance, January 1, 2008                                                |  | $                        | 47 |                          | $ | 128          |  | $                          | 750 |                                               | $ | 890,882           |   | $              | (66    | )     | $
|Net loss                                                                |  |                          |   |                          |   |             |  |                            |    |                                               |   |                  |   |                |       |       |  
|Other comprehensive loss (Note 15)                                      |  |                          |   |                          |   |             |  |                            |    |                                               |   |                  |   |                | (8,778 | )     |  
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Comprehensive loss                                                      |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Issuance of common stock (Note 8)                                       |  |                          |   |                          |   |             |  |                            | 1   |                                               |   | 531               |   |                |       |       |  
|Equity transactions related to the acquisition of MemberHealth (Note 4) |  |                          |   |                          |   |             |  |                            | (20 | )                                             |   | (34,521           | ) |                |       |       |  
|Stock-based compensation (Note 9)                                       |  |                          |   |                          |   |             |  |                            |    |                                               |   | 2,517             |   |                |       |       |  
|Treasury shares purchased, at cost (Note 8)                             |  |                          |   |                          |   |             |  |                            |    |                                               |   |                  |   |                |       |       |  
|Treasury shares reissued (Note 8)                                       |  |                          |   |                          |   |             |  |                            |    |                                               |   | (156              | ) |                |       |       |  
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  
|Balance, March 31, 2008                                                 |  | $                        | 47 |                          | $ | 128          |  | $                          | 731 |                                               | $ | 859,253           |   | $              | (8,844 | )     | $
|                                                                        |  |                          |    |                          |   |              |  |                            |     |                                               |   |                   |   |                |        |       |  

See notes to unaudited consolidated financial statements.

6

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UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        For the Three Months Ended March 31, 2008 and 2007        (Unaudited)    
(In thousands)

|                                                                                                                             |                                     | 2008                                            |          | 2007     |         
|---------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ----------------------------------------------- | -------- | -------- | --------
|Cash flows from operating activities:                                                                                        |                                     |                                                 |          |          |         
|Net (loss) income                                                                                                            |                                     | $                                               | (46,000  | )        | $       
|Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities, net of balances acquired: |                                     |                                                 |          |          |         
|Equity in earnings of unconsolidated subsidiary                                                                              |                                     |                                                 | (16,052  | )        |         
|Distribution from unconsolidated subsidiary                                                                                  |                                     |                                                 | 12,500   |          |         
|Deferred income taxes                                                                                                        |                                     |                                                 | 11,604   |          |         
|Realized losses (gains) on investments                                                                                       |                                     |                                                 | 29,008   |          |         
|Amortization of intangible assets                                                                                            |                                     |                                                 | 1,900    |          |         
|Net amortization of bond premium                                                                                             |                                     |                                                 | 424      |          |         
|Changes in operating assets and liabilities:                                                                                 |                                     |                                                 |          |          |         
|                                                                                                                             | Deferred policy acquisition costs   |                                                 |          | 7,530    |         
|                                                                                                                             | Reserves for future policy benefits |                                                 |          | 2,960    |         
|                                                                                                                             | Policy and contract claims payable  |                                                 |          | 80,318   |         
|                                                                                                                             | Reinsurance balances                |                                                 |          | (8,380   | )       
|                                                                                                                             | Due and unpaid advance premium, net |                                                 |          | (115,428 | )       
|                                                                                                                             | Income taxes payable/receivable     |                                                 |          | (40,383  | )       
|                                                                                                                             | Other Part D receivables            |                                                 |          | (63,350  | )       
|                                                                                                                             | Other Part D liabilities            |                                                 |          | 19,911   |         
|                                                                                                                             | Other, net                          |                                                 |          | (55,784  | )       
|                                                                                                                             |                                     |                                                 |          |          |         
|                                                                                                                             |                                     | Cash (used in) provided by operating activities |          |          | (179,222
|                                                                                                                             |                                     |                                                 |          |          |         
|Cash flows from investing activities:                                                                                        |                                     |                                                 |          |          |         
|Proceeds from sale or redemption of fixed maturity investments                                                               |                                     |                                                 | 116,634  |          |         
|Cost of fixed maturity investments purchased                                                                                 |                                     |                                                 | (85,432  | )        |         
|Proceeds from sale of subsidiary, net of cash sold (Note 4)                                                                  |                                     |                                                 |         |          |         
|Purchase of business and return of purchase price, net of cash acquired (Note 4)                                             |                                     |                                                 | 41,090   |          |         
|Purchase of fixed assets                                                                                                     |                                     |                                                 | (5,925   | )        |         
|Other investing activities                                                                                                   |                                     |                                                 | (13      | )        |         
|                                                                                                                             |                                     |                                                 |          |          |         
|Cash provided by (used in) investing activitiescontinuing operations                                                        |                                     |                                                 | 66,354   |          |         
|Cash used in investing activitiesdiscontinued operations (Note 2)                                                           |                                     |                                                 |         |          |         
|                                                                                                                             |                                     |                                                 |          |          |         
|                                                                                                                             |                                     | Cash provided by (used in) investing activities |          |          | 66,354  
|                                                                                                                             |                                     |                                                 |          |          |         
|Cash flows from financing activities:                                                                                        |                                     |                                                 |          |          |         
|Net proceeds from issuance of common stock, net of tax effect                                                                |                                     |                                                 | 1,170    |          |         
|Cost of treasury stock purchases                                                                                             |                                     |                                                 | (23,783  | )        |         
|Receipts from CMS contract deposits                                                                                          |                                     |                                                 | 790,085  |          |         
|Withdrawals from CMS contract deposits                                                                                       |                                     |                                                 | (672,631 | )        |         
|Deposits and interest credited to policyholder account balances                                                              |                                     |                                                 | 4,798    |          |         
|Surrenders and other withdrawals from policyholder account balances                                                          |                                     |                                                 | (14,666  | )        |         
|Issuance of new debt                                                                                                         |                                     |                                                 |         |          |         
|Principal repayment on loan payable and other long term debt                                                                 |                                     |                                                 | (875     | )        |         
|                                                                                                                             |                                     |                                                 |          |          |         
|                                                                                                                             |                                     | Cash provided by financing activities           |          |          | 84,098  
|                                                                                                                             |                                     |                                                 |          |          |         
|Net (decrease) increase in cash and cash equivalents                                                                         |                                     |                                                 | (28,770  | )        |         
|Cash and cash equivalents at beginning of period                                                                             |                                     |                                                 | 667,685  |          |         
|                                                                                                                             |                                     |                                                 |          |          |         
|Cash and cash equivalents at end of period                                                                                   |                                     | $                                               | 638,915  |          | $       
|                                                                                                                             |                                     |                                                 |          |          |         

See notes to unaudited consolidated financial statements.

7

---





UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (Unaudited)

1. ORGANIZATION AND COMPANY BACKGROUND

Universal American Corp., which we refer to as "we," the "Company," or "Universal American", is a specialty health and life insurance holding company with an
emphasis on providing a broad array of health insurance and managed care products and services to the growing senior population. Universal American was incorporated in the State of New York in 1981.
Collectively, our insurance company subsidiaries are licensed to sell life and accident and health insurance and annuities in all fifty states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands. We currently sell Medicare Advantage private fee-for-service plans, known as PFFS plans, Medicare coordinated care plans, which we call health plans, Medicare
prescription drug benefit plans, known as PDPs, Medicare supplement and select, fixed benefit accident and sickness disability insurance and senior life insurance. We distribute these products through
an independent general agency system and a career agency system.

In
2006, we began offering PDPs pursuant to Medicare Part D under the Prescription PathwaySM brand through Pennsylvania Life Insurance Company and American
Progressive Life & Health Insurance Company of New York and Marquette National Life Insurance Company, in connection with a strategic alliance with Caremark Rx, Inc., formerly PharmaCare
Management Services, Inc., a third party pharmacy benefits manager or PBM and a wholly-owned subsidiary of CVS Caremark Corp. In February 2008, we announced that the parties are terminating
this strategic alliance effective December 31, 2008, subject to regulatory approvals. Upon termination of the strategic alliance, Caremark and Universal American will each assume responsibility
for the drug benefit of specified Prescription PathwaySM plan members to achieve an approximately equal distribution of the value of business that has been generated by the strategic
alliance.

We
currently operate Medicare Advantage PFFS plans through American Progressive, The Pyramid Life Insurance Company and Marquette as well as Medicare Advantage health plans in Houston
and Beaumont, Texas through SelectCare of Texas, L.L.C., in North Texas through SelectCare Health Plans, Inc., and in Oklahoma through SelectCare of Oklahoma, Inc. and GlobalHealth, Inc. All of
these companies are our subsidiaries. In addition, beginning in 2007, we expanded into new health plan markets in North Texas, Oklahoma and Wisconsin.

CHCS
Services, Inc., our administrative services company, provides administrative services for both affiliated and unaffiliated insurance companies for senior market insurance and
non-insurance programs.

On
September 21, 2007, we completed the acquisition of MemberHealth, Inc., a privately-held pharmacy benefits manager or PBM and sponsor of Community
CCRxSM , a national Medicare Part D plan with 1.2 million members. Effective on the date of the acquisition, we transferred all of the PDP business of
MemberHealth, Inc. except New York business into Pennsylvania Life and we transferred the New York PDP business into American Progressive. In connection with this acquisition, we converted
MemberHealth, Inc. into a limited liability company and renamed it MemberHealth, L.L.C.. See Note 4Business Combinations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:We have prepared accompanying consolidated financial statements in conformity
with U.S. generally accepted accounting principles or GAAP and consolidate the accounts of Universal American and its subsidiaries:



8

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



During
2005, we entered into a strategic alliance with Caremark and created Part D Management Services, L.L.C., known as PDMS. PDMS is 50% owned by Universal American and 50%
owned by Caremark. We do not control PDMS and therefore PDMS is not consolidated in our financial statements. We account for our investment in PDMS on the equity basis and include it in other assets.

PDMS
principally performs marketing and risk management services on behalf of our PDPs, for which it receives fees and other remuneration from our PDPs and Caremark.

For
the insurance subsidiaries, GAAP differs from statutory accounting practices prescribed or permitted by regulatory authorities. We have eliminated all material intercompany
transactions and balances between Universal American and its subsidiaries. We have also eliminated all material intercompany transactions and balances between our subsidiaries.

The
interim financial information in this report is unaudited, but in the opinion of management, includes all adjustments (including normal, recurring adjustments) necessary to present
fairly the financial position and results of operations for the periods reported. The results of operations for the three months ended March 31, 2008 and 2007 are not necessarily indicative of
the results to be expected for the full year. You should read the accompanying consolidated financial statements and notes should be read in conjunction with our Annual Report on
Form 10-K for the fiscal year ended December 31, 2007.

Earnings Per Common Share:We calculate earnings per common share using the two-class
method. This method requires that we allocate net income between net income attributable to participating preferred stock and net income attributable to common stock, based on the dividend and
earnings participation provisions of the preferred stock. Basic earnings per share excludes the dilutive effects of stock options outstanding during the year and is equal to net income attributable to
common stock divided by the weighted average number of common shares outstanding for the period. At March 31, 2008, we allocated earnings between common and participating preferred stock as
follows:

Net loss attributable to common stock

$
(37,196
)Undistributed loss allocated to participating preferred stock


(8,804
)Net loss

$
(46,000
)


Income Taxes:We establish valuation allowances based upon an analysis of projected
taxable income and its ability to implement prudent and feasible tax planning strategies. We carried valuation allowances on our deferred tax assets of $13.6 million at March 31, 2008
and $3.1 million at December 31, 2007. The increase in valuation allowances at March 31, 2008 from December 31, 2007 is

9

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

due
primarily to an allowance established in connection with the subprime impairment discussed in Note 6.

Reserve Development:The Private fee-for-service medical loss ratio increased to 90.7% for the first
quarter of 2008 from 87.3% for the first quarter of 2007 primarily due to more competitively placed products and $10 million adverse development of 2007 claim experience.

Use of Estimates:The preparation of our financial statements in conformity with GAAP requires us to
make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of assets and liabilities reported by us at the date of the financial statements and the revenues and
expenses reported during the reporting period. As additional information becomes available or actual amounts become determinable, we may revise the recorded estimates and reflect the revisions in
operating results. Actual results could differ from those estimates. In our judgment, the accounts involving estimates and assumptions that are most critical to the preparation of our financial
statements are future policy benefits and claim liabilities, deferred policy acquisition costs, goodwill, present value of future profits and other intangibles, the valuation of certain investments
and income taxes. There have been no changes in our critical accounting policies during the current year.

Supplemental Cash Flow Information:Cash and cash equivalents include cash on deposit, money market
funds, and short term investments that had an original maturity of three months or less from the time of purchase. Supplemental cash flow information for interest and income taxes paid for continuing
and discontinued operations is as follows:

Three months ended
March 31,2008

2007(in thousands)Supplemental cash flow information from continuing operations:Cash paid for interest

$
5,165

$
3,209Cash paid for income taxes

$
30,000

$
27,009Non-cash financing activities:Return of common stock in connection with MemberHealth acquisition (See Note 4Business Combinations.)

$
(34,541
)
$



Cash flows from investing activitiesdiscontinued operations for the quarter ended
March 31, 2007 represents net cash outflows related to the December 2006 sale of our subsidiary, PennCorp Life Canada. The net outflow includes U.S. income taxes paid of
$28.2 million, partially offset by approximately $8.4 million of additional proceeds received equal to the balance of net earnings generated by PennCorp Life Canada during the period
from January 1, 2006 through the closing date, December 1, 2006.

Significant Accounting Policies:For a description of significant accounting policies, see
Note 2Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2007.

ReclassificationsWe have made reclassifications to prior years' financial statements to conform to
the current period presentation. These reclassifications had no effect on net income or earnings per share as previously stated.

10

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. RECENT AND PENDING ACCOUNTING PRONOUNCEMENTS

Business CombinationOn December 4, 2007, the FASB issued Statement No. 141(R), Business
Combinations, known as FAS 141(R) and Statement No. 160, Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51,
known as FAS 160. These standards will significantly change the financial accounting and reporting of business combination transactions and noncontrolling or minority interests in business
entities. FAS 141(R) is required to be adopted concurrently with FAS 160 and is effective for business combination transactions for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. Companies will not be required to adjust assets and liabilities that arose
from business combinations with acquisition dates prior to the
FAS 141R effective date, with specified exceptions for acquired deferred tax assets and acquired income tax positions. We expect to adopt FAS 141(R) on January 1, 2009, and have
not yet determined whether or to what extent FAS 141 (R) will affect our results of operations and financial condition.

Fair Value MeasurementsOn January 1, 2008, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 157, "Fair Value Measurements," known as SFAS 157, which the Financial Accounting Standards Board or FASB issued in September 2006. On the same day, we also
adopted the SFAS 157 related FASB Staff Positions or FSPs described below. For financial statement elements currently required to be measured at fair value, SFAS 157 redefines fair
value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. The new definition of fair value focuses on the price, called an
exit price, that would be received to sell the asset or paid to transfer the liability regardless of whether an observable liquid market price existed. An exit price valuation will include margins for
risk even if they are not observable. As we obtain release from risk, the margins for risk will also be released through net realized capital gains or losses in net income. SFAS 157 provides
guidance on how to measure fair value, when required, under existing accounting standards. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels ("Level 1, 2, and 3").

We
applied the provisions of SFAS 157 prospectively to financial assets and financial liabilities that we are required to measure at fair value under existing U.S. GAAP. We
determined that there was no effect to our opening retained earnings or current period statement of operations from the implementation of SFAS 157. See Note 7 for additional information
regarding SFAS 157.

In
February 2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP FAS 157-2") which delays the effective
date of SFAS 157 to fiscal years beginning after November 15, 2008 for specified nonfinancial assets and nonfinancial liabilities. FSP FAS 157-2 applies to the
following nonfinancial assets and liabilities, as well as other nonfinancial assets and liabilities:



As
a result of the issuance of FSP FAS 157-2, we did not apply the provisions of SFAS 157 to the nonfinancial assets and nonfinancial liabilities within the scope of FSP
FAS 157-2.

11

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BUSINESS COMBINATIONS



On September 21, 2007, we completed the acquisition of MemberHealth, Inc., a privately-held PBM and sponsor of Community CCRx, a
national Medicare Part D plan with more than 1.2 million members. Prior to the acquisition, MemberHealth, Inc. was a leading national Medicare Part D sponsor, offering
Medicare prescription drug plans in 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. MemberHealth, Inc. had more than 60,000 pharmacies in its pharmacy network and
covered 98 of the top 100 medications taken by Medicare beneficiaries.

We
paid the original purchase price of $630 million, apportioned 55% in cash and 45% in our common stock valued at $20 per share. We paid transaction costs of approximately
$12 million in cash. In addition to the purchase price, the transaction contemplated an additional three year earn-out tied to target earnings from the MemberHealth business. The
maximum aggregate amount potentially payable under the performance-based earn-out was $150 million, payable in cash and our common stock.

Subsequent
to December 31, 2007, we determined that expected operating income for 2008 from the MemberHealth business, which we acquired in September 2007, would be less than
previously forecast. The reason for the decline in expected income is that premium payments to MemberHealth will be lower than anticipated based upon the bids submitted by MemberHealth in June 2007
for its 2008 Part D plans, and later accepted by CMS. The premium payments are lower primarily as a result of incorrect information concerning the risk scores in the MemberHealth bids. In
accounting for the issue relating to the 2008 bids, we recorded an acquisition liability of $39.2 million for the below-market contract that we will amortize into income over the contract
period, January 1, 2008 to December 31, 2008. We amortized $9.9 million of this acquisition liability in the quarter ended March 31, 2008. We reflected this amortization in
direct premium and policyholder fees earned in the consolidated statements of operations set forth above.

We
also discovered after December 31, 2007 that MemberHealth incorrectly calculated its expected risk corridor receivable in its first quarter 2007 financial statements, resulting
in an overstatement of pre-tax income for the first quarter of 2007 of approximately $26 million. In our financial statements for the year ended December 31, 2007 included in
our filed Form 10K, we adjusted the acquired financial statements to reflect the impact of this error, through an adjustment to purchase GAAP accounting, which reduced receivables and increased
goodwill by $23 million, the after-tax amount of the misstatement.

In
connection with these issues, in March 2008, we concluded a settlement agreement and amendment of the merger agreement under which the sellers of MemberHealth delivered approximately
$98 million of value, consisting of $47 million in cash, forgiveness of $15 million of our payment obligations under the original merger agreement and 2,027,071 shares of our
common stock. We have retired these shares.

We
have performed the initial purchase accounting for the MemberHealth acquisition. We have prepared the purchase price allocation for the MemberHealth acquisition on a preliminary basis
and it is subject to changes as new facts and circumstances emerge. In addition, as discussed above, we have adjusted the purchase price to reflect the settlement agreement. Once we finalize the
purchase price, we will adjust the purchase price allocation to reflect the final values. After giving effect to the settlement, the excess of the purchase price over the fair value of net tangible
assets acquired, adjusted

12

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BUSINESS COMBINATIONS (Continued)

for
deferred income taxes, was approximately $601 million, which we allocated to identifiable intangible assets and goodwill, as follows:

|Description                                             |  | Amount
(in millions) |     | Weighted
Average Life
At Acquisition |    | Amortization Basis
|------------------------------------------------------- |  | -------------------- | --- | ------------------------------------ | -- | ------------------
|Membership base acquired                                |  | $                    | 135 |                                      | 10 |                   
|Trademarks/tradenames                                   |  |                      | 20  |                                      | 9  |                   
|Licenses                                                |  |                      | 4   |                                      | 15 |                   
|Goodwill                                                |  |                      | 442 |                                      |   |                   
|                                                        |  |                      |     |                                      |    |                   
|Total excess of purchase price over tangible book value |  | $                    | 601 |                                      |    |                   
|                                                        |  |                      |     |                                      |    |                   

The
following condensed balance sheet sets forth the amounts assigned to assets and liabilities for MemberHealth on the date of acquisition, as adjusted to reflect the
settlement discussed above:

September 21,
2007(in thousands)AssetsCash and cash equivalents

$
74,215Amortizing intangible assets:Membership base


135,426Tradenames/trademarks


20,433Licenses


3,500Goodwill


441,926Due and unpaid premium


135,218CMS deposit contract receivable


102,856Other Part D receivables


92,120Deferred taxes


10,621Other


28,424Total Assets

$
1,044,739LiabilitiesPolicy related liabilities

$
297,437Due to reinsurers


72,243Other


115,161Total Liabilities


484,841Equity


559,898Total Liabilities and Equity

$
1,044,739


13

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BUSINESS COMBINATIONS (Continued)

We
have not included operating results generated by MemberHealth prior to September 21, 2007, the date of acquisition, in our consolidated financial statements.
The unaudited consolidated pro forma results of operations, assuming that we purchased MemberHealth on January 1, 2007 are as follows:

Three Months Ended
March 31,2007(in thousands)Total revenue

$
1,083,343Loss before taxes

$
(28,690
)Net loss

$
(16,743
)Loss per common share:Basic

$
(0.21
)Diluted

$
(0.20
)


The
pro forma information presented above is for disclosure purposes only and is not necessarily indicative of the results of operations that would have occurred if the
acquisition had been consummated on the date assumed, nor is the pro forma information intended to be indicative of our future results of operations.



On January 19, 2007, we completed the sale of Peninsular Life Insurance Company, an inactive subsidiary, for approximately $7.9 million, resulting
in a pre-tax gain of $2.0 million, which we reflected in net realized gains. We received the entire amount in cash: $7.7 million in 2007, and $0.2 million on
January 23, 2008.

5. INTANGIBLE ASSETS

The following table shows our acquired intangible assets that continue to be subject to amortization and accumulated amortization expense:

|                                        |                                  |       |    | March 31, 2008 |   | December 31, 2007
|--------------------------------------- | -------------------------------- | ----- | -- | -------------- | - | -----------------
|
|
|Traditional Insurance:                  |                                  |       |    |                |   |                  
|                                        | Policies in forceHealth         |       | 9  |                | $ | 18,473           
|                                        | Distribution channel             |       | 30 |                |   | 26,684           
|                                        | Policies in forceLife/Annuity   |       | 7  |                |   | 4,127            
|Medicare Part D:                        |                                  |       |    |                |   |                  
|                                        | Membership base                  |       | 10 |                |   | 135,426          
|                                        | Trademarks/tradenames            |       | 9  |                |   | 20,433           
|                                        | Licenses                         |       | 15 |                |   | 3,500            
|Senior Managed CareMedicare Advantage: |                                  |       |    |                |   |                  
|                                        | Membership base                  |       | 7  |                |   | 23,988           
|                                        | Provider contracts               |       | 10 |                |   | 15,539           
|                                        | Non-compete                      |       | 7  |                |   | 1,425            
|Senior Administrative Services:         |                                  |       |    |                |   |                  
|                                        | Administrative service contracts |       | 6  |                |   | 7,671            
|                                        | Hospital network contracts       |       | 10 |                |   | 1,797            
|                                        |                                  |       |    |                |   |                  
|                                        |                                  | Total |    | 17             |   | $                
|                                        |                                  |       |    |                |   |                  

14

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. INTANGIBLE ASSETS (Continued)

The following table shows the changes in the amortizing intangible assets:

Three months ended
March 31,2008

2007(In thousands)Balance, beginning of period

$
213,518

$
54,738Additions and adjustments


2,988


9,378Amortization, net of interest


(1,900
)

(2,109
)Balance, end of period

$
214,606

$
62,007


Estimated
future net amortization expense (in thousands) is as follows:

2008 remainder of year

$
22,2012009


23,8322010


23,3842011


21,5342012


21,3712013


20,948Thereafter


81,336$
214,606


Changes
in the carrying amounts of goodwill and intangible assets with indefinite lives are shown below:

|                                                |          | December 31,
2007 |         | Additions |   | Adjustments |       | March 31,
2008
|----------------------------------------------- | -------- | ----------------- | ------- | --------- | - | ----------- | ----- | --------------
|
|Traditional Insurance:                          |          |                   |         |           |   |             |       |               
|                                                | Goodwill |                   | $       | 3,893     |   | $           | 1,685 |               
|                                                | Other    |                   |         | 4,867     |   |             |      |               
|                                                |          |                   |         |           |   |             |       |               
|SubtotalTraditional Insurance                  |          |                   | 8,760   |           |   | 1,685       |       |               
|Medicare Part DGoodwill                        |          |                   | 520,764 |           |   |            |       |               
|Senior Managed CareMedicare Advantage:         |          |                   |         |           |   |             |       |               
|                                                | Goodwill |                   |         | 67,928    |   |             |      |               
|                                                | Other    |                   |         | 5,163     |   |             |      |               
|                                                |          |                   |         |           |   |             |       |               
|SubtotalSenior Managed CareMedicare Advantage |          |                   | 73,091  |           |   |            |       |               
|Senior Administrative ServicesGoodwill         |          |                   | 4,357   |           |   |            |       |               
|                                                |          |                   |         |           |   |             |       |               
|Total                                           |          | $                 | 606,972 |           | $ | 1,685       |       | $             
|                                                |          |                   |         |           |   |             |       |               

Other
non-amortizing intangible assets consist primarily of trademarks and licenses. The addition of goodwill for Traditional Insurance was a result of an acquisition and the
decrease in goodwill for Medicare Part D was the result of the MemberHealth adjustment in 2008. For a full discussion of the adjustment see Note 4Business Combinations.

16

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. INVESTMENTS

The amortized cost and fair value of fixed maturity investments are as follows:

|                                                            |  | March 31, 2008
|----------------------------------------------------------- |  | --------------
|
|
|U.S. Treasury securities and obligations of U.S. Government |  | $             
|Government sponsored agencies                               |  |               
|Other political subdivisions                                |  |               
|Corporate debt securities                                   |  |               
|Foreign debt securities                                     |  |               
|Mortgage-backed and asset-backed securities                 |  |               
|                                                            |  |               
|                                                            |  | $             
|                                                            |  |               

|
|

|                                                            |  | December 31, 2007
|----------------------------------------------------------- |  | -----------------
|
|
|U.S. Treasury securities and obligations of U.S. government |  | $                
|Government sponsored agencies                               |  |                  
|Other political subdivisions                                |  |                  
|Corporate debt securities                                   |  |                  
|Foreign debt securities                                     |  |                  
|Mortgage-backed and asset-backed securities                 |  |                  
|                                                            |  |                  
|                                                            |  | $                
|                                                            |  |                  

At
March 31, 2008, gross unrealized losses on mortgage-backed and asset-backed securities reflect unrealized losses of $8,067 on subprime residential mortgage
loans, as discussed below. The remaining unrealized losses of $6,870 relate primarily to obligations of commercial mortgage-backed securities and other asset-backed securities. The value of a majority
of these securities is depressed due to the deterioration of value in the mortgage-backed security market and related businesses.

The
amortized cost and fair value of fixed maturity investments at March 31, 2008 by contractual maturity are shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized
Cost

Fair
Value(In thousands)Due in 1 year or less

$
85,586

$
88,507Due after 1 year through 5 years


290,349


296,636Due after 5 years through 10 years


143,027


142,204Due after 10 years


52,735


49,217Mortgage and asset-backed securities


493,011


485,199$
1,064,708

$
1,061,763


17

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. INVESTMENTS (Continued)

Subprime Residential Mortgage Loans

We hold securities with exposure to subprime residential mortgages. Subprime mortgage lending is the origination of residential mortgage loans to customers with
weak credit profiles. The slowing U.S. housing market, greater use of mortgage products with low introductory interest rates, generally referred to as "teaser rates," and relaxed underwriting
standards for some originators of subprime loans have recently led to higher delinquency and loss rates, especially with regard to securities issued in 2006 and 2007 that are collateralized by
interests in mortgages originated in 2006 and 2007; the year of issuance is known as the vintage year. These factors have caused a significant reduction in market liquidity and repricing of risk,
which has led to a decrease in the market valuation of these securities sector wide.

As
of March 31, 2008, we held subprime securities with par values of $144 million, an amortized cost of $73 million and a market value of $65 million
representing approximately 4% of our cash and invested assets, with collateral comprised substantially of first lien mortgages. The majority of these securities are in senior or senior-mezzanine level
tranches, which have preferential liquidation characteristics, and have an average rating of AA by Standard & Poors, a division of the McGraw Hill Companies, Inc., known as S&P, or
equivalent. Two of these securities have experienced credit downgrades. Further, twelve securities, including the two already downgraded, with an amortized cost of approximately $25 million
have been placed on negative credit watch. The following table presents our exposure to subprime residential mortgages by vintage year.

|Vintage Year |  | Amortized
Cost |        | Fair
Value |   | Unrealized
Loss | 
|------------ |  | -------------- | ------ | ---------- | - | --------------- | 
|
|2003         |  | $              | 6,709  |            | $ | 5,300           | 
|2004         |  |                | 3,869  |            |   | 3,243           | 
|2005         |  |                | 27,867 |            |   | 22,931          | 
|2006         |  |                | 24,414 |            |   | 24,250          | 
|2007         |  |                | 10,402 |            |   | 9,470           | 
|             |  |                |        |            |   |                 | 
|Totals       |  | $              | 73,261 |            | $ | 65,194          | 
|             |  |                |        |            |   |                 | 

We
continuously review our subprime holdings stressing multiple variables, such as cash flows, prepayment speeds, default rates and loss severity, and comparing current base case loss
expectations to the loss required to incur a principal loss, or breakpoint. This breakpoint currently exceeds the base case loss expectation for all but 2 holdings to varying degrees. We expect
delinquency and loss rates in the subprime mortgage sector to continue to increase in the near term. Those securities with a greater variance between the breakpoint and base case can withstand this
further deterioration. However, holdings where the base case is closer to the breakpoint, principally holdings from the 2006 and 2007 vintage years, are more likely to incur a principal loss. We
utilize third party pricing services to provide
or estimate market prices. The major inputs used by third party pricing services include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, and estimated cash
flows and prepayment speeds. If there are no recent reported trades, the third party pricing services may use matrix or model processes to develop a security price, as has recently been the case with
many of our subprime holdings recently.

18

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. INVESTMENTS (Continued)

At
December 31, 2007, we recognized an other than temporary impairment on some 2006 and 2007 vintage year holdings, resulting in a pre-tax realized loss on investment
of $41 million. As of March 31, 2008, we recognized additional other than temporary impairments in the value of our securities with exposure to subprime mortgages totaling
$29.8 million. Twelve of the eighteen securities requiring an other than temporary impairment are on negative credit watch.

We
continue to review the estimated fair values indicated by pricing provided by the third party pricing services and, while prices in our portfolio have been relatively stable since
March 31, 2008, we can not assure that there will not be any further impairments on these securities, until the market as a whole stabilizes.

7. FAIR VALUE MEASUREMENTS

We carry the following financial instruments at fair value in our consolidated financial statements: fixed maturity investments, equity securities and interest
rate swaps. These fair value disclosures include information regarding the valuation of these financial instruments, followed by the fair value measurement disclosure requirements of SFAS 157.

We
applied the provisions of SFAS 157 prospectively to financial instruments that we record at fair value. Our adoption of SFAS 157 did not have an impact on opening
retained earnings.



The following section applies the SFAS 157 fair value hierarchy and disclosure requirements to our financial instruments that we carry at fair value.
SFAS 157 establishes a fair value hierarchy that prioritizes the inputs in the valuation techniques used to measure fair value into three broad Levels (Level 1, 2, and 3).

Level 1
observable inputs reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date. We currently have
no Level 1 securities.

Level 2
observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities. Most debt securities and
some preferred stocks are model priced by vendors using observable inputs and are classified within Level 2. Derivative instruments that are priced using models with observable market inputs,
such as interest rate, swap contracts, also fall into Level 2 category.

Level 3
valuations that are derived from techniques in which one or more of the significant inputs, such as assumptions about risk, are unobservable. Generally, Level 3
securities are less liquid securities such as highly structured and/or lower quality asset-backed securities, known as ABS, and private placement equity securities. Because Level 3 fair values,
by their nature, contain unobservable market inputs as there is no observable market for these assets and liabilities, we must use considerable judgment to determine the SFAS 157 Level 3
fair values. Level 3 fair values represent our best estimate of an amount that could be realized in a current market exchange absent actual market exchanges.

19

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. FAIR VALUE MEASUREMENTS (Continued)

The
following table presents our assets and liabilities that are carried at fair value by SFAS 157 hierarchy levels, as of March 31, 2008 (in thousands):

Total

Level 1

Level 2

Level 3Assets:Fixed maturities, available-for-sale

$
1,061,763

$


$
1,054,674

$
7,089Equity securities


490








490Interest rate swaps


257





257


Total assets

$
1,062,510

$


$
1,054,931

$
7,579Liabilities:Interest rate swaps

$
10,715

$


$
10,715

$



In
many situations, inputs used to measure the fair value of an asset or liability position may fall into different levels of the fair value hierarchy. In these situations, we will
determine the level in which the fair value falls based upon the lowest level input that is significant to the determination of the fair value.



The valuation methodologies used to determine the fair values of assets and liabilities under the "exit price" notion of SFAS 157 reflect market
participant objectives and are based on the application of the fair value hierarchy that prioritizes observable market inputs over unobservable inputs. We determine the fair value of our financial
assets and liabilities based upon quoted market prices where available. Fair values reflect adjustments for counterparty credit quality, our credit standing, liquidity and, where appropriate, risk
margins on unobservable parameters. The following is a discussion of the methodologies used to determine fair values for the financial instruments listed in the above table.



We determine the fair value of the majority of our fixed maturity and equity securities using third party pricing service market prices. The following are
examples of typical inputs used by third party pricing services:



Based
on the typical trading volumes and the lack of quoted market prices for fixed maturities, third party pricing services will normally derive the security prices through recent
reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information as outlined above. If there are no recent reported
trades, the third party pricing services may use matrix or model processes to develop a security price, where they develop

20

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. FAIR VALUE MEASUREMENTS (Continued)

future
cash flow expectations, based upon collateral performance and discount those expectations at an estimated market rate. The pricing for mortgage-backed and asset-backed securities reflects
estimates of the rate of future prepayments of principal over the remaining life of the securities. The estimates in turn reflect the characteristics of the underlying structure and prepayment speeds
previously experienced at the interest rate levels projected for the underlying collateral.

We
have analyzed the third party pricing service valuation methodologies and related inputs, and have also evaluated the various types of securities in our investment portfolio to
determine an appropriate SFAS 157 fair value hierarchy level based upon trading activity and the observability of market inputs. Based on the results of this evaluation and investment class
analysis, we classified each price into Level 1, 2, or 3. We classified most prices provided by third party pricing services into Level 2 because the inputs used in pricing the
securities are market observable.

Due
to a general lack of transparency in the process that brokers use to develop prices, we have classified most valuations that are based on broker's prices as Level 3. We have
also classified internal model priced securities, primarily consisting of private placement asset-backed securities, as Level 3 because this model pricing includes significant
non-observable inputs. We have classified private placement equity securities as Level 3 due to the lack of observable inputs.

The
following table presents the fair value of the significant asset sectors within the SFAS 157 Level 3 securities as of March 31, 2008:

Fair
Value

% of
Total
Fair
Value(In thousands)Mortgage and asset-backed securities

$
7,089

93.50
%Equity securities


490

6.50
%Total Level 3 securities

$
7,579

100
%


Mortgage
and asset-backed securities represent private-placement collateralized debt obligations that are thinly traded and priced using an internal model or by independent brokers.



We report interest rate swaps in other assets and other liabilities on our consolidated balance sheets at fair value. Their fair value is based on the present
value of cash flows as determined by the LIBOR forward rate curve and credit spreads, including our own credit.

We
have classified interest rate swaps as Level 2. We have determined their valuations using pricing models with inputs that are observable in the market or can be derived
principally from or corroborated by observable market data.



We classify the fair values of financial instruments within Level 3 if there are no observable markets for the instruments or, in the absence of active
markets, the majority of the inputs used to determine the fair value of the instruments are based on assumptions about market participant

21

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. FAIR VALUE MEASUREMENTS (Continued)

assumptions.
A rollforward from January 1, 2008 to March 31, 2008 for the Level 3 financial instruments for which we have used significant unobservable inputs in the fair value
measurement on a recurring basis is presented below:

|                  |  | Fair
Value as
of
December 31,
2007 |       | Total
unrealized
losses
included
in AOCI(1) |   | Settlements |   | Transfers |      | Fair
Value
as of
March 31,
2008 |   | Change in
unrealized
losses | 
|----------------- |  | ---------------------------------- | ----- | ------------------------------------------- | - | ----------- | - | --------- | ---- | ------------------------------- | - | --------------------------- | 
|Fixed maturities  |  | $                                  | 7,757 |                                             | $ | (289        | ) | $         | (379 | )                               | $ |                            | 
|Equity securities |  | $                                  | 490   |                                             | $ |            |   | $         |     |                                 | $ |                            | 
|                  |  |                                    |       |                                             |   |             |   |           |      |                                 |   |                             | 
|                  |  | $                                  | 8,247 |                                             | $ | (289        | ) | $         | (379 | )                               | $ |                            | 
|                  |  |                                    |       |                                             |   |             |   |           |      |                                 |   |                             | 

---

8. STOCKHOLDERS' EQUITY



We have 3.0 million authorized shares of preferred stock, of which we have designated 300,000 shares as Series A preferred stock and 300,000 shares
as Series B preferred stock. The holders of both Series A preferred stock and Series B preferred stock possess specified rights whereby they may, in specified circumstances,
convert the shares directly or indirectly into shares of common stock. For a description of our Series A preferred stock and Series B preferred stock, see
Note 6Stockholders' Equity in the notes to consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007.

At
March 31, 2008 and December 31, 2007, there were 47,105 shares of Series A preferred stock outstanding and 127,895 shares of Series B preferred stock
outstanding, all of which were issued in connection with raising cash to fund the MemberHealth acquisition and to provide us with capital to support our organic growth.



We currently have authorized for issuance 200 million shares of voting common stock, par value $0.01 per share. Changes in the number of shares of common
stock issued were as follows:

Three months ended March 31,

2008

2007Common stock outstanding, beginning of year

74,952,177

59,890,500Return of stock issued in connection with MemberHealth acquisition (See Note 4Business Combinations)

(2,027,071
)
Stock options exercised

148,737

139,288Agent stock award



2,543Stock purchases pursuant to agents' stock purchase and deferred compensation plans

(893
)
21,043Common stock outstanding, end of period

73,072,950

60,053,374


22

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. STOCKHOLDERS' EQUITY (Continued)



We currently have authorized for issuance 30 million shares of non-voting common stock, par value $0.01 per share. None of this class of stock
is, or has been, issued.



We have approved share repurchase plans with an estimated aggregate 1.8 million shares of our common stock available for repurchase. We currently have
1.0 million shares of our common stock available pursuant to a share repurchase program approved by our board of directors in November 2005. In February 2008, our board of directors approved
the repurchase of up to $50 million (approximately 2.8 million shares) of our common shares during an 18-month period beginning on February 18, 2008. We are not
obligated to repurchase any specific number of shares under the program or to make repurchases at any specific time. Since this new buyback program started, through March, 31, 2008, we have
repurchased 2 million shares of our common stock for an aggregate amount of $23.8 million.

Changes
in treasury stock were as follows:

|                                                   |  | For the three months ended March 31,
|-------------------------------------------------- |  | ------------------------------------
|
|
|
|Treasury stock beginning of year                   |  | 285,545                             
|Shares repurchased                                 |  | 2,044,239                           
|Shares distributed in the form of employee bonuses |  | (114,312                            
|                                                   |  |                                     
|Treasury stock, end of period                      |  | 2,215,472                           
|                                                   |  |                                     



The components of accumulated other comprehensive loss are as follows:

March 31,
2008

December 31,
2007(In thousands)Net unrealized depreciation on investments

$
(2,945
)
$
(533
)Deferred acquisition cost adjustment


(373
)

225Foreign currency translation gains


426


485Fair value of cash flow swap on debt


(10,715
)

(279
)Deferred tax


4,763


36Total accumulated other comprehensive loss

$
(8,844
)
$
(66
)


23

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. STOCK-BASED COMPENSATION

We have various stock-based incentive plans for our employees, non-employee directors and agents. We issue new shares upon the exercise of options
granted under these stock-based incentive plans. Detailed information for activity in our stock-based incentive plans can be found in Note 8Stock-Based Compensation to the
financial statements in our annual report on Form 10-K for the year ended December 31, 2007.



Beginning January 1, 2006, we adopted FASB Statement of Financial Accounting Standards No. 123-Revised, "Share-Based Payment," known as
FAS 123-R, using the modified prospective method, and began recognizing compensation cost for share-based payments to employees and non-employee directors based on the
grant date fair value of the award, which we amortize over the grantees' service period. We elected to use the Black-Scholes valuation model to value employee stock options, as we had done for our
previous pro forma stock compensation disclosures. The adoption of FAS 123-R did not have a material effect on our method of computing compensation costs for options as compared to
that used to prepare the pro forma disclosures in prior periods.

We
estimated the fair value for these options at the date of grant using a Black-Scholes option pricing model with the following range of assumptions:

|                                     |  | For options granted in:
|------------------------------------ |  | -----------------------
|
|Risk free interest rates             |  | 2.02%  4.82%          
|Dividend yields                      |  | 0.0%                   
|Expected volatility                  |  | 35.60%  41.08%        
|Expected lives of options (in years) |  | 3.0  4.75             

The
weighted-average grant-date fair value was $2.61 for options granted during the first three months of 2008 and was $6.92 for options granted during the first three months
of 2007.

We
did not capitalize any cost of stock-based compensation for our employees or non-employee directors. Future expense may vary based upon factors such as the number of
awards granted by us and the then-current fair market value of such awards.

24

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. STOCK-BASED COMPENSATION (Continued)

A
summary of option activity for the three months ended March 31, 2008 and March 31, 2007 is set forth below:

|                             |  | Options
(in thousands) |   | Weighted
Average
Exercise
Price |       | Weighted
Average
Remaining
Contractual
Term
(in years) |     | Aggregate
Intrinsic
Value
(in thousands)
|---------------------------- |  | ---------------------- | - | ------------------------------- | ----- | ------------------------------------------------------ | --- | ----------------------------------------
|Outstanding, January 1, 2007 |  | 4,325                  |   | $                               | 7.73  |                                                        | 4.0 |                                         
|Granted                      |  | 940                    |   |                                 | 18.47 |                                                        |     |                                         
|Exercised                    |  | (139                   | ) |                                 | 9.74  |                                                        |     |                                         
|Forfeited or expired         |  | (56                    | ) |                                 | 14.21 |                                                        |     |                                         
|                             |  |                        |   |                                 |       |                                                        |     |                                         
|Outstanding, March 31, 2007  |  | 5,070                  |   | $                               | 9.59  |                                                        | 4.0 |                                         
|                             |  |                        |   |                                 |       |                                                        |     |                                         
|Exercisable, March 31, 2007  |  | 3,786                  |   | $                               | 7.16  |                                                        | 3.7 |                                         
|                             |  |                        |   |                                 |       |                                                        |     |                                         
|Outstanding, January 1, 2008 |  | 5,676                  |   | $                               | 12.71 |                                                        | 4.0 |                                         
|Granted                      |  | 984                    |   |                                 | 14.42 |                                                        |     |                                         
|Exercised                    |  | (149                   | ) |                                 | 4.12  |                                                        |     |                                         
|Forfeited or expired         |  |                       |   |                                 | 6.51  |                                                        |     |                                         
|                             |  |                        |   |                                 |       |                                                        |     |                                         
|Outstanding, March 31, 2008  |  | 6,511                  |   | $                               | 12.94 |                                                        | 4.0 |                                         
|                             |  |                        |   |                                 |       |                                                        |     |                                         
|Exercisable, March 31, 2008  |  | 3,669                  |   | $                               | 8.38  |                                                        | 3.0 |                                         
|                             |  |                        |   |                                 |       |                                                        |     |                                         

The
total intrinsic value of options exercised during the first three months of 2008 was $1.9 million and the total intrinsic value of options exercised during the first three
months of 2007 was $1.3 million.

As
of March 31, 2008, the total compensation cost related to non-vested awards not yet recognized was $16.7 million, which we expect to recognize over a
weighted average period of 1.6 years.

We
received cash of $0.6 million from the exercise of stock options during the first three months of 2008 and cash of $1.4 million from the exercise of stock options during
first three months of 2007. FAS 123-R also requires us to report the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow,
rather than as an operating cash flow as required under the prior statement. We recognized $0.6 million of financing cash flows for these excess tax deductions for the three months ended
March 31, 2008 and $0.3 million for the three months ended March 31, 2007.



In accordance with our 1998 Incentive Compensation Plan, we may grant restricted stock to our officers and non-officer employees. We have been issued
restricted stock grants which vest ratably over three and four year periods, and some restricted stock grants have contained portions that vest immediately. We value restricted stock awards at an
amount equal to the market price of our common stock on the date of grant and generally issue restricted stock out of treasury shares. We recognize

25

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. STOCK-BASED COMPENSATION (Continued)

compensation
expense for restricted stock awards on a straight line basis over the vesting period. A summary of the status of our non-vested restricted stock awards is set forth below:

|                                |  | Three months ended March 31,
|------------------------------- |  | ----------------------------
|
|
|Non-vested at beginning of year |  | 518                         
|Granted                         |  | 114                         
|Vested                          |  | (38                         
|Forfeited                       |  |                            
|                                |  |                             
|Non-vested at end of period     |  | 594                         
|                                |  |                             

The
total fair value of shares of restricted stock vested during the three months ended March 31, 2008 was $0.7 million and the total fair value of shares of restricted
stock vested during the three months ended March 31, 2007 was $0.3 million.

10. STATUTORY FINANCIAL DATA

Regulatory authorities require our insurance subsidiaries to maintain minimum amounts of statutory capital and surplus. However, our insurance subsidiaries need
substantially more than these minimum amounts to meet statutory and administrative requirements of adequate capital and surplus to support the current level of their operations. Each of the insurance
subsidiaries' statutory capital and surplus exceeds its respective minimum statutory requirement at levels we believe are sufficient to support their current levels of operation. Additionally, the
National Association of Insurance Commissioners, known as NAIC, imposes regulatory risk-based capital or RBC requirements on life insurance enterprises. At March 31, 2008, all of
our insurance subsidiaries maintained ratios of total adjusted capital to RBC in excess of the "authorized control level." The combined statutory capital and surplus, including asset valuation
reserve, of our insurance subsidiaries totaled $447.8 million at March 31, 2008 and $486.1 million at December 31, 2007. For the three months ended March 31, 2008,
the insurance subsidiaries generated a combined statutory net loss of $35.0 million. For the three months ended March 31, 2007, the insurance subsidiaries generated combined statutory
net income of $10.2 million.

Regulatory
authorities also require our health plan affiliates to maintain minimum amounts of capital and surplus, and these affiliates are also subject to RBC requirements. At
March 31, 2008, the statutory capital and surplus of each of our health plan affiliates exceeds its minimum requirement and its RBC is in excess of the "authorized control level." The combined
statutory capital and surplus for our health plan affiliates was $68.7 million at March 31, 2008 and $64.3 million at December 31, 2007. Combined statutory net income for
our health plan affiliates was $5.1 million for the three months ended March 31, 2008 and $5.1 million for the three months ended March 31, 2007.

26

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. LOAN PAYABLE



In connection with the MemberHealth transaction, we refinanced our amended credit facility and revolving credit facility with a new credit facility consisting of
a $350 million term loan and a $150 million revolver. For a description of the MemberHealth transaction, see See Note 4Business Combinations above. We used a portion
of the proceeds from the refinancing to repay in full the amounts outstanding on our previous credit facility and revolving credit facility. Interest under the new credit facility is currently based
on LIBOR plus a spread of 62.5 basis points. In addition, we currently pay a commitment fee on the unutilized revolving loan facility at an annualized rate of 10 basis points. In accordance with the
credit agreement for the new credit facility, the spread and fee are determined based on our consolidated leverage ratio. Effective March 31, 2008, the interest rate on the term loan portion of
the new credit facility was 4.33%. We had not drawn on the revolving loan facility as of the date of this report. As a result of the value received pursuant to the settlement agreement discussed in
Notes 4 and 18, on April 23, we have prepaid $25 million of principal under the new facility, under an approved waiver.

Under
the terms of the new credit facility, we must make principal repayments quarterly at the rate of $3.5 million per year over a five-year period with a final
payment of $308.4 million due upon maturity in September, 2012. The following table shows the schedule of principal payments remaining on the new credit facility as of March 31, 2008,
including the $25 million prepayment discussed above:

2007 Credit
Facility(in thousands)2008 (remainder of the year)

$
27,6252009


3,5002010


3,5002011


3,5002012


310,125$
348,250




On January 18, 2007, we requested and received, from the administrative agent for the lenders under our old credit facility, an additional
short-term revolving credit facility of $50.0 million. On March 13, 2007, we drew down all $50.0 million of the new short-term revolving credit facility.
This new short-term revolving credit facility had a maturity date of September 30, 2007 and bore interest at a spread of 75 basis points over the three month LIBOR rate. The initial
rate was 6.1%. On July 18, 2007, we fully repaid the $50.0 million balance on this revolving credit facility, including accrued interest of $0.3 million.



We made regularly scheduled principal payments of $0.9 million during the three months ended March 31, 2008 and $1.3 million during the three
months ended March 31, 2007, in connection with

27

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. LOAN PAYABLE (Continued)

our
credit facilities. We repaid the $87.9 million balance outstanding on our old credit facility in connection with the refinancing described above.

We
paid interest of $3.0 million during the three months ended March 31, 2008 and $1.7 million during the three months ended March 31, 2007, in connection
with our credit facilities.

12. OTHER LONG TERM DEBT

We have formed separate statutory business trusts, each of which exists for the exclusive purpose of issuing trust preferred securities representing undivided
beneficial interests in the assets of the trust, investing the gross proceeds of the trust preferred securities in junior subordinated deferrable interest debentures issued by us and engaging in only
those activities necessary or incidental to the issuance and payment of these securities. In accordance with the adoption of FASB Interpretation No. 46(R), "Consolidation of Variable Interest
Entities," we do not consolidate the trusts. In March, 2007 we issued $50 million of trust preferred securities at a fixed interest rate of 7.7%. As of March 31, 2008, the trusts have a
combined outstanding balance of $110.0 million in thirty year trust preferred securities.

We
paid $2.2 million in interest in connection with the junior subordinated debentures issued in connection with the trust preferred securities during the three months ended
March 31, 2008, and $1.5 million during the three months ended March 31, 2007.

13. DERIVATIVE INSTRUMENTSCASH FLOW HEDGE

On December 4, 2007, we entered into two separate interest rate swap agreements, one with Citibank, and one with Calyon Corporate and Investment Bank to
hedge the variability of cash flows to be paid under the new credit facility described in Note 11Loan Payable above. In entering into the swap with Citibank, we agreed to swap our
floating rate interest payment based on the floating three-month LIBOR base rate on a notional amount of $125 million in exchange for a fixed interest rate payment based on a 4.14%
locked-in fixed rate. In entering into the swap with Calyon, we agreed to swap our floating rate interest payment based on the floating three-month LIBOR base rate on a notional amount of
$125 million in exchange for a fixed interest rate payment based on a 4.13% locked-in fixed rate. The objective of the hedges is to eliminate the variability of cash flows in the
interest payments on the a combined $250 million amount of the variable rate term loan portion of our new credit facility, which is due to changes in the LIBOR base rate, through September
2012. We expect changes in the cash flows of the interest rate swap to exactly offset the changes in cash flows from interest rate payments attributable to fluctuations in the LIBOR base rate on the
$250 million portion of the variable rate term loan portion of our new credit facility. The combined fair value of these swaps was ($10.7) million at March 31, 2008. We have reflected
this fair value in other liabilities. Based on the fact that, at inception, the critical terms of the hedging instrument and the hedged forecasted transaction were the same, we have concluded that we
expect changes in cash flows attributable to the risk being hedged to be completely offset by the hedging derivative, and have designated these swaps as cash flow hedges. As a result, we reflected the
unrealized loss on these hedges in accumulated other comprehensive (loss) income. We will perform subsequent assessments of hedge effectiveness by verifying and documenting whether the critical terms
of the hedging instrument and the forecasted transaction have changed during the period, rather than by quantifying the relevant changes in cash flows.

28

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. DERIVATIVE INSTRUMENTSCASH FLOW HEDGE (Continued)

Effective
September 4, 2003, we entered into a swap agreement whereby we pay a fixed rate of 6.7% on a $15.0 million notional amount relating to the December 2002 trust
preferred securities issuance, in exchange for a floating rate of LIBOR plus 400 basis points, capped at 12.5%. This swap contract expired in December 2007. Effective April 29, 2004, we entered
into a second swap agreement whereby we pay a fixed rate of 6.98% on a $20.0 million notional amount relating to the October 2003 trust preferred securities issuance, in exchange for a floating
rate of LIBOR plus 395 basis points, capped at 12.45%. This swap contract expires in October 2008. The fair value of this swap was $0.3 million at March 31, 2008 and $0.3 million
at December 31, 2007 and is reflected in other assets. During the three
months ended March 31, 2008, there was no change in the fair value of the cash flow swap agreements and during the three months ended March 31, 2007, we reported a realized loss of
$0.2 million.

14. COMMITMENTS AND CONTINGENCIES



Plaintiff Arthur Tsutsui filed a derivative action on December 30, 2005, index no. 05-22523, in the Supreme Court for New York State,
Westchester County. The defendants in the Tsutsui Action are our officers Richard A. Barasch, Robert A. Waegelein and Gary W. Bryant, as well as all of the directors sitting on our board of directors
as of the time the complaint was filed. The Tsutsui action alleges that the same alleged misstatements that were the subject of a prior action that was dismissed after the commencement of the Tsutsui
action constituted a breach of fiduciary duty by the officer defendants and the directors that caused us to sustain damages. The Tsutsui action also seeks recovery of any proceeds derived by the
officer defendants from the sale of our stock that was in breach of their fiduciary duties. On August 17, 2006, the Court issued an order staying the case until such time, among others, as the
prior action is fully and finally resolved or settled.

Despite
the dismissal of the prior action with prejudice, the plaintiff in the Tsutsui action has declined to dismiss the complaint in that case. Accordingly, on October 1, 2007,
defendants filed a motion to dismiss the complaint for failure to state a claim, as well as on other grounds. The motion was fully briefed and submitted to the Court for decision on
December 19, 2007.



On July 25, 2007, plaintiffs filed a purported class action entitledElizabeth A. Conolly, Thomas McCormack, Shelly Z. Zhang, Green
Meadows Partners, James Stellato and Rocco Sorrentino vs. 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. The complaint alleges that



29

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

14. COMMITMENTS AND CONTINGENCIES (Continued)



The
plaintiffs sought, among other things, an injunction against the consummation of the transactions and damages in an amount to be determined.

On
May 6, 2008, the parties entered into a stipulation of settlement dated as of May 1, 2008, pursuant to which they have agreed to settle this action. The settlement
stipulation provides for the amendment of our by-laws to require specified procedures in the event of related party transactions described in the amendment, and to require that we maintain
a committee that includes at least one independent member of our board of directors to oversee the process of preparing bids for the MemberHealth Part D plans. The stipulation also provides for
the payment of the plaintiffs' legal fees in an amount not to exceed $800 thousand. Our directors and officers insurance carrier has provisionally agreed to pay 75% of this amount. The payment of the
plaintiffs' legal fees and other terms of the settlement are subject to the approval of the Court. Shareholders who are members of the class proposed to be certified in the settlement will receive
notice describing the full terms of the settlement.



We have litigation in the ordinary course of our business asserting claims for medical, disability and life insurance benefits and other matters. In some cases,
plaintiffs seek punitive damages. We believe that after liability insurance recoveries, none of these actions will have a material adverse effect on our results of operations or financial condition.

15. OTHER COMPREHENSIVE (LOSS) INCOME

The components of other comprehensive (loss) income, and the related tax effects for each component, are as follows:

|                                                                                       |                                   | Three months ended March 31,
|-------------------------------------------------------------------------------------- | --------------------------------- | ----------------------------
|
|
|
|Net unrealized (loss) gain arising during the year (net of deferred acquisition costs) |                                   | $                           
|Reclassification adjustment for losses (gains) included in net income                  |                                   |                             
|                                                                                       |                                   |                             
|Net unrealized loss                                                                    |                                   |                             
|Cash flow hedge                                                                        |                                   |                             
|Foreign currency translation adjustment                                                |                                   |                             
|                                                                                       |                                   |                             
|                                                                                       | Other comprehensive (loss) income |                             
|                                                                                       |                                   |                             

30

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

16. UNCONSOLIDATED SUBSIDIARY

During 2005, we entered into a strategic alliance with Caremark and created PDMS, which is 50% owned by us and 50% owned by Caremark. PDMS principally performs
marketing and risk management services on behalf of our Prescription PathwaySM PDPs and Caremark, for which it receives fees and other remuneration from our Prescription
PathwaySM PDPs and Caremark. We do not control PDMS and therefore we have not consolidated PDMS in our financial statements. We account for our investment in PDMS on an equity basis and
reflect it in other assets. Our investment in PDMS was $5.2 million at March 31, 2008 and $1.6 million at December 31, 2007. We reflect our share in the income or loss of
PDMS in equity in earnings of unconsolidated subsidiary. Our share in the net income of PDMS was $16.1 million for the three months ended March 31, 2008 and $13.2 million for the
three months ended March 31, 2007. PDMS made distributions to its owners aggregating $25.0 million during the three months ended March 31, 2008. Our share of those distributions
was $12.5 million. PDMS made distributions to its owners aggregating $28.0 million during the three months ended March 31, 2007. Our share of those distributions was
$14.0 million.

The
condensed financial information for 100% of PDMS is as follows:

March 31,

December 31,2008

2007(In thousands)AssetsCash and investments

$
1,588

$
701Other


10,633


6,071Total Assets

$
12,221

$
6,772Liabilities and EquityAccrued expenses and other

$
1,875

$
3,530Equity


10,346


3,242Total liabilities and equity

$
12,221

$
6,772


|
|

Three months ended
March 31,2008

2007(In thousands)Total revenue

$
32,830

$
27,146Total expenses


726


739Income

$
32,104

$
26,407


17. BUSINESS SEGMENT INFORMATION

Our business segments are based on product and consist of



31

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

17. BUSINESS SEGMENT INFORMATION (Continued)



We
also report the activities of our holding company in a separate segment. We have made reclassifications to conform prior year amounts to the current year presentation. A description
of these segments follows:

Senior Managed CareMedicare AdvantageThe Senior Managed
CareMedicare Advantage segment contains the operations of our initiatives in managed care for seniors.



Medicare Part DThis segment consists of



The
growth in our Medicare Part D business has resulted in an increase in the level of seasonality in our reported results during a given calendar year. This business generally
sees higher claims experience in the early quarters of the year, with lower claims experience in the later quarters of the year, resulting in a pattern of increasing reported net income attributable
to the Part D business.

Traditional InsuranceThis segment consists of



32

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

17. BUSINESS SEGMENT INFORMATION (Continued)



Senior Administrative ServicesOur senior administrative services subsidiary acts as a third party administrator and service provider of
senior market insurance products and geriatric care
management for both affiliated and unaffiliated insurance companies. This business provides the following services:



CorporateThis segment reflects the activities of our parent holding company, such as debt service, senior executive compensation, and
compliance with requirements resulting from our status as a public company.

We
report intersegment revenues and expenses on a gross basis in each of the operating segments but eliminate them in the consolidated results. These intersegment revenues and expenses
affect the amounts reported on the individual financial statement line items, but we eliminate them in consolidation and they do not change income before taxes. The most significant items eliminated
are intersegment revenue and expense relating to services performed by the Senior Administrative Services segment for our other segments and interest on notes payable or receivable between the
Corporate segment and the operating segments.

33

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

17. BUSINESS SEGMENT INFORMATION (Continued)

Financial
data by segment, with a reconciliation of segment revenues and segment income (loss) before income taxes to total revenue and net income in accordance with generally accepted
accounting principles is as follows:

Three months ended March 31,2008

2007Revenue

Income
(Loss)
Before
Income
Taxes

Revenue

Income
(Loss)
Before
Income
Taxes(In thousands)Senior Managed CareMedicare Advantage

$
566,719

$
371

$
382,016

$
5,992Medicare Part D


573,163


(29,634
)

105,902


4,989Traditional Insurance


122,857


1,019


134,911


(5,167
)Senior Administrative Services


22,570


6,023


25,565


5,837Corporate


669


(4,084
)

653


(7,754
)Intersegment revenues


(16,131
)




(19,329
)

Adjustments to segment amounts:Net realized (losses) gains(1)


(29,008
)

(29,008
)

1,904


1,904Equity in earnings of unconsolidated subsidiary(2)


(16,052
)




(13,203
)

Total

$
1,224,787

$
(55,313
)
$
618,419

$
5,801


---

34

---



UNIVERSAL AMERICAN CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

17. BUSINESS SEGMENT INFORMATION (Continued)

Identifiable
assets by segment are as follows:

March 31,

December 31,2008

2007(In thousands)Traditional Insurance

$
1,410,497

$
1,475,299Medicare Part D


1,299,873


1,313,538Senior Managed CareMedicare Advantage


1,040,021


1,050,336Senior Administrative Services


26,918


30,903Corporate


1,592,814


1,753,467Intersegment assets(1)


(1,326,602
)

(1,533,780
)Total Assets

$
4,043,521

$
4,089,763


---

18. SUBSEQUENT EVENTS

On April 23, 2008, upon the request of Welsh, Carson, Anderson & Stowe X, L.P., which we call "WCAS X," and pursuant to the securities
purchase agreement dated May 7, 2007 between us, WCAS X and other parties, a copy of which was included as Exhibit 10.1 to our Current Report on Form 8-K, dated
May 11, 2007, we issued to WCAS X 5,000 shares of our Series B participating convertible preferred stock, par value $1.00 per share, in exchange for a like number of shares of our
Series A participating convertible preferred stock. The shares of Series A preferred stock thereby exchanged by WCAS X had been issued and sold to WCAS X in connection with the
previously announced private placement of Series A preferred stock and Series B preferred stock to WCAS X and other investors that closed on May 15, 2007.

As
a result of the Settlement Agreement relating to the acquisition of MemberHealth under which the sellers of MemberHealth delivered approximately $98 million of value,
consisting of $47 million in cash, forgiveness of $15 million of our payment obligations under the original merger agreement and 2,027,071 shares of our common stock, and under an
approved waiver, on April 23, we have prepaid $25 million of principal under our new Credit Facility (see Notes 4 and 11).

35

---





ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis presents a review of our Company as of March 31, 2008 and our results of operations for the three months ended
March 31, 2008 and 2007. You should read the following analysis of our consolidated results of operations and financial condition in conjunction with the consolidated financial statements and
related consolidated footnotes included elsewhere in this quarterly report on Form 10-Q as well as the consolidated financial statements and related consolidated footnotes and the
Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2007.

Overview

As a result of the MemberHealth acquisition and Medicare Advantage expansion discussed in the notes to our financial statements set forth above, we have modified
the way we manage and report our business compared to the quarter ended March 31, 2008. Our Senior Managed CareMedicare Advantage segment remains unchanged and we continue to
provide separate information on the results of our PFFS and HMO businesses contained in this segment. In addition, we are now including separate information regarding development of our preferred
provider organization. We have split Part D from our Senior Market Health segment and formed a new segment to include both our Prescription PathwaySM product and Community
CCRSM product. We have combined the remaining former Senior Market Health segment, primarily Medicare supplement, with the former Specialty Health and Life & Annuity segments to
form a new combined segment, Traditional Insurance. The Senior Administrative Services segment remains unchanged and we continue to report the corporate activities of our holding company in a
separate segment. We have made reclassifications to conform prior year amounts to the current year presentation. See "Note 17Business
Segment Information" in our consolidated financial statements included in this quarterly report on Form 10-Q for a description of our segments.

We
report inter-segment revenues and expenses on a gross basis in each of the operating segments but eliminate them in the consolidated results. These inter-segment revenues and expenses
affect the amounts reported on the individual financial statement line items, but we eliminate them in consolidation and they do not change income before taxes. The significant items eliminated are



Critical Accounting Policies

We have prepared our consolidated financial statements in accordance with generally accepted accounting principles, known as GAAP. The preparation of our
financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of assets and liabilities reported by us at
the date of the financial statements and the revenues and expenses reported during the reporting period. As additional information becomes available or actual amounts become determinable, we may
revise the recorded estimates and reflect

36

---



them
in operating results. Actual results could differ from those estimates. The accounts that, in our judgment, are most critical to the preparation of our financial statements are:



There
have been no changes in our critical accounting policies during the current quarter.



We calculate and maintain reserves for the estimated future payment of claims to our policyholders using actuarial assumptions that are consistent with actuarial
assumptions we use in the pricing of our products. For our accident and health insurance business, we establish an active life reserve for expected future policy benefits, plus a liability for due and
unpaid claims and incurred but not reported claims. Our net income depends upon the extent to which our actual claims experience is consistent with the assumptions we used in setting our reserves and
pricing our policies. If our assumptions with respect to future claims are incorrect, and our reserves are insufficient to cover our actual losses and expenses, we would need to increase our
liabilities, resulting in reduced net income and shareholders' equity.

A
summary of our liabilities by category is presented in the following table:

Liability Type

March 31, 2008

December 31, 2007Amount

% of
Total
Policy
Liabilities

Amount

% of
Total
Policy
Liabilities($ in thousands)Policyholder account balances

$
424,991

23
%
$
434,859

24
%Future policy benefit reserves:Traditional life insurance


204,338

11
%

202,258

11
%Accident and health


415,072

22
%

414,192

23
%Total future policy benefit reserves


619,410

33
%

616,450

34
%Policy and contract claimsaccident and health:Due and unpaid claims


533,887

28
%

435,073

24
%Incurred but not reported claims ("IBNR")


283,520

15
%

302,116

17
%Total accident and health claim liabilities


817,407

43
%

737,189

41
%Policy and contract claimslife


12,313

1
%

12,213

1
%Total policy liabilities

$
1,874,121

100
%
$
1,800,711

100
%




Policyholder account balances represent the balance that accrues to the benefit of the policyholder, otherwise known as the account value, as of the financial
statement date. Account values increase to reflect additional deposits received and interest credited based on the account value. Account values decline to reflect surrenders and other withdrawals,
including withdrawals relating to the cost of

37

---



insurance
and expense charges. We review the interest crediting rates periodically and adjust them with certain minimum levels below which the crediting rate cannot fall as deemed necessary



The liability for future policy benefits represents the present value of estimated future benefits to be paid to or on behalf of policyholders, less the future
value of net premiums. We calculate this amount based on actuarially recognized methods using morbidity and mortality tables, which we modify to reflect our actual experience when appropriate.



The liability for future policy benefits represents the present value of estimated future benefits to be paid to or on behalf of policyholders, less the future
value of net premiums. We calculate this amount based on actuarially recognized methods using morbidity and mortality tables, which we modify to reflect our actual experience when appropriate.

For
our fixed benefit accident and sickness and our long term care products, we establish a reserve for future policy benefits at the time we issue each policy based on the present value
of future benefit payments less the present value of future premiums. We ceased issuing new long term care policies, although our current policies are renewable annually at the discretion of the
policyholder, as evidenced by the policyholder continuing to make premium payments. In establishing these reserves, we must evaluate assumptions about mortality, morbidity, lapse rates and the rate at
which new claims are submitted to us. We estimate the future policy benefits reserve for these products using the above assumptions and actuarial principles. For long-duration insurance
contracts, we use these original assumptions throughout the life of the policy and generally do not subsequently modify them.

A
portion of our reserves for long-term care products also reflect our estimates relating to members currently receiving benefits. We estimate these reserves primarily using
recovery and mortality rates, as described above.



The policy and contract claims liability for our accident and health policies include a liability for unpaid claims, including claims in the course of settlement,
as well as a liability for incurred but not yet

38

---



reported
claims, known as IBNR. Our accident & health claims liability by major product grouping is as follows:

Accident & Health Claims Liability

Direct and Assumed

Net of Reserves Ceded to ReinsurersMarch 31,
2008

% of
Total
Policy
Liabilities

December 31,
2007

% of
Total
Policy
Liabilities

March 31,
2008

December 31,
2007($ In thousands)Due & unpaid claims:Medicare Part D

$
441,327

24
%
$
352,688

20
%
$
409,769

$
336,218Medicare AdvantageHMO


68,650

4
%

59,058

3
%

63,840


53,563Otherspecialty


23,910

1
%

23,327

1
%

9,039


9,106Total due & unpaid claims


533,887

28
%

435,073

24
%

482,648


398,887IBNR:Medicare supplement


47,008

3
%

46,834

3
%

33,625


33,653Medicare AdvantagePrivate Fee-For-Service


227,185

12
%

246,048

14
%

225,877


240,832Otherspecialty


9,327


%

9,234

1
%

7,438


7,240Total IBNR


283,520

15
%

302,116

18
%

266,940


281,725Total accident and health claim liabilities

$
817,407

43
%
$
737,189

42
%
$
749,588

$
680,612


The
following factors can affect these reserves and liabilities:



Therefore,
we establish the reserves and liabilities based on extensive estimates, assumptions and prior years' statistics. When we acquire other insurance companies or blocks of
insurance, our assessment of the adequacy of acquired policy liabilities is subject to similar estimates and assumptions. Establishing reserves involves inherent uncertainties, and it is possible that
actual claims could materially exceed our reserves and have a material adverse effect on our results of operations and financial condition.

We
develop our estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim payment and claim receipt patterns, as well as historical medical
cost trends. Depending on the period for which we are estimating incurred claims, we apply a different method in determining our estimate. For periods prior to the most recent three months, the key
assumption used in estimating our IBNR is that the completion factor pattern, adjusted for known changes in claim inventory levels and claim payment processes, remains consistent over a specified
rolling period. This period, ranging from 3 to 12 months, is dependent on the type of business valued. Completion factors result from the calculation of the percentage of claims incurred during
a given period that have

39

---



historically
been adjudicated as of the reporting period. For the most recent three months, we estimate the incurred claims primarily from a trend analysis based upon per member per month, known as
PMPM, claims trends developed from our historical experience in the preceding months, adjusted for known changes in estimates of recent hospital and drug utilization data, provider contracting
changes, changes in benefit levels, product mix, and seasonality.

We
use the completion factor method for the months of incurred claims prior to the most recent three months because the historical percentage of claims processed for those months is at a
level sufficient to produce a consistently reliable result. Conversely, for the most recent three months of incurred claims, the volume of claims processed historically is not at a level sufficient to
produce a reliable result, which therefore requires that we examine historical trend patterns as the primary method of evaluation. Due to the limited historical claims experience for PFFS, estimates
for the most recent three months of incurred claims are based largely on our pricing assumptions for the product. The amounts above reflect the estimated potential medical and other expenses payable
based upon assumptions used in determining the loss ratio for the pricing of our private fee-for-service products.

Medical
cost trends potentially are more volatile than other segments of the economy. The principal intrinsic drivers of medical cost trends are:



Other
external factors may impact medical cost trends, such as:



Factors
internal to our company may also affect our ability to accurately predict estimates of historical completion factors or medical cost trends, such as:



We
consider all of these factors in estimating IBNR and in estimating the PMPM claims trend for purposes of determining the reserve for the most recent three months. Additionally, we
continually
prepare and review follow-up studies to assess the reasonableness of the estimates generated by our process and methods over time. We also consider the results of these studies in
determining the reserve for the most recent three months. Each of these factors requires significant judgment by management.

Our
historical assumptions have not varied significantly from the actual amounts experienced to the extent that the variance resulted in a material adverse impact on reserves and net
income, other than $10 million adverse development of 2007 claims experience on our PFFS business, which is discussed in connection with Segment ResultsSenior Managed
CareMedicare Advantage, later in this section. We have included a summary of the activity in our accident & health policy and contract claim liability in
Note 9Accident & Health Policy and Contract Claim Liabilities in the notes to the consolidated financial statements included in our annual report on
Form 10-K for the year ended December 31, 2007.

40

---





The following table illustrates the sensitivity of our accident and health IBNR payable at March 31, 2008 to identified reasonably possible changes to the
estimated weighted average completion factors and health care cost trend rates. However, it is possible that the actual completion factors and health care cost trend rates will develop differently
from our historical patterns and therefore could be outside of the ranges illustrated below.

Completion Factor(1):

Claims Trend Factor(2):(Decrease)
Increase
in Factor

Increase
(Decrease) in
Net Accident
& Health
IBNR

(Decrease)
Increase
in Factor

(Decrease)
Increase in
Net Accident
& Health
IBNR($ in thousands)(3)%

$
2,709

(3
)%
$
(10,979
)(2)%

$
1,800

(2
)%
$
(7,220
)(1)%

$
892

(1
)%
$
(3,660
)1%

$
(890
)
1
%
$
3,6712%

$
(1,780
)
2
%
$
7,3413%

$
(2,668
)
3
%
$
11,012






The liability for unpaid claims, including IBNR, reflects estimates of amounts to fully settle known reported claims as well as claims related to insured events
that we estimate have been incurred, but have not yet been reported to us.



We defer the following costs of acquiring new business:



We
refer to these costs as deferred acquisition costs or DAC. For interest-sensitive life and annuity products, we amortize these costs in relation to the present value of expected gross
profits on the policies arising principally from investment, mortality and expense margins in accordance with FAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain
Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments." The determination of expected gross

41

---



profits
for interest-sensitive products is an inherently uncertain process that relies on assumptions regarding:



It
is possible that the actual profits from the business may vary materially from the assumptions used in the determination and amortization of DAC.

For
other life and health products, we amortize DAC in proportion to premium revenue using the same assumptions used in estimating the liabilities for future policy benefits in
accordance with FAS
No. 60, "Accounting and Reporting by Insurance Enterprises." Under FAS No. 60, when a policy lapses, we must amortize the remaining balance of DAC relating to that policy as of the date
of the lapse. During 2007, we experienced an increase in the amount of lapses on our Medicare supplement business, resulting in an increased level of DAC amortization. During the first quarter of
2008, we saw improved persistency on this business, requiring less amortization of DAC.

We
use a prospective unlocking approach to account for DAC for our Medicare supplement business. We use assumptions for future rate increases, persistency and benefit-design in the
determination of DAC. Actual experience may vary from assumed trends, but we do not change these assumptions unless prospective unlocking is triggered. If prospective unlocking is triggered, we revise
the assumptions to bring them in line with emerging experience. Annually, during our third fiscal quarter, we perform an analysis to determine whether prospective unlocking is triggered as a result of
significant changes in the actual premium rate increase experience. At the point when prospective unlocking is triggered, we modify the DAC model prospectively with assumptions for all components. If
and when prospective unlocking is triggered, there is not an immediate impact on the DAC balance. Rather, prospective unlocking affects the pattern of the future amortization of the DAC balance.
Prospective unlocking also prospectively affects the reserves for future policy benefits for Medicare supplement business and accordingly, similar assumption revisions would occur.

42

---



We determined, based on our annual tests for potential unlocking of assumptions for DAC for our Medicare supplement business performed in the third quarter of 2007, that there were no
significant changes in the actual premium rate increase experience. Accordingly, we did not prospectively unlock the assumptions for DAC for our Medicare supplement business during 2007. The balance
of DAC for our Medicare supplement business as of March 31, 2008 was approximately $106.5 million.

We
write off deferred policy acquisition costs to the extent that we determine that the present value of future policy premiums and investment income or the net present value of expected
gross profits would not be adequate to recover the unamortized costs.



Business combinations accounted for as a purchase result in the allocation of the purchase consideration to the fair values of the assets and liabilities
acquired, including the present value of future profits, establishing such fair values as the new accounting basis. The present value of future profits is based on an estimate of the cash flows of the
in force business acquired, discounted to reflect the present value of those cash flows. The discount rate we select depends upon the general market conditions at the time of the acquisition and the
inherent risk in the transaction. We allocate purchase consideration in excess of the fair value of net assets acquired, including the present value of future profits and other identified intangibles,
for a specific acquisition, to goodwill. We perform the allocation of purchase price in the period in which we consummate the purchase. Adjustments, if any, in subsequent periods relate to resolution
of pre-acquisition contingencies, tax matters and refinements made to estimates of fair value in connection with the preliminary allocation.

Set
forth below are our annual amortization policies for each of the main categories of amortizing intangible assets:

|Description                      |  | Weighted
Average Life
At Acquisition |  | Amortization Basis                                                                                                                              
|-------------------------------- |  | ------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Insurance policies acquired      |  | 7-9                                  |  | The pattern of projected future cash flows for the policies acquired over the estimated weighted average life of the policies acquired.         
|Distribution channel acquired    |  | 30                                   |  | Straight line over the estimated life of the asset.                                                                                             
|Membership base acquired         |  | 7-10                                 |  | Straight line over the estimated weighed average life of the membership base acquired.                                                          
|Trademarks/tradenames            |  | 9                                    |  | Straight line over the estimated weighted average life of the trademarks/tradenames.                                                            
|Licenses                         |  | 15                                   |  | Straight line over the estimated weighed average life of the licenses.                                                                          
|Provider contracts               |  | 10                                   |  | Straight line over the estimated weighted average life of the contracts                                                                         
|Administrative service contracts |  | 6                                    |  | The pattern of projected future cash flows for the customer contracts acquired over the estimated weighted average life of the contracts        
|Hospital network contracts       |  | 10                                   |  | The pattern of projected future cash flows for the hospital network contracts acquired over the estimated weighted average life of the contracts

At
least annually, we review the unamortized balances of present value of future profits, goodwill and other identified intangibles to determine whether events or circumstances indicate
the carrying

43

---



value
of these assets is not recoverable, in which case we would recognize an impairment charge. We believe that no impairments of present value of future profits, goodwill or other identified
intangibles existed as of March 31, 2008.



The fair value for the majority of our fixed maturity and equity securities is determined by third party pricing service market prices. Typical inputs used by
third party pricing services include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, and/or estimated cash flows and prepayments speeds. Based on the typical
trading volumes and the lack of quoted market prices for fixed maturities, third party pricing services will normally derive the security prices through recent reported trades for identical or similar
securities making adjustments through the reporting date based upon available market observable information as outlined above. If there are no recent reported trades, the third party pricing services
may use matrix or model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included
in the pricing for mortgage-backed and asset-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based
on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral. Actual prepayment experience may
vary from these estimates. See Part I, Item 3, Quantitative and Qualititative Disclosures About Market Risk, for a discussion regarding the interest rate sensitivity of our investment
portfolio.

We
have analyzed the third party pricing services valuation methodologies and related inputs, and have also evaluated the various types of securities in our investment portfolio to
determine an appropriate SFAS 157 fair value hierarchy level based upon trading activity and the observability of market inputs. Based on the results of this evaluation and investment class
analysis, each price was classified into Level 1, 2, or 3. Most prices provided by third party pricing services are classified into Level 2 because the inputs used in pricing the
securities are market observable.

The
following table presents the fair value of fixed maturity and equity securities that are carried at fair value by SFAS 157 hierarchy levels, as of March 31, 2008 (in
thousands):

Fair
Value

% of Total
Fair ValueLevel 1

$


Level 2


1,054,674

99.3%Level 3


7,579

0.7%$
1,062,253

100.0%


The
fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between knowledgeable, unrelated willing parties using inputs,
including assumptions and estimates, a market participant would utilize. As such, the estimated fair value of a financial instrument may differ significantly from the amount that could be realized if
the security was sold immediately.

Due
to a general lack of transparency in the process that brokers use to develop prices, most valuations that are based on broker's prices are classified as Level 3. Internal
model priced securities, primarily consisting of private placement asset-backed securities, are also classified as Level 3 because this model pricing includes significant
non-observable inputs. Private placement equity securities are classified as Level 3 due to the lack of observable inputs.

44

---



The
following table presents the fair value of the significant asset sectors within the SFAS 157 Level 3 securities as of March 31, 2008 (in thousands):

Fair
Value

% of Total
Fair ValueMortgage and asset-backed securities

$
7,089

93.5%Equity securities


490

6.5%Total Level 3 securities

$
7,579

100%


Mortgage
and asset-backed securities represents private-placement collateralized debt obligations that are thinly traded and priced using an internal model or by independent brokers.



We regularly evaluate the amortized cost of our investments compared to the fair value of those investments. We generally recognize impairments of securities when
we consider a decline in fair value below the amortized cost basis to be other-than-temporary. The evaluation includes the intent and ability to hold the security to recovery,
and is considered on an individual security basis, not on a portfolio basis. Impairment losses for certain mortgage-backed and asset-backed securities are recognized when an adverse change in the
amount or timing of estimated cash flows occurs, unless the adverse change is solely a result of changes in estimated market interest rates. Impairment losses are also recognized when declines in fair
values based on quoted prices are determined to be other than temporary.

The
evaluation of impairment is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of
investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer's financial condition or near term recovery
prospects, the effects of changes in interest rates or credit spreads and the recovery period. Our accounting policy requires that we assess a decline in the value of a security below its cost or
amortized cost basis to determine if the decline is other-than-temporary. If we deem the security to be other-than-temporarily impaired, we record a
charge in net realized
capital losses equal to the difference between the fair value and cost or amortized cost basis of the security. The fair value of the other-than-temporarily impaired investment
becomes its new cost basis. We have a security monitoring process overseen by our Investment Committee, consisting of investment and accounting professionals that identify securities that, due to
certain characteristics, as described below, are subjected to an enhanced analysis on a quarterly basis.

We
review our fixed maturity securities at least quarterly to determine if an other-than-temporary impairment is present based on quantitative and qualitative
factors. The primary factors considered in evaluating whether a decline in value is other-than-temporary include:



Each
quarter, during this analysis, we assert our intent and ability to retain until recovery those securities judged to be temporarily impaired. Once identified, trading on these
securities is restricted unless approved by members of the Investment Committee. The Investment Committee will only authorize the sale of these securities based on criteria that relate to events that
could not have been foreseen. Examples of the criteria are the deterioration in the issuer's creditworthiness, a change in regulatory requirements or a major business combination or major disposition.

45

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We hold securities with exposure to subprime residential mortgages. Subprime mortgage lending is the origination of residential mortgage loans to customers with
weak credit profiles. The slowing U.S. housing market, greater use of mortgage products with low introductory interest rates, generally referred to as "teaser rates," and relaxed underwriting
standards for some originators of subprime loans have recently led to higher delinquency and loss rates, especially with regards to securities issued in 2006 and 2007 that are collateralized by
interests in mortgages originated in 2006 and 2007; the year of issuance is known as the vintage year. These factors have caused a significant reduction in market liquidity and repricing of risk,
which has led to a decrease in the market valuation of these securities sector wide.

As
of March 31, 2008, we held subprime securities with par values of $144 million, an amortized cost of $73 million and a market value of $65 million
representing approximately 4% of our cash and invested assets, with collateral comprised substantially of first lien mortgages. The majority of these securities are in senior or senior-mezzanine level
tranches, which have preferential liquidation characteristics, and have an average rating of AA by Standard & Poors, a division of the McGraw Hill Companies, Inc., known as S&P, or
equivalent. Two of these securities have experienced credit downgrades. Further, twelve securities, including the two already downgraded, with an amortized cost of approximately $25 million
have been placed on negative credit watch. The following table presents our exposure to subprime residential mortgages by vintage year.

|Vintage Year |  | Amortized
Cost |        | Fair
Value |   | Unrealized
Loss | 
|------------ |  | -------------- | ------ | ---------- | - | --------------- | 
|
|2003         |  | $              | 6,709  |            | $ | 5,300           | 
|2004         |  |                | 3,869  |            |   | 3,243           | 
|2005         |  |                | 27,867 |            |   | 22,931          | 
|2006         |  |                | 24,414 |            |   | 24,250          | 
|2007         |  |                | 10,402 |            |   | 9,470           | 
|             |  |                |        |            |   |                 | 
|Totals       |  | $              | 73,261 |            | $ | 65,194          | 
|             |  |                |        |            |   |                 | 

We
continuously review our subprime holdings stressing multiple variables, such as cash flows, prepayment speeds, default rates and loss severity, and comparing current base case loss
expectations to the loss required to incur a principal loss, or breakpoint. This breakpoint currently exceeds the base case loss expectation for all but 2 holdings to varying degrees. We expect
delinquency and loss rates in the subprime mortgage sector to continue to increase in the near term. Those securities with a greater variance between the breakpoint and base case can withstand this
further deterioration. However, holdings where the base case is closer to the breakpoint, principally holdings from the 2006 and 2007 vintage years, are more likely to incur a principal loss. We
utilize third party pricing services to provide or estimate market prices. The major inputs used by third party pricing services include, but are not limited to, reported trades, benchmark yields,
issuer spreads, bids, offers, and estimated cash flows and prepayment speeds. If there are no recent reported trades, the third party pricing services may use matrix or model processes to develop a
security price, as has recently been the case with many of our subprime holdings recently.

At
December 31, 2007, we recognized other than temporary impairments in the value of our securities with exposure to subprime mortgages totaling $41.0 million. As of
March 31, 2008, we recognized other than temporary impairments in the value of our securities with exposure to subprime mortgages totaling $29.8 million. We continue to review the
estimated fair values indicated by pricing provided by the third party pricing services and, while prices in our portfolio have been relatively stable since March 31, 2008, we cannot give
assurance that there will be no further impairments on these securities, until the market as a whole stabilizes. However, we believe that we will recover principal and interest greater than the market
prices currently indicate.

46

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We use the liability method to account for deferred income taxes. Under the liability method, we recognize deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and
liabilities using enacted tax rates that we expect to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize in income the effect on
deferred tax assets and liabilities of a change in tax rates in the period that includes the enactment date of a change in tax rates.

We
establish valuation allowances on our deferred tax assets for amounts that we determine will not be recoverable based upon our analysis of projected taxable income and our ability to
implement prudent and feasible tax planning strategies. We recognize increases in these valuation allowances as deferred tax expense. We reflect portions of the valuation allowances subsequently
determined to be no longer necessary as deferred tax benefits. To the extent that valuation allowances were established in conjunction with acquisitions, we first apply changes in those allowances to
increasing or decreasing the goodwill, but not below zero, or other intangibles related to the acquisition and then apply those changes as an increase or decrease in income tax expense.

As
of March 31, 2008, we have $13.6 million of valuation allowances primarily related to the tax benefits associated with a New York state net operating loss carryforward
($2.9 million) and the tax benefit of the impairment taken on subprime mortgage investments ($10.4 million).

Significant Transactions and Initiatives



We entered the Medicare Advantage business in 2004 with the acquisition of Heritage Health Systems, Inc. which operates Medicare Advantage coordinated care
plans in Texas, Oklahoma and Wisconsin. We have continued to increase our marketing of Medicare Advantage plans for Medicare HMOs and PFFS.

As
of March 31, 2008 our HMO enrollment has increased to approximately 52,000 members. We elected not to renew our Medicare Advantage contract in Florida for 2008, and as of
January 1, 2008 we had no membership in Florida.

Through
our insurance subsidiaries American Progressive, Pyramid Life and Marquette we currently offer our PFFS products in 47 states in 2008, up from 35 states at December 31,
2007. As of March 31, 2008 our enrollment in PFFS plans has decreased to approximately 176,000 members.

In
late 2007, we began efforts to cultivate provider relationships to establish Medicare Advantage preferred provider organizations, known as PPOs. In December 2007, we advised CMS of
our intent to market PPO products and as of March 31, 2008, we had contracted with providers in several markets. We are preparing to seek CMS authorization to begin actively marketing PPO
products in October 2008 for effective dates of January 1, 2009. While we cannot provide assurances that we will receive all necessary authorizations from CMS, based upon our experience with
Medicare Advantage products, we are confident necessary approvals will be obtained.



Effective January 1, 2006, private insurers were permitted to sponsor insured stand-alone PDPs pursuant to Part D, which was established by the MMA.
The Federal government pays a portion of the premium for this insurance, and the individuals who enroll pay the balance, if any. The Federal government will also provide additional subsidies in the
form of premium support and coverage of the cost-sharing elements of the plan to specified low income Medicare beneficiaries. For the 2008 plan year, we offered, through our insurance
subsidiaries, our Prescription PathwaySM prescription drug plans in all 34 regions designated by CMS in which we bid. In addition, since we had a national plan bid

47

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below
the benchmark in 30 regions, we received auto assignment of dual eligibles and low income subsidy beneficiaries who are dually eligible for Medicare and Medicaid in these 30 regions.

Through
our strategic alliance with Caremark, we retain 50% of the Medicare Part D business of our Prescription PathwaySM PDPs. PharmaCare Re reinsures the remainder
on a 50% quota share basis. Additionally, as part of the strategic alliance, we created PDMS, which is 50% owned by us and 50% owned by Caremark. PDMS principally performs marketing and risk
management services on behalf of our PDPs, other than our MemberHealth PDPs and PharmaCare Re.

We
also participated, on a 33.3% basis, in an unaffiliated plan with Arkansas Blue Cross and Blue Shield and PharmaCare Re. The contract for this participation terminated as of
January 1, 2008 and the business was assumed by Arkansas Blue Cross . Under the termination provisions of the contract, we will receive an amount equal to two years of the estimated future
profits generated by the block of business. We have recorded an estimated amount of $0.8 million in the first quarter 2008.



On September 21, 2007, we completed the acquisition of MemberHealth, Inc., a privately-held pharmacy benefits manager, or PBM, and
sponsor of Community CCRxSM, a national Medicare Part D plan with 1.2 million members. Prior to the acquisition, MemberHealth was a leading national Medicare Part D
sponsor, offering Medicare prescription drug plans in 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. MemberHealth, Inc. had more than 60,000 pharmacies in its
pharmacy network and covered 98 of the top 100 medications taken by Medicare beneficiaries.

We
paid the initial purchase price of $630 million, 55% in cash and 45% in our common stock valued at $20 per share. We paid transaction costs of approximately $12 million
in cash. In addition to the purchase price, the transaction includes an additional three year earn-out tied to target earnings from the MemberHealth business. The maximum aggregate amount
potentially payable under the performance-based earn-out is $150 million, payable in cash and our common stock.

Subsequent
to December 31, 2007, we determined that expected operating income for 2008 from the MemberHealth business, which we acquired in September 2007, will be less than
previously forecast. The reason for the decline in expected income is that premium payments to MemberHealth will be lower than anticipated based upon the bids submitted by MemberHealth in June 2007
for its 2008 Part D plans, and later accepted by CMS. The premium payments are lower primarily as a result of incorrect information concerning the risk scores in the MemberHealth bids. In
accounting for the issue relating to the 2008 bids, we recorded an acquisition liability of $39.2 million for the below-market contract that is being amortized into income over the contract
period, January 1, 2008 to December 31, 2008. We amortized $9.9 million of this acquisition liability in the quarter ended March 31, 2008. This amortization is reflected in
direct premium and policyholder fees earned in the consolidated statements of operations.

We
also discovered after December 31, 2007 that MemberHealth incorrectly calculated its expected risk corridor receivable in its first quarter 2007 financial statements, resulting
in an overstatement of pre-tax income for the first quarter of 2007 of approximately $26 million. In our financial statements for the year ended December 31, 2007 included in
our filed Form 10K, we adjusted the acquired financial statements to reflect the impact of this error, through an adjustment to purchase GAAP accounting, which reduced receivables and increased
goodwill by $23 million, the after-tax amount of the misstatement.

In
connection with these issues, in March 2008, we concluded a settlement agreement under which the sellers of MemberHealth delivered approximately $98 million of value, including
$47 million in cash, 2,027,071 shares of our common stock and $15 million in future amounts due to the sellers, which have been forgiven. We have retired the shares.

48

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We
expect the MemberHealth transaction to create significant strategic benefits, including the opportunity for us to build upon MemberHealth's successful pharmacy-centric business model
through its ongoing alliance with the National Community Pharmacists Association, known as the NCPA and to introduce additional value-oriented health products and services into the market.

To
fund the cash required to close the transaction and to provide us with capital to support our organic growth, investment funds operated by Lee Equity Partners, LLC, Perry
Capital, LLC, Union Square Partners Management, LLC, the successor to Capital Z Management, LLC, and Welsh, Carson, Anderson & Stowe X, L.P., acquired shares of our
preferred stock valued at $20 per equivalent share of our common stock. The preferred stock is convertible into shares of our common stock. The preferred stock does not bear a dividend, and we can
require exchange of the preferred stock into common stock after one year. See Note 8Stockholders' Equity to the consolidated financial statements included elsewhere in this
quarterly report on Form 10-Q, for additional information regarding the preferred stock. These funds invested a total of approximately $350 million, of which they funded
$100 million in the second quarter of 2007, and the remainder effective September 21, 2007. We did not register the preferred stock under the Securities Act of 1933, as amended, and it
may not be subsequently offered or sold by investors in the United States absent registration or an applicable exemption from the registration requirement.

Results of OperationsConsolidated Overview

The following table reflects (loss) income from each of our segments and contains a reconciliation to reported net (loss) income:

|                                            |                                      | Three months ended
March 31, |        
|------------------------------------------- | ------------------------------------ | ---------------------------- | -------
|
|
|Senior Managed CareMedicare Advantage(1)   |                                      | $                            | 371    
|Medicare Part D(1)                          |                                      |                              | (29,634
|Traditional Insurance(1)                    |                                      |                              | 1,019  
|Senior Administrative Services(1)           |                                      |                              | 6,023  
|Corporate(1)                                |                                      |                              | (4,084 
|Net realized gains (losses) on investments  |                                      |                              | (29,008
|                                            |                                      |                              |        
|Income before provision for income taxes(1) |                                      |                              | (55,313
|                                            | (Benefit) provision for income taxes |                              |        
|                                            |                                      |                              |        
|Net (loss) income                           |                                      | $                            | (46,000
|                                            |                                      |                              |        
|Earnings per common share (diluted):        |                                      |                              |        
|                                            | Net (loss) income                    |                              | $      
|                                            |                                      |                              |        

---



The net loss for the three months ended March 31, 2008 was $46.0 million, or $0.50 per diluted share, compared to net income of $4.4 million,
or $0.07 per diluted share for the three months ended March 31, 2007. The net loss for the first quarter of 2008 includes realized investment losses, net of tax, of $29.3 million, or
$0.32 per diluted share, relating primarily to the recognition of other than temporary impairment of certain of our securities with exposure to subprime mortgages. Net income for the first quarter of
2007 includes realized investment gains, net of tax, of $1.2 million, relating

49

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primarily
to the gain on the sale of Peninsular. Our effective tax rate was 16.8% for the first quarter of 2008, and 24.8% for the first quarter of 2007. The decline in the effective tax rate in the
first quarter of 2008 is due primarily to a valuation allowance established in connection with the subprime impairment

Our
Senior Managed CareMedicare Advantage segment generated segment income of $0.4 million in the three months ended March 31, 2008, a decrease of
$5.6 million compared to the first three months ended March 31, 2007, primarily due to an increased medical loss ratio on our PFFS plan offerings and $1.3 million of
start-up costs associated with establishing a PPO network partially offset by improved HMO results.

Our
Medicare Part D income decreased by $34.6 million, compared to the first quarter of 2007. MemberHealth was acquired on September 21, 2007 and the three months
ended March 31, 2008 includes a loss of $29.2 million on MemberHealth's business, as this is a period of the year that typically generates operating losses for prescription drug plans
due to the seasonal nature of the benefits provided.

Our
Traditional Insurance segment income increased by $6.2 million, compared to the first quarter of 2007, due to increased earnings on Medicare supplement business, partially
offset by lower earnings on specialty health. Income from our life insurance and annuity business was flat, compared to the first quarter of 2007. The overall loss ratio for the segment was 77.1% for
the quarter ended March 31, 2008, compared with 78.9% for the same period last year. Individual loss ratios for the quarter ended March 31, 2008 were 76.2% for Medicare supplement,
compared with 78.2% for the same period last year; 92.5% for specialty health, compared with 91.0% for the same period last year and 63.1% for life and annuity, compared with 67.4% for the same period
last year.

Segment
income for our Senior Administrative Services segment increased by $0.2 million, or 3%, to $6.0 million for the first quarter of 2008, as compared to the same
period of 2007. This increase is primarily the result of the growth in business administered.

The
loss from our Corporate segment decreased by $3.7 million, or 47%, for the first quarter of 2008 compared to the first quarter of 2007. The improvement was due primarily to
significantly lower officer bonus expenses and an increase in net investment income, partially offset by an increase in interest costs, and the cost of stock based compensation.

Segment ResultsSenior Managed CareMedicare Advantage

Three months ended
March 31,2008

2007(In thousands)Net premiums

$
561,685

$
379,098Net investment and other income


5,034


2,918Total revenue


566,719


382,016Medical expenses


490,290


317,027Amortization of intangible assets


1,014


971Commissions and general expenses


75,044


58,026Total benefits, claims and other deductions


566,348


376,024Segment income

$
371

$
5,992


Our
Senior Managed CareMedicare Advantage segment includes the operations of our private fee-for-service business, known as PFFS, and
our coordinated care plans, which we refer to as HMO's, that offer coverage to Medicare beneficiaries in southeastern Texas, north Texas, Oklahoma and Wisconsin. These businesses provide managed care
for seniors under a contract with CMS. Our career and independent agents currently sell PFFS through American Progressive, Pyramid Life and Marquette in approximately 3,100 counties across 47 states.
Our HMO products are sold by our career and independent agents and directly by employee representatives. In addition, beginning in 2008, this segment includes start up costs associated with the
establishment of an affiliated PPO.

50

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Our Senior Managed CareMedicare Advantage segment generated segment income of $0.4 million in the three months ended March 31, 2008, a
decrease of $5.6 million compared to the first three months ended March 31, 2007, primarily due to an increased medical loss ratio on our PFFS plan offerings and $1.3 million of
start-up costs associated with the PPO, partially offset by improved HMO results.

Private Fee-for-Service

|                                 |                                             | Three months ended
March 31, |        
|-------------------------------- | ------------------------------------------- | ---------------------------- | -------
|
|
|Net premiums                     |                                             | $                            | 409,008
|Net investment and other income  |                                             |                              | 3,260  
|                                 |                                             |                              |        
|                                 | Total revenue                               |                              |        
|                                 |                                             |                              |        
|Medical expenses                 |                                             |                              | 371,141
|Commissions and general expenses |                                             |                              | 50,048 
|                                 |                                             |                              |        
|                                 | Total benefits, claims and other deductions |                              |        
|                                 |                                             |                              |        
|Net loss                         |                                             | $                            | (8,921 
|                                 |                                             |                              |        

Membership.For a discussion of the accounting for Medicare Advantage policies, including PFFS, see Note 2 of the
notes to the consolidated financial statements in our annual report on Form 10-K Although we are unable to precisely quantify the impact of any potential member change from that
used in our consolidated financial results, we do not believe that any change from the amounts reported as of March 31, 2008 is likely to be material.



Revenues.Net premiums for the PFFS business increased by $144.5 million compared to the three months ended
March 31, 2007, primarily due to growth in membership. Membership increased to approximately 176,000 as of March 31, 2008 from approximately 146,000 as of March 31, 2007. Net
investment income increased by $2.0 million, due primarily to growth in invested assets as a result of growth in business partially offset by a decline in interest rates.

Benefits, Claims and Expenses.Medical expenses increased by $140.2 million, compared to the first quarter of 2007,
primarily due to growth in membership combined with an increase in the medical loss ratio. The PFFS medical loss ratio increased to 90.7% for the first quarter of 2008 from 87.3% for the first quarter
of 2007 primarily due to more competitively priced products and $10 million adverse development of 2007 claim experience. Commissions and general expenses increased by $14.5 million
compared to the first quarter of 2007, due primarily to the growth in business.

51

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HMOs

|                                  |                                             | Three months ended
March 31,
|--------------------------------- | ------------------------------------------- | ----------------------------
|
|
|Net premiums                      |                                             | $                           
|Net investment and other income   |                                             |                             
|                                  |                                             |                             
|                                  | Total revenue                               |                             
|                                  |                                             |                             
|Medical expenses                  |                                             |                             
|Amortization of intangible assets |                                             |                             
|Commissions and general expenses  |                                             |                             
|                                  |                                             |                             
|                                  | Total benefits, claims and other deductions |                             
|                                  |                                             |                             
|Net income                        |                                             | $                           
|                                  |                                             |                             



Revenues.Net premiums for our HMOs increased by $38.1 million, or 33%, compared to the first quarter of 2007,
primarily due to growth in membership. Medicare membership increased to approximately 52,000 members at March 31, 2008 from approximately 45,100 at March 31, 2007. In addition, the first
quarter of 2008 reflects a full quarter of revenue from Harmony Health, which we acquired on March 1, 2007, an increase of $10.3 million.

Benefits, Claims and Expenses.Medical expenses increased by $33.1 million, or 38%, compared to the first quarter of
2007. Growth in Medicare membership added approximately $23.6 million and three full months of the Harmony Health commercial business added $6.5 million. Of the remaining
$3.0 million balance, $2.9 million was due to increase of utilization of member benefits. The medical loss ratio for the HMOs increased to 77.5% for the first quarter of 2008, from 75.3%
for the first quarter of 2007, as a result of an increase in utilization of member benefits and provider compensation. Commissions and general expenses, as a percent of net premiums, decreased by 4.2%
from 19.7% in the first quarter of 2007 to 15.5% in the first quarter of 2008. The first quarter of 2007 included start up costs associated with the acquisition of members in new markets.

|                                  |                                             | Three months ended
March 31,
|--------------------------------- | ------------------------------------------- | ----------------------------
|
|
|Net premiums                      |                                             | $                           
|Net investments and other income  |                                             |                             
|                                  |                                             |                             
|                                  | Total revenue                               |                             
|                                  |                                             |                             
|Medical expenses                  |                                             |                             
|Amortization of intangible assets |                                             |                             
|Commisions and general expenses   |                                             |                             
|                                  |                                             |                             
|                                  | Total benefits, claims and other deductions |                             
|                                  |                                             |                             
|Net loss                          |                                             | $                           
|                                  |                                             |                             

52

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Expenses.Commisions and general expenses increased by $1.3 million compared to the first quarter of 2007 due to the
costs of establishing the PPO network.

Segment ResultsMedicare Part D

|                                                          |                                             | Three months ended
March 31, |        
|--------------------------------------------------------- | ------------------------------------------- | ---------------------------- | -------
|
|
|Direct and assumed premium                                |                                             | $                            | 523,542
|Risk corridor adjustment/government reinsurance           |                                             |                              | 126,311
|                                                          |                                             |                              |        
|Direct and assumed premium after risk corridor adjustment |                                             |                              | 649,853
|Ceded premium                                             |                                             |                              | (99,088
|                                                          |                                             |                              |        
|                                                          | Net premium                                 |                              |        
|Other Part D incomePDMS                                  |                                             |                              | 16,052 
|                                                          |                                             |                              |        
|Total Part D revenue                                      |                                             |                              | 566,817
|Net investment and other income                           |                                             |                              | 6,346  
|                                                          |                                             |                              |        
|                                                          | Total revenue                               |                              |        
|                                                          |                                             |                              |        
|Pharmacy benefits                                         |                                             |                              | 544,450
|Commissions and general expenses                          |                                             |                              | 58,347 
|                                                          |                                             |                              |        
|                                                          | Total benefits, claims and other deductions |                              |        
|                                                          |                                             |                              |        
|Segment (loss) income                                     |                                             | $                            | (29,634
|                                                          |                                             |                              |        

On
January 1, 2006, we began providing prescription drug benefits in accordance with Medicare Part D as a stand-alone benefit to Medicare eligible beneficiaries under our
Prescription PathwaySM PDPs. We reinsure 50% of the business of our Prescription PathwaySM PDPs to PharmaCare Re.

We
also participated, on a 33.3% basis, in an unaffiliated plan with Arkansas Blue Cross and Blue Shield and PharmaCare Re. The contract for this participation terminated as of
January 1, 2008 and the business was assumed by Arkansas Blue Cross. Under the termination provisions of the contract, we will receive an amount equal to two years of the estimated future
profits generated by the block of business. We have recorded an estimated amount of $0.8 million in the first quarter 2008.

For
a discussion of the accounting for Part D see Notes 2 and 15 of the notes to the consolidated financial statements in our annual report on Form 10-K.
Our revenues and claims expense are based on earned premium and incurred pharmacy benefits for the reported enrolled membership. The membership information is subject to reconciliation and refinement
with CMS with respect to the allocation among all plans participating in the Part D program and is an on-going process. As a result of the on-going reconciliation
process, it is likely that the membership data upon which we based our results will change, with a corresponding change in the financial results for the segment. We are unable to precisely quantify
the impact of any potential change until the membership data for specific time periods is fully reconciled with CMS, however, based upon our past experience, we do not believe that the effect of any
change from the amounts reported as of March 31, 2008 is likely to be material.

Other
Part D incomePDMS represents our equity in the earnings or loss of PDMS. We report this as revenue for segment reporting purposes in analyzing the ratio of net
pharmacy benefits incurred because the amount is incorporated in the calculation of the risk corridor adjustment. For consolidated reporting, this amount is included as a separate line following
income from continuing operations. See

53

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the
reconciliation of segment revenues in Note 17 of the notes to the consolidated financial statements in this quarterly report on Form 10-Q.



Our Medicare Part D income decreased by $34.6 million, compared to the first quarter of 2007. MemberHealth was acquired on September 21, 2007
and the three months ended March 31, 2008 includes a loss of $29.2 million on MemberHealth's business, as this is a period of the year that typically generates operating losses for
prescription drug plans due to the seasonal nature of the benefits provided.

Membership.At March 31, 2008, our total membership for Medicare Part D was 1,846,000 members compared to
490,000 members at March 31, 2007, an increase of 1,356,000 members principally attributable to our acquisition of MemberHealth. For Prescription PathwaySM. we based our
membership on enrollment information provided by CMS which indicated that, as of March 31, 2008, approximately 537,000 members were enrolled, that we participate in on a 50% basis, for which we
were paid by CMS. This represents an increase of 15% over the March 31, 2007 membership of approximately 466,000. As a result of our acquisition of MemberHealth, our Part D membership as
of March 31, 2008, also includes approximately 1,309,000 members enrolled in our Community CCRxSM PDP. Prior to January 1, 2008, we participated, on a 33.3% basis, in BCBS
that had approximately 24,000 members at March 31, 2007.

Revenues.Direct and assumed premium increased by $381.8 million, or 295%, compared to the first quarter of 2007. This
growth resulted primarily from the acquisition of MemberHealth which generated $381.6 million of direct and assumed premium in the first quarter of 2008. The MemberHealth premium includes
$9.9 million of amortization of the below market contract liability recorded in connection with the MemberHealth acquisition. The change in the government risk corridor adjustment increased
revenue by an additional $87.7 million compared to the first quarter of 2007. The government risk corridor adjustment from MemberHealth was an increase in revenues of $78.0 million. The
government risk corridor adjustment from our Prescription PathwaySM business was $2.5 million more of an increase in revenue in the first three months of 2008 compared to 2007.

Other
Part D incomePDMS increased by $2.8 million compared to the first quarter of 2007 as a result of growth in business at PDMS. Net investment and other
income increased by $5.1 million principally as a result of $3.9 million of PBM revenues from MemberHealth.

Benefits, Claims and Expenses.Pharmacy benefits increased by $453.1 million, compared to the first quarter of 2007.
The MemberHealth business generated $445.9 million of benefits in the quarter, while benefits for our Prescription PathwaySM business increased by $7.2 million or 7.8% over
the first quarter of 2007. The ratio of incurred prescription drug benefits to net premium for 2008 was 100.7% compared to 99.9% for 2007. Commissions and general expenses increased by
$48.8 million, compared to the first quarter of 2007. MemberHealth added $48.4 million during the quarter. The balance of the increase of $0.4 million relates to the growth in our
Prescription PathwaySM business.

54

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Segment ResultsTraditional Insurance

|                                                    |                    | Three months ended
March 31,                |       
|--------------------------------------------------- | ------------------ | ------------------------------------------- | ------
|
|
|Premiums:                                           |                    |                                             |       
|                                                    | Direct and assumed |                                             | $     
|                                                    | Ceded              |                                             |       
|                                                    |                    |                                             |       
|                                                    |                    | Net premiums                                |       
|Net investment income                               |                    |                                             | 16,422
|Other income                                        |                    |                                             | 1,226 
|                                                    |                    |                                             |       
|                                                    |                    | Total revenue                               |       
|Policyholder benefits                               |                    |                                             | 81,153
|Interest credited to policyholders                  |                    |                                             | 4,139 
|Change in deferred acquisition costs                |                    |                                             | 7,530 
|Amortization of intangible assets                   |                    |                                             | 804   
|Commissions and general expenses, net of allowances |                    |                                             | 28,212
|                                                    |                    |                                             |       
|                                                    |                    | Total benefits, claims and other deductions |       
|                                                    |                    |                                             |       
|Segment income (loss)                               |                    | $                                           | 1,019 
|                                                    |                    |                                             |       



Our Traditional Insurance segment income increased by $6.2 million, compared to the first quarter of 2007, due to increased earnings on Medicare supplement
business, partially offset by lower earnings on specialty health. Income from our Life Insurance and Annuity business was flat, compared to the first quarter of 2007. The overall loss ratio for the
segment was 77.1% for the quarter ended March 31, 2008, compared with 78.9% for the same period last year. Individual loss ratios for the quarter ended March 31, 2008 were 76.2% for
Medicare supplement, compared with 78.2% for the same period last year; 92.5% for specialty health, compared with 91.0% for the same period last year and 63.1% for life and annuity, compared with
67.4% for the same period last year.

Revenues.Net premium declined by $12.1 million, or 10% and was primarily caused by the continued effect of lapsation
of our Medicare supplement in force products. Below is a summary of premium for the segment by major lines of business:

Premium

|                           |               | Three months ended March 31,
|-------------------------- | ------------- | ----------------------------
|
|
|
|Medicare supplement        |               | $                           
|Specialty health           |               |                             
|Life insurance and annuity |               |                             
|                           |               |                             
|                           | Total premium |                             
|                           |               |                             

Benefits, Claims and Expenses.Policyholder benefits incurred declined by $11.4 million, or 12%,
compared to the first quarter of 2007. The overall loss ratio for the segment decreased to 77.1% for the first quarter of 2008 compared to 78.9% for the first quarter of 2007. The decline in benefits
was principally caused by a reduction in Medicare supplement benefits of $9.2 million as a result of a decline in the business and the improvement in the loss ratio to 76.2% for the first
quarter of 2008 from 78.2% for the same period last year.

55

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Change in deferred acquisition costs decreased $2.7 million compared to the first quarter of 2007. This decreased primarily as a result of a lower level of lapsation of our
Medicare supplement in force business

Commissions
and general expenses, net of reinsurance allowances, decreased by $3.3 million, or 11%, compared to the first of 2007. The following table details the components of
commission and other operating expenses:

Three months ended
March 31,2008

2007(In thousands)Commissions

$
17,944

$
20,505Other operating costs


19,127


21,548Reinsurance allowances


(8,860
)

(10,505
)Commissions and general expenses, net of allowances

$
28,211

$
31,548


The
lower level of commissions is associated with the continued growth of our in force renewal premium and less new business production that has higher commission rates.
Other operating costs were lower for the first three months of 2008, compared to the first three months of 2007 as a result of lower acquisition expenses due to less new business production and lower
fixed costs. Commission and expense allowances received from reinsurers decreased for the first quarter of 2008 from the first
quarter of 2007, primarily due to the reduction in new business ceded and the effects of normal lower commission allowances on our aging base of ceded renewal business.

Segment ResultsSenior Administrative Services

|                                                |                         | Three months ended
March 31,
|----------------------------------------------- | ----------------------- | ----------------------------
|
|
|Affiliated fee revenue                          |                         |                             
|                                                | Medicare supplement     |                             
|                                                | Part D                  |                             
|                                                | Private Fee-for-service |                             
|                                                | Long term care          |                             
|                                                | Life insurance          |                             
|                                                | Other                   |                             
|                                                |                         |                             
|                                                |                         | Total affiliated revenue    
|                                                |                         |                             
|Unaffiliated fee revenue                        |                         |                             
|                                                | Medicare Advantage      |                             
|                                                | Medicare supplement     |                             
|                                                | Long term care          |                             
|                                                | Non-insurance products  |                             
|                                                | Part D                  |                             
|                                                | Other                   |                             
|                                                |                         |                             
|                                                |                         | Total unaffiliated revenue  
|                                                |                         |                             
|                                                |                         | Total revenue               
|                                                |                         |                             
|Amortization of present value of future profits |                         |                             
|General expenses                                |                         |                             
|                                                |                         |                             
|                                                |                         | Total expenses              
|                                                |                         |                             
|Segment income                                  |                         | $                           
|                                                |                         |                             

56

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Unaffiliated
revenue includes fees received to administer certain business of our insurance subsidiaries that is 100% reinsured to an unaffiliated reinsurer. These fees
amounted to $0.6 million and $0.7 million for the three months ended March 31, 2008 and 2007, respectively. In 2007 we performed certain administrative functions for the
affiliated private fee-for-service line that will be performed directly by the affiliated entities in 2008. These fees, together with the affiliated revenue, were eliminated in
consolidation.



Segment income for our Senior Administrative Services segment increased by $0.2 million, or 3%, to $6.0 million for the first quarter of 2008, as
compared to the same period of 2007. This increase is primarily the result of the growth in business administered in all lines except affiliated private fee-for-service.

Revenue
declined by $3.0 million, or 12%, during the first quarter of 2008 compared to the first quarter of 2007. Affiliated service fee revenue decreased by $3.3 million
primarily as a result of the loss of fee income associated with the administration of our private fee-for-service business that was performed directly by the affiliated
entities in 2008 and a decline in Medicare supplement revenues on a smaller book of business partially offset by an increase in Part D revenues on a growing block of business. Unaffiliated
service fee revenue increased by $0.4 million, due primarily to an increase in services performed for unaffiliated Medicare Advantage business, partially offset by a decrease in additional
administrative services performed for clients for the other unaffiliated lines of business. General expenses for the segment decreased by $3.2 million, or 16%, primarily attributed to the
decline of the affiliated PFFS business.

Segment ResultsCorporate

The following table presents the primary components comprising the loss from the segment:

|                                                  |              | Three months ended
March 31,
|------------------------------------------------- | ------------ | ----------------------------
|
|
|Interest expense                                  |              | $                           
|Amortization of capitalized loan origination fees |              |                             
|Stock-based compensation expense                  |              |                             
|Other parent company expenses, net of revenues    |              |                             
|                                                  |              |                             
|                                                  | Segment loss |                             
|                                                  |              |                             



The loss from our Corporate segment decreased by $3.7 million, or 47%, for the first quarter of 2008 compared to the first quarter of 2007. The improvement
was due primarily to significantly lower officer bonus expenses and an increase in net investment income, partially offset by an increase in interest costs, and the cost of stock based compensation.

The
increase in interest cost of $2.9 million is due primarily to the increase in our debt outstanding, offset in part by a reduction in the interest rates charged on the debt, as
compared to the first quarter of 2007. Our combined outstanding debt increased by $194.0 million to $458.3 million at March 31, 2008 from $264.3 million at March 31,
2007. The increase in the outstanding debt was due primarily to the refinancing of our credit facility in connection with the acquisition of MemberHealth in September 2007. The weighted average
interest rate on our loan payable was 4.8% for the first quarter of 2008 compared to 7.8% for the first quarter of 2007. The weighted average interest rate on our other long term debt was 7.7% for the
first three months of 2008 compared to 7.8% for the first three

57

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months
of 2007. See "Liquidity and Capital Resources" for additional information regarding our loan payable and other long term debt.

The
increase in stock-based compensation resulted primarily from the awards, in 2007, to officers and other employees approved by the compensation committee.

The
decrease in other parent company expenses, net of revenues was primarily due the reversal of a 2007 bonus accrual that was $5.6 million in excess of the final amounts approved
by the compensation committee and paid in 2008, an increase of $1.0 million in net investment income and other, individually insignificant, favorable expense variances.



We use our capital primarily to support the retained risks and growth of our insurance company subsidiaries and health plans and to support our parent company as
an insurance holding company. In addition, we use capital to fund our growth through acquisitions of other companies, blocks of insurance or administrative service business.

We
require cash at our parent company to meet our obligations under our credit facility. We also require cash to pay the operating expenses necessary to function as a holding company
(applicable insurance department regulations require us to bear our own expenses), and to meet the costs of being a public company.

We
believe that our current cash position, the expected cash flows of our administrative service company and our senior managed care company, our PBM business in MemberHealth and the
surplus note interest and principal payments from American Exchange can support our current parent company obligations. However, there can be no assurance as to our actual future cash flows or to the
continued availability of dividends from our insurance company subsidiaries.

To
provide the cash and capital for our insurance company subsidiaries to support our growth and expansion initiatives in Medicare Advantage, we have used the proceeds from the sale of
our Canadian operations and proceeds from the issuance of debt, equity and trust preferred securities. There can be no assurance as to our continued ability to access funds though the capital markets
to support our growth and expansion initiatives.

2007 Credit Facility

In connection with the MemberHealth transaction, as described in Note 4Business Combinations to our Consolidated Financial Statements set
forth above, we refinanced our Amended Credit Facility and Revolving Credit Facility with a new credit facility consisting of a $350 million term loan and a $150 million revolver. We
used a portion of the proceeds from the refinancing to repay in full the amounts outstanding on the previous credit facility. Interest under the new credit facility is currently based on LIBOR plus a
spread of 62.5 basis points. In addition, we currently pay a commitment fee on the unutilized revolving loan facility at an annualized rate of 10.0 basis points. In accordance with the credit
agreement for the new credit facility, the spread and fee are determined based on our consolidated leverage ratio. Effective March 31, 2008, the interest rate on the term loan portion of the
new credit facility was 4.33%. We had not drawn on the revolving loan facility as of the date of this report. As a result of the value to be received pursuant to the settlement agreement discussed in
Significant Transactions and Initiatives, on April 23, we have prepaid $25 million of principal under the new facility, under an approved waiver.

Our
Heritage Health Systems and MemberHealth subsidiaries have guaranteed our obligations under the new credit facility. In addition, when a "rating condition" exists whereby we are
either no longer rated by S&P or our rating falls below BBB-, this facility is secured by a pledge of substantially all of the equity interests of each our Heritage Health Systems, American Exchange
and

58

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MemberHealth
subsidiaries. In March 2008, S&P reduced our rating to BB+, which constituted a rating condition that triggered this added security requirement.

Our
new credit facility requires us and our subsidiaries to meet certain financial tests, including a minimum consolidated leverage ratio and a minimum risk based capital test. Our new
credit facility also contains covenants, which among other things, under certain conditions, limit the incurrence of liens or additional indebtedness; investments; fundamental changes such as mergers,
dissolution, consolidation, disposition of assets; restricted payments such as dividends by us; changing the nature of our business; transactions with affiliates; limitations on dividends by
subsidiaries and other burdensome arrangements; use of proceeds; amendments of organization documents; prepayments of other indebtedness; restricted subsidiaries and other matters customarily
restricted in such agreements. Our new credit facility contains customary events of default, including, among other things, payment defaults, breach of covenants or representations and warranties;
cross-defaults to certain other indebtedness; certain events of bankruptcy and insolvency; judgment defaults and change of control.

We
incurred additional loan origination fees of approximately $4.7 million, which were capitalized and are being amortized on a straight-line basis, which does not
differ significantly from the effective yield basis, over the life of the new credit facility. The early extinguishment of our old credit facility triggered the immediate amortization of the related
capitalized loan origination fees, resulting in a pre-tax expense of approximately $0.9 million during the third quarter of 2007.

Under
the terms of the new credit facility, we must make principal repayments quarterly at the rate of $3.5 million per year over a five-year period and a final
payment of $308.4 million due upon maturity in September, 2012. The following table shows the schedule of principal payments remaining on the new credit facility as of March 31, 2008,
including the $25 million prepayment, discussed above.

2007 Credit
Facility(in thousands)2008

$
27,6252009


3,5002010


3,5002011


3,5002012


310,125$
348,250


Interest Rate Swap

On December 4, 2007, we entered into two separate interest rate swap agreements, one with Citibank, N.A. and one with Calyon Corporate and Investment Bank
to hedge the variability of cash flows for interest payments on a total notional amount of $250 million of our new credit facility. In entering the swap with Citibank, we agreed to swap our
floating rate interest payment based on the floating LIBOR base rate on a notional amount of $125 million in exchange for a fixed interest rate payment based on a 4.14% locked in fixed rate. In
entering the swap with Calyon, we agreed to swap our floating rate interest payment based on the floating LIBOR base rate on a notional amount of $125 million in exchange for a fixed interest
rate payment based on a 4.13% locked in fixed rate.

Short Term Facility

On January 18, 2007, we requested and received from the administrative agent for the lenders under the amended credit facility and revolving credit
facility, an additional short-term revolving credit facility of $50.0 million. On March 13, 2007, we drew all $50.0 million of the new short-term revolving
credit facility. This new short-term revolving credit facility had a maturity date of September 30, 2007 and bore interest at a spread of 75 basis points over the LIBOR rate. The
initial rate was 6.1%. On July 18, 2007, we repaid the $50.0 million balance on this revolving credit facility, including accrued interest of $0.3 million.

59

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Principal and Interest Payments

We made regularly scheduled principal payments of $0.9 million during the three months ended March 31, 2008 and $1.3 million during the three
months ended March 31, 2007 in connection with the credit facilities. We repaid the $87.9 million balance outstanding on our Amended Credit Facility in connection with the refinancing
noted above.

We
paid interest of $3.0 million during the three months ended March 31, 2008 and $1.7 million during the three months ended March 31, 2007 in connection with
our credit facilities. Due to the variable interest rate on the new credit facility, the portion not covered by the interest rate swaps would be subject to higher interest costs to us if short term
interest rates rise.

Other Long Term Debt

We have formed statutory business trusts, which exist for the exclusive purpose of issuing trust preferred securities representing undivided beneficial interests
in the assets of the trust, investing the gross proceeds of the trust preferred securities in junior subordinated deferrable interest debentures of our parent holding company and engaging in only
those activities necessary or incidental thereto. In accordance with the adoption of FASB Interpretation No. 46(R), "Consolidation of Variable Interest Entities," we do not consolidate the
trusts.

In
late March, 2007, we issued $50.0 million of trust preferred securities at a fixed interest rate of 7.7% pursuant to terms similar to our other trust preferred securities. On
December 4, 2007, we exercised our option to redeem all $15.0 million of the trust preferred securities scheduled to mature December 2032.

Separate
subsidiary trusts of our parent holding company have issued a combined $125.0 million in thirty year trust preferred securities, with $110 million currently
outstanding as detailed in the following table:

|Maturity Date |  | Amount Issued |         | Term |                | Spread Over
LIBOR |     | Rate as of
March 31,
2008 |    
|------------- |  | ------------- | ------- | ---- | -------------- | ----------------- | --- | ------------------------- | ---
|
|April 2033    |  | $             | 10,000  |      | Floating       |                   | 400 |                           | 8.3
|May 2033      |  |               | 15,000  |      | Floating       |                   | 420 |                           | 7.3
|May 2033      |  |               | 15,000  |      | Fixed/Floating |                   | 410 | (1)                       | 7.4
|October 2033  |  |               | 20,000  |      | Fixed/Floating |                   | 395 | (2)                       | 7.3
|March 2037    |  |               | 50,000  |      | Fixed/Floating |                   | 275 | (3)                       | 7.7
|              |  |               |         |      |                |                   |     |                           |    
|              |  | $             | 110,000 |      |                |                   |     |                           |    
|              |  |               |         |      |                |                   |     |                           |    

---

60

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We paid $2.2 million in interest in connection with the junior subordinated debt during the three months ended March 31, 2008 and $1.5 million during the three
months ended March 31, 2007.

Sources of Liquidity to the Parent Company

We anticipate funding the obligations of our parent company and the capital required to grow our business from the following distinct and uncorrelated sources of
cash flow within the organization:



In
addition, we have access to funds under existing credit facilities. We have $150.0 million available under the revolving portion of our new credit facility. In March of 2007,
we drew down all $50 million available under our then-existing short-term revolving credit facility to finance capital needs at our insurance company subsidiaries to
support the growth of our business. We then repaid the entire $50.0 million balance on July 18, 2007, when it was determined that it was not immediately needed, using cash received in
our May 2007 equity raise.

We
also have the ability, from time to time, to access the capital markets for additional capital. In March 2007, we issued $50 million of trust preferred securities. In addition,
in connection with the May 8, 2007 announcement of the signing of definitive agreements to acquire MemberHealth (see Note 4Business Combinations of the notes to the
consolidated financial statements included in this quarterly report on Form 10-Q), we issued preferred stock for aggregate proceeds of $350 million, at $20 per common
equivalent share, to four private equity investment fund groups. We also issued $100 million of preferred stock during the second quarter of 2007 and the balance in September 2007. There can be
no assurance as to our actual future cash flows from the continued availability of dividends from our insurance company subsidiaries or from access to the capital markets to support our growth and
expansion initiatives.

Senior Administrative Services Company.Liquidity for our Senior Administrative Services subsidiary is measured by its
ability to pay operating expenses and pay dividends to our parent company. The primary source of liquidity is fees collected from clients. We believe that the sources of cash for our Senior
Administrative Services company exceed scheduled uses of cash and will result in amounts being available to pay dividends to our parent holding company.

Senior Managed Care Company.Liquidity for our managed care company is measured by its ability to pay operating expenses and
pay dividends to our parent company. The primary source of liquidity is management fees for administration of our HealthPlan affiliates and services provided to the IPA's. Dividend payments by our HMO
affiliates to Heritage are subject to the approval of the insurance regulatory authorities of our HMO affiliates' respective states of domicile. SCOT is not able to pay dividends during 2008 without
prior approval.

PBM Subsidiary.Liquidity for our PBM subsidiary is measured by its ability to pay operating expenses and pay dividends to
our parent company. The primary source of liquidity is fees collected from clients. We believe that the sources of cash for our PBM subsidiary exceed scheduled uses of cash and results in amounts
available to dividend to our parent holding company.

Insurance SubsidiariesSurplus Note, Dividends and Capital Contributions.Cash generated by our insurance company
subsidiaries will be made available to our holding company, principally through periodic payments of principal and interest on the surplus note owed to our holding company by our subsidiary, American
Exchange Life. As of March 31, 2008, the principal amount of the surplus note

61

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was
$14.6 million. The note bears interest to our parent holding company at 25 basis points over the interest rate on the new credit facility. We anticipate that the surplus note will be
primarily serviced by dividends from Pennsylvania Life, a wholly owned subsidiary of American Exchange and by distributions from PDMS, and by tax-sharing payments among the insurance
companies that are wholly owned by American Exchange and are included in the consolidated Federal income tax return filed by American Exchange. American Exchange made principal payments totaling
$3.0 million during the three months ended March 31, 2008 and $1.1 million during the three months ended March 31, 2007. American Exchange paid interest on the surplus note
of $0.2 million during the three months ended March 31, 2008 and $0.6 million during the three months ended March 31, 2007.

On
June 29, 2007 and December 31, 2007, Pyramid issued two $30.0 million surplus notes payable to our parent holding company. The notes are repayable through annual
principal payments beginning March 29, 2009, based on a schedule, provided that capital and surplus are sufficient to maintain risk based capital levels of 450% or greater. The surplus notes
can be pre-paid (with prior approval by the state of Kansas) to the extent that Pyramid's risk based capital levels exceed 450%. The notes bear interest to our parent holding company at
fixed rates of 7.7% and 7.3%, respectively, for the term of the notes.

Dividend
payments by our insurance companies to our parent holding company or to intermediate subsidiaries are limited by, or subject to the approval of the insurance regulatory
authorities of each insurance company's state of domicile. Such dividend requirements and approval processes vary significantly from state to state. Pennsylvania Life is able to pay ordinary dividends
of up to $51.1 million to American Exchange (its direct parent) and American Exchange is able to pay ordinary dividends of up to $26.1 million to Universal American in 2008 without the
prior approval from the insurance department for their respective states of domicile.

Our
parent holding company made capital contributions to American Exchange amounting to $81.0 million during 2007. American Exchange made capital contributions of
$44.0 million to American Progressive, $32.0 million to Pyramid and $5 million to Marquette during 2007. In December 2007, Pennsylvania Life declared and paid a dividend in the
amount of $21.0 million to American Exchange. From these proceeds, American Exchange made an additional capital contribution of $20.0 million to Pyramid.

Insurance SubsidiariesLiquidity

Liquidity for our insurance company subsidiaries is measured by their ability to pay scheduled contractual benefits, pay operating expenses, fund investment
commitments, and pay dividends to their parent company. The principal sources of cash for our insurance operations include scheduled and unscheduled principal and interest payments on investments,
premium payments, annuity deposits, and the sale or maturity of investments. Both the sources and uses of cash are reasonably predictable and we believe that these sources of cash for our insurance
company subsidiaries exceed scheduled uses of cash.

Liquidity
is also affected by unscheduled benefit payments including benefits under accident and health insurance policies, death benefits and interest-sensitive policy surrenders and
withdrawals.

Our
accident and health insurance policies generally provide for fixed-benefit amounts and, in the case of Medicare supplement policies, for supplemental co-payments in
accordance with approved Medicare provider rates. Some of these benefits are subject to medical-cost inflation and we have the capability to file for premium rate increases to mitigate
rising medical costs. Prescription drug benefits under Part D PDPs may vary in terms of coverage levels and out-of-pocket costs for beneficiary premiums, deductibles and
co-insurance. However, all Part D PDPs must offer either "standard coverage" or its actuarial equivalent (with out-of-pocket threshold and deductible amounts
that do not exceed those of standard coverage). These defined "standard" benefits represent the minimum level of

62

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benefits
mandated by Congress. We also offer other PDPs containing benefits in excess of standard coverage limits for an additional beneficiary premium. Our PDPs receive monthly payments from CMS
which generally represent our bid amount for providing insurance coverage. Due to the nature of the benefit design, where the PDP is covering the initial deductibles, Part D benefit costs will
exceed these monthly CMS payments resulting in negative cash flows in the early part of the year. As deductibles are reached and benefit costs are shared with the plan members, the resulting cash
flows match more evenly and eventually turn positive, where monthly plan receipts exceed the benefit costs in the latter part of the year. The Part D benefit costs are subject to risk corridor
adjustment, which permits our PDPs and CMS to share the risk associated with the ultimate costs of the Part D benefit. However, the cash settlement for the risk corridor adjustment does not
occur until the following year. Our Medicare Advantage policies provide benefits to Medicare enrollees as specified in our contracts with CMS, with premiums received from CMS and, depending on the
individual product, from the enrollee. Our health insurance business is widely dispersed in the United States, which mitigates the risk of unexpected increases in claim payments due to epidemics and
events of a catastrophic nature. These accident and health polices are not interest-sensitive and therefore are not subject to unexpected policyholder redemptions due to investment yield changes.

Some
of our life insurance and annuity policies are interest-sensitive in nature. The amount of surrenders and withdrawals is affected by a variety of factors such as credited interest
rates for similar products, general economic conditions and events in the industry that affect policyholders' confidence. Although the contractual terms of substantially all of our in force life
insurance policies and annuities give the holders the right to surrender the policies and annuities, we impose penalties for early surrenders. As of March 31, 2008 we held reserves that
exceeded the underlying cash surrender values of our net retained in force life insurance and annuities by $21 million. Our insurance subsidiaries, in our view, have not experienced any
material changes in surrender and withdrawal activity in recent years.

Changes
in interest rates may affect the incidence of policy surrenders and withdrawals. In addition to the potential impact on liquidity, unanticipated surrenders and withdrawals in a
changed interest rate environment could adversely affect earnings if we were required to sell investments at reduced values in order to meet liquidity demands. We manage our asset and liability
portfolios in order to minimize the adverse earnings impact of changing market rates. We have segregated a portion of our investment portfolio in order to match liabilities that are sensitive to
interest rate movements with fixed income securities containing similar characteristics to the related liabilities, most notably the expected duration and required interest spread. We believe that
this asset/liability management process adequately covers the expected payment of benefits related to these liabilities.

At
March 31, 2008, we held cash and cash equivalents totaling $639 million and fixed maturity securities that we could readily convert to cash with carrying values and fair
values of $1.1 billion

The
net yields on our cash and invested assets increased to 5.5% for the quarter ended March 31, 2008, from 4.7% for the quarter ended March 31, 2007. A portion of these
securities are held to support the liabilities for policyholder account balances, which liabilities are subject to periodic adjustments to their credited interest rates. The credited interest rates of
the interest-sensitive policyholder account balances are determined by us based upon factors such as portfolio rates of return and prevailing market rates and typically follow the pattern of yields on
the assets supporting these liabilities.

Our
domestic insurance subsidiaries are required to maintain minimum amounts of statutory capital and surplus as required by regulatory authorities. However, substantially more than the
statutory minimum amounts are needed to meet statutory and administrative requirements of adequate capital and surplus to support the current level of our insurance subsidiaries' operations. Each of
our insurance subsidiaries' statutory capital and surplus exceeds its respective minimum statutory

63

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requirement
at levels we believe are sufficient to support their current levels of operation. Additionally, the National Association of Insurance Commissioners ("NAIC") imposes regulatory
risk-based capital ("RBC") requirements on life insurance enterprises. At December 31, 2007, all of our insurance subsidiaries maintained ratios of total adjusted capital to RBC in
excess of the "authorized control level". The combined statutory capital and surplus, including asset valuation reserve, of our U.S. insurance subsidiaries totaled $447.8 million at
March 31, 2008 and $486.1 million at December 31, 2007. Our U.S. insurance subsidiaries generated statutory net loss of $35.0 million for the quarter ended March 31,
2008 and income of $10.2 million for the quarter ended March 31, 2007.

Our
HMO affiliates are also required by regulatory authorities to maintain minimum amounts of capital and surplus and are also subject to RBC requirements. At March 31, 2008, the
statutory capital and surplus of each of our HMO affiliates exceeds its minimum requirement and its RBC is in excess of the "authorized control level." The statutory capital and surplus for our HMO
affiliates was $68.7 million at March 31, 2008 and $64.3 million at December 31, 2007. Statutory net income for our HMO affiliates was $5.1 million for the quarter
ended March 31, 2008 and $5.1 million for the quarter ended March 31, 2007.

Investments

Our investment policy is to balance the portfolio duration to achieve investment returns consistent with the preservation of capital and maintenance of liquidity
adequate to meet payment of policy benefits and claims. We invest in assets permitted under the insurance laws of the various states in which we operate. Such laws generally prescribe the nature,
quality of and limitations on various types of investments that may be made. We do not currently have investments in partnerships, special purpose entities, real estate, commodity contracts, or other
derivative securities. We currently engage the services of two investment advisors under the direction of the management of our insurance company subsidiaries and in accordance with guidelines adopted
by the Investment Committees of their respective boards of directors. Conning Asset Management Company manages the portfolio of all of our United States subsidiaries, except for the portfolios of
Pyramid Life, SelectCare of Texas, L.L.C. and certain floating rate portfolios, which are managed by Hyperion Capital.

We
invest primarily in fixed maturity securities of the U.S. Government and its agencies and in corporate fixed maturity securities with investment grade ratings of BBB- or
higher by S&P or Baa3 or higher by Moody's Investor Service. As of March 31, 2008, approximately 98% of our fixed maturity investments had investment grade ratings from Standard & Poor's
Corporation or Moody's Investor Service. There were no non-income producing fixed maturities as of
March 31, 2008. As of March 31, 2008, we held securities with par values of approximately $144 million with exposure to Subprime mortgages. The market value of these securities
was $65 million at March 31, 2008, representing approximately 4% of our cash and invested assets. The collateral for these securities is substantially all first lien mortgages. These
securities have an average S&P equivalent rating of AA and two of these securities have experienced credit downgrades. Twelve securities we own, including the two already downgraded, with an amortized
cost of approximately $25 million have been placed on negative watch by Moody's or S&P. During the first quarter of 2008, we recognized other than temporary impairment totaling
$29.8 million in the value of certain of our securities with exposure to subprime mortgages. We did not write down the value of any fixed maturity securities during the quarter ended
March 31, 2007.

Federal Income Taxation of the Company

We establish valuation allowances based upon an analysis of projected taxable income and its ability to implement prudent and feasible tax planning strategies. We
carried valuation allowances on its deferred tax assets of $13.6 million at March 31, 2008, $3.1 million at December 31, 2007 and $0.2 million at December 31,
2006. The increase in valuation allowances at March 31, 2008 from December 31, 2007 is due primarily to an allowance established in connection with the subprime

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impairment
discussed in Note 6 of the Notes to Consolidated Financial Statements included in this quarterly filing on Form 10-Q.

Effects of Recently Issued and Pending Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This statement defines fair value, establishes a framework for measuring fair
value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. SFAS 157 provides guidance on how to measure fair value when
required under existing accounting standards. The statement establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels
("Level 1, 2 and 3"). Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets the Company has the ability to access at the
measurement date. Level 2 inputs are observable inputs, other than quoted prices included in Level 1, for the asset or liability. Level 3 inputs are unobservable inputs reflecting
the reporting entity's estimates of the assumptions about risk and other assumptions that market participants would use in pricing the asset or liability. Quantitative and qualitative disclosures will
focus on the inputs used to measure fair value for both recurring and non-recurring fair value measurements and the effects of the measurements in the financial statements. In February
2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB Statement No. 157" which delays the effective date of SFAS 157 to fiscal years beginning after
November 15, 2008 for specified nonfinancial assets and nonfinancial liabilities.We adopted SFAS No. 157 FSP FAS 157-2 on January 1, 2008. Adoption of
SFAS 157 did not have a material impact on our consolidated financial
statements. As a result of the issuance of FSP FAS 157-2, we did not apply the provisions of SFAS 157 to the nonfinancial assets and nonfinancial liabilities within the scope
of FSP FAS 157-2.

A
summary of other recent and pending accounting pronouncements is provided in Note 2 of the consolidated financial statements in the quarterly report on
Form 10-Q under the caption "Future Adoption of Accounting Standards." We do not anticipate any material impact from the future adoption of the pending accounting pronouncements
discussed in that note.

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ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In general, market risk to which we are subject relates to changes in interest rates that affect the market prices of our fixed income securities as well as the
cost of our variable rate debt.

Investment Interest Rate Sensitivity

Our profitability could be affected if we were required to liquidate fixed income securities during periods of rising and/or volatile interest rates. However, we
attempt to mitigate our exposure to adverse interest rate movements through a combination of active portfolio management and by staggering the maturities of our fixed income investments to assure
sufficient liquidity to meet our obligations and to address reinvestment risk considerations. Our investment policy is to attempt to balance our portfolio duration to achieve investment returns
consistent with the preservation of capital and to meet payment obligation of policy benefit and claims.

Some
classes of mortgage-backed securities are subject to significant prepayment risk due to the fact that in periods of declining interest rates, individuals may refinance higher rate
mortgages to take advantage of the lower rates then available. We monitor and adjust our investment portfolio mix to mitigate this risk.

We
regularly conduct various analyses to gauge the financial impact of changes in interest rate on our financial condition. The ranges selected in these analyses reflect our assessment
as being reasonably possible over the succeeding twelve-month period. The magnitude of changes modeled in the accompanying analyses should not be construed as a prediction of future economic events,
but rather, be treated as a simple illustration of the potential impact of such events on our financial results.

The
sensitivity analysis of interest rate risk assumes an instantaneous shift in a parallel fashion across the yield curve, with scenarios of interest rates increasing and decreasing 100
and 200 basis points from their levels as of March 31, 2008, and with all other variables held constant. The following table summarizes the impact of the assumed changes in market interest
rates.

|March 31, 2008 |  | Effect of Change in Market Interest Rates on Market Value
of Fixed Income Portfolio as of March 31, 2008
|-------------- |  | --------------------------------------------------------------------------------------------------------
|
|
|$1,061.7       |  | $69.8                                                                                                   

Debt

We pay interest on our term loan and a portion of our trust preferred securities based on the London Inter Bank Offering Rate, known as LIBOR, for one, two, three
or six months. Due to the variable interest rate, we would be subject to higher interest costs if short-term interest rates rise. We have attempted to mitigate our exposure to adverse
interest rate movements by fixing the rate on $65.0 million of our trust preferred securities for a five year period through the contractual terms of the security at inception and an additional
$35.0 million through the use of interest rate swaps. In
December 2007, we exercised our option to redeem all $15.0 million of the trust preferred securities scheduled to mature December 2032, which was covered by an interest rate swap.

Also
in December 2007, we entered into two separate interest rate swap agreements to mitigate our exposure to increasing interest rate movements by fixing the rate on a combined
$250.0 million portion of our new credit facility.

We
regularly conduct various analyses to gauge the financial impact of changes in interest rate on our financial condition. The ranges selected in these analyses reflect our assessment
as being reasonably possible over the succeeding twelve-month period. The magnitude of changes modeled in the

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accompanying
analyses should not be construed as a prediction of future economic events, but rather, be treated as a simple illustration of the potential impact of such events on our financial
results.

The
sensitivity analysis of interest rate risk assumes scenarios increases or decreases in LIBOR of 100 and 200 basis points from their levels as of and for the three months ended
March 31, 2008, and with all other variables held constant. The following table summarizes the impact of changes in LIBOR.

|                     |  |      |   |   |      | Effect of Change in LIBOR on Pre-tax Income for the three months ended March 31, 2008 |  
|-------------------- |  | ---- | - | - | ---- | ------------------------------------------------------------------------------------- | -
|
|
|Loan Payable         |  | 4.76 | % | $ | 99.1 |                                                                                       | $
|Other long term debt |  | 8.45 | % | $ | 25.0 |                                                                                       |  
|                     |  |      |   |   |      |                                                                                       |  
|Total                |  |      |   |   |      |                                                                                       | $
|                     |  |      |   |   |      |                                                                                       |  

As noted above, we have fixed the interest rate on $335 million of our $459 million of total debt outstanding, leaving
$124 million of the debt exposed to rising interest rates, as of March 31, 2008. We had approximately $639 million of cash and cash equivalents as of March 31, 2008. We
anticipate that any increase or decrease in the interest cost of our debt as a result of an increase in interest rates will be mitigated by an increase or decrease in the net investment income from
our cash and cash equivalents.

The
magnitude of changes reflected in the above analysis regarding interest rates should not be construed as a prediction of future economic events, but rather as a simple illustration
of the potential impact of such events on our financial results.

As
a result of the value to be received pursuant to the settlement agreement discussed in Significant Transactions and Initiatives, we prepaid $25 million of principal under the
new facility in April 2008 pursuant to a waiver. See Note 4Business Combinations and Note 11Loan Payable included in the Notes to Consolidated Financial
Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on this transaction.

ITEM 4Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under
the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.



Our disclosure controls and procedures and our internal controls over financial reporting may not prevent or detect all errors and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Universal American have been detected. These
inherent limitations include the realities that

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judgments
in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by collusion of
two or more people. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.



We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2008. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2008, at a reasonable assurance level, to timely alert
management to material information required to be included in our periodic filings with the Securities and Exchange Commission.



There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.

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PART II

ITEM 1LEGAL PROCEEDINGS

For information relating to litigation affecting us, please see Note 14Commitments and Contingencies of the notes to the consolidated
financial statements in Part IItem 1 of this report, which is incorporated into this Part IIItem 1Legal Proceedings by reference.

ITEM 1ARISK FACTORS

In addition to the other information set forth in this report, you should consider carefully the risks and uncertainties described under the caption
"Part IItem 1A. Risk Factors" in our current report on Form 8-K filed on May 12, 2008, which is incorporated by reference into this
Part IIItem 1ARisk Factors. The occurrence of any of these risks and uncertainties could materially adversely affect our business, prospects, financial
condition or results of operations. Additional risks and uncertainties of which we are not currently aware, or which we currently consider to be immaterial could also materially adversely affect our
business, prospects, financial condition or results of operations.

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

|Period                               |  | Total Number
of Shares
Purchased |  | Average
Price
Paid
Per Share |       | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs |           | Maximum Number
of Shares That May
Yet Be Purchased
Under the Plans
or Programs(1)
|------------------------------------ |  | -------------------------------- |  | ---------------------------- | ----- | -------------------------------------------------------------------------------- | --------- | ---------------------------------------------------------------------------------
|January 1, 2008  January 31, 2008   |  |                                 |  |                              |      |                                                                                  |          |                                                                                  
|February 1, 2008  February 29, 2008 |  | 40,000                           |  |                              | 17.19 |                                                                                  | 40,000    |                                                                                  
|March 1, 2008  March 31, 2008       |  | 2,004,329                        |  | $                            | 11.52 |                                                                                  | 2,004,329 |                                                                                  
|                                     |  |                                  |  |                              |       |                                                                                  |           |                                                                                  
|Total                                |  | 2,044,329                        |  |                              |       |                                                                                  | 2,044,329 |                                                                                  
|                                     |  |                                  |  |                              |       |                                                                                  |           |                                                                                  

---

Recent Sales of Unregistered Securities

None.

ITEM 3DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the first quarter of 2008.

ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5OTHER INFORMATION

None.

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ITEM 6EXHIBITS

|2.1  |  | Agreement and Plan of Merger and Reorganization dated as of May 7, 2007 among Universal American Financial Corp., MH Acquisition I Corp., MH Acquisition II LLC, MHRx LLC, MemberHealth, Inc. and the shareholder representative named
therein (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (File No. 0-11321) filed May 11, 2007, and incorporated by reference herein).
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Restated Certificate of Incorporation of Universal American Financial Corp. (filed as Exhibit 3.1 to Amendment No. 2 to the Registrant's Registration Statement on Form S-3 (File No. 333-62036) filed on July 11, 2001, and
incorporated by reference herein).                                                                                                                                  
|3.2  |  | Certificate of Amendment of the Certificate of Incorporation of Universal American Financial Corp. (filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q (File No. 0-11321) for the quarter ended September 30, 2004,
filed August 9, 2004, and incorporated by reference herein).                                                                                               
|3.3* |  | Amended and Restated By-Laws of Universal American Corp.                                                                                                                                                                                                                                                                                                                                         
|3.4  |  | Certificate of Amendment to the Certificate of Incorporation of Universal American Financial Corp. for the Series A Preferred Stock (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 0-11321) filed
May 11, 2007, and incorporated by reference herein).                                                                                                           
|3.5  |  | Certificate of Amendment of the Certificate of Incorporation of Universal American Financial Corp. for the Registrant's Series B Preferred Stock (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K (File
No. 0-11321) filed May 11, 2007, and incorporated by reference herein).                                                                                              
|4.1  |  | Form of Senior Indenture dated as of December 2004 between Universal American Financial Corp. and U.S. Bank National Association, as Trustee (filed as Exhibit 4.01 to Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-120190) filed with the Securities and Exchange Commission on December 10, 2004, and incorporated by reference herein).               
|4.2  |  | Form of Subordinated Indenture dated as of December 2004 between Universal American Financial Corp. and U.S. Bank National Association, as Trustee (filed as Exhibit 4.02 to Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-120190) filed with the Securities and Exchange Commission on December 10, 2004, and incorporated by reference herein).         
|4.3  |  | Guarantee Agreement, dated as of March 22, 2007, by Universal American Financial Corp., as Guarantor, and Wilmington Trust Company, as Trustee (filed as Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed March 28,
2007, and incorporated by reference herein).                                                                                                                 
|4.4  |  | Indenture, dated as of March 22, 2007, between Universal American Financial Corp. and Wilmington Trust Company, as Trustee, relating to Fixed/Floating Rate Junior Subordinated Debentures Due 2037 (filed as Exhibit 4.1 to the Registrant's
Current Report on Form 8-K filed March 28, 2007, and incorporated by reference herein).                                                            
|4.5  |  | Stockholders' Agreement, dated as of September 21, 2007, among Universal American Corp. and securityholders listed on the signature pages thereto (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed
September 25, 2007, and incorporated by reference herein).                                                                                                          
|10.1 |  | Employment Agreement dated July 30, 1999, between Registrant and Richard A. Barasch (filed as Exhibit D to the Registrant's Current Report on Form 8-K/A filed March 19, 2001 and incorporated by reference herein).                                                                                                                                                                             

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|10.2* |  | Letter dated April 9, 2008, correcting clerical error in Employment Agreement dated July 30, 1999, between Registrant and Richard A. Barasch.                                                                                                                                                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Employment Agreement dated July 30, 1999, between Registrant and Gary Bryant (filed as Exhibit E to the Registrant's Current Report on Form 8-K/A filed March 19, 2001 and incorporated by reference herein).                                                                                                                                                                                                        
|10.4  |  | Employment Agreement dated July 30, 1999, between Registrant and Robert Waegelein (filed as Exhibit E to the Registrant's Current Report on Form 8-K/A filed March 19, 2001 and incorporated by reference herein).                                                                                                                                                                                                   
|10.5  |  | Employment Letter dated September 17, 2002, between the Company and Jason Israel (filed as Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005, filed March 16, 2006, and
incorporated by reference herein).                                                                                                                                                           
|10.6  |  | Employment Agreement dated March 9, 2004, by and among the Company, Heritage Health Systems, Inc. and Theodore M. Carpenter, Jr. (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, filed March 16, 2006, and incorporated by reference herein).                                                                                                           
|10.7  |  | 1998 Incentive Compensation Plan (filed as Exhibit A to the Registrant's Definitive Proxy Statement on Form 14A filed April 29, 1998, and incorporated by reference herein).                                                                                                                                                                                                                                         
|10.8  |  | First Amendment to the Universal American Financial Corp. 1998 Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant's Registration Statement on Form S-3 (Registration No. 333-120190) filed on November 3, 2004, and
incorporated by reference herein).                                                                                                                                             
|10.9  |  | Agent Stock Plan for Agents of Pennsylvania Life and PennCorp Canada (filed as part of Amendment 1 to the Registrant's Registration Statement on Form S-2, dated July 13, 2000, and incorporated by reference herein).                                                                                                                                                                                               
|10.10 |  | Agent Equity Plan for Regional Managers and Sub Managers of Pennsylvania Life and PennCorp Canada (filed as part of Amendment 1 to the Registrant's Registration Statement on Form S-2, dated July 13, 2000, and incorporated by reference
herein).                                                                                                                                                                  
|10.11 |  | Agreement dated as of September 14, 2000, by and between ALICOMP, a division of ALICARE, Inc. and Universal American Financial Corp., as amended (filed as Exhibit 10.1 to Amendment No. 1 to the Registrant's Form 10-Q/A for
the period ended September 30, 2003, filed December 23, 2003, and incorporated by reference herein).                                                                                  
|10.12 |  | Amended and Restated Credit Agreement dated as of May 28, 2004, among Universal American Financial Corp., various lending institutions and Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer (filed as
Exhibit 10 to the Registrant's Current Report on Form 8-K filed June 1, 2004, and incorporated herein by reference).                                                
|10.13 |  | First Amendment to Amended and Restated Credit Agreement dated as of September 2, 2005 among Universal American Financial Corp., the Banks party to the Credit Agreement and Bank of America, N.A., as the Administrative Agent (filed as
Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005, filed March 16, 2006, and incorporated by reference herein).            
|10.14 |  | Waiver and Second Amendment to Amended and Restated Credit Agreement dated as of December 30, 2005 among Universal American Financial Corp., the Banks party to the Credit Agreement and Bank of America, N.A., as the Administrative Agent (filed as
Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005, filed March 16, 2006, and incorporated by reference herein).

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|10.15 |  | Waiver and Third Amendment to Amended and Restated Credit Agreement dated as of November 29, 2006, among Universal American Financial Corp., the Banks party to the Credit Agreement and Bank of America, N.A., as the Administrative Agent (filed as
Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed January 24, 2007, and incorporated by reference herein).                                                 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16 |  | Credit Agreement dated as of January 18, 2007, among Universal American Financial Corp., one or more Lending Institutions, and Bank of America, N.A., as the Administrative Agent and the L/C Issuer (filed as Exhibit 10.1 to the Registrant's
Current Report on Form 8-K filed January 24, 2007, and incorporated by reference herein).                                                                                        
|10.17 |  | Addendum II for Item 1A to Agreement dated as of September 14, 2000, between ALICOMP, a division of ALICARE, Inc. and Universal American Financial Corp. (filed as Exhibit 10.13 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2004, filed March 16, 2005, and incorporated by reference herein).                                                                                               
|10.18 |  | Quota Share Reinsurance Agreement, dated as of June 30, 2005, between Pennsylvania Life Insurance Company and PharmaCare Captive Re, Ltd. (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2005, filed November 9, 2007, and incorporated by reference herein).                                                                                                      
|10.19 |  | Fourth Amendment dated as of March 22, 2007, to Amended and Restated Credit Agreement dated as of May 28, 2004 among Universal American Financial Corp., the Banks party to the Credit Agreement and Bank of America, N.A., as the
Administrative Agent (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed May 10, 2007, and incorporated by reference herein).
|10.20 |  | First Amendment dated as of March 22, 2007, to Credit Agreement dated as of January 18, 2007, among Universal American Financial Corp., the Banks party to the Credit Agreement, and Bank of America, N.A., as the Administrative Agent (filed
as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed May 10, 2007, and incorporated by reference herein).                
|10.21 |  | Stage 1 Securities Purchase Agreement dated as of May 7, 2007 among Universal American Financial Corp. and the several investors party thereto (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File
No. 0-11321) filed May 11, 2007, and incorporated by reference herein).                                                                                                                               
|10.22 |  | Stage 2 Securities Purchase Agreement dated as of May 7, 2007 among Universal American Financial Corp. and the several investors party thereto. (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File
No. 0-11321) filed May 11, 2007, and incorporated by reference herein).                                                                                                                              
|10.23 |  | Fifth Amendment dated as of May 7, 2007to Amended and Restated Credit Agreement dated as of May 28, 2004, among Universal American Financial Corp., the Banks party to the Amended and Restated Credit Agreement, and Bank of America, N.A., as
Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 0-11321) filed May 17, 2007, and incorporated by reference herein).         
|10.24 |  | Second Amendment dated as of May 7, 2007to Credit Agreement dated as of January 18, 2007, among Universal American Financial Corp., the Banks party to the Credit Agreement, and Bank of America, N.A., as Administrative Agent (filed as
Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 0-11321) filed May 17, 2007, and incorporated by reference herein).                                              

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|10.25 |  | Fourth Amendment dated as of March 22, 2007, to Amended and Restated Credit Agreement dated as of May 28, 2004 among Universal American Financial Corp., the Banks party to the Credit Agreement and Bank of America, N.A., as the
Administrative Agent. (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-11321), filed May 10, 2007, and incorporated by reference herein).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26 |  | First Amendment as of dated March 22, 2007, to Credit Agreement dated as of January 18, 2007, among Universal American Financial Corp., one or more Lending Institutions, and Bank of America, N.A., as the Administrative Agent and L/C Issuer
(filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 0-11321) filed May 10, 2007, and incorporated by reference herein).          
|10.27 |  | Credit Agreement dated as of September 18, 2007, among Universal American Financial Corp., each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (filed as
Exhibit 10.26 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (File No. 0-11321) filed November 9, 2007, and incorporated by reference herein).                    
|11.1* |  | Statement re Computation of per share Earnings (contained in the Consolidated Statements of Operations in this Report).                                                                                                                                                                                                                                                                                                                              
|31.1* |  | Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                      
|31.2* |  | Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                      
|32.1* |  | Certification of the Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                     

---

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|             |  | UNIVERSAL AMERICAN CORP.                                                                                                     
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------
|May 12, 2008 |  | /s/RICHARD A. BARASCHRichard A. Barasch Chief Executive Officer                                                              
|May 12, 2008 |  | /s/ROBERT A. WAEGELEINRobert A. Waegelein Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)

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