**Exhibit10.2**

**FIRSTAMENDMENT TO CREDIT AGREEMENT**

THISFIRST AMENDMENT TO CREDIT AGREEMENT (this ***“Amendment”***) is entered into as ofMarch 22, 2007, among **UNIVERSAL AMERICANFINANCIAL CORP.**, a New York corporation (the ***“Borrower”***),the Banks party to the Credit Agreement (hereinafter defined) and **BANK OF AMERICA, N.A.**, as the Administrative Agent for theBanks.

TheBorrower, the Banks and the Administrative Agent are party to the Amended andRestated Credit Agreement dated as of January 18, 2007 (the **“*Credit Agreement*”**), andhave agreed, upon the following terms and conditions, to amend the CreditAgreement in certain respects. Accordingly, for valuable and acknowledged consideration, the Borrower,the Banks and the Administrative Agent agree as follows:

1.             **Terms andReferences**.  Unlessotherwise stated in this Amendment, (a) terms defined in the Credit Agreementhave the same meanings when used in this Amendment and (b) references to “***Sections***” are to the CreditAgreement’s sections.

2.             **Amendment.**   The definition of “Trust PreferredSecurities” in Section 9 is amended to read in its entirety as follows:

“TrustPreferred Securities” shall mean (i) the Floating Rate Junior SubordinatedDeferrable Interest Debentures issued by the Borrower pursuant to the Indenturedated as of December 4, 2002 (as amended, modified or supplemented fromtime to time), between the Borrower and State Street Bank and Trust Company ofConnecticut, National Association, as trustee, and the guaranty executed inconnection therewith, (ii) the Floating Rate Junior Subordinated DeferrableInterest Debentures issued by the Borrower pursuant to the Indenture dated asof March 27, 2003 (as amended, modified or supplemented from time to time),between the Borrower and Wells Fargo Bank, National Association, as trustee,and the guaranty executed in connection therewith, (iii) the Fixed/FloatingRate Junior Subordinated Deferrable Interest Debentures issued by the Borrowerpursuant to the Indenture dated as of May 15, 2003 (as amended, modified orsupplemented from time to time), between the Borrower and U.S. Bank NationalAssociation, as debenture trustee, and the guaranty executed in connectiontherewith, (iv) the Floating Rate Junior Subordinated Debt Securities issued bythe Borrower pursuant to the Indenture dated as of May 22, 2003 (asamended, modified or supplemented from time to time), between the Borrower andthe Wilmington Trust Company, as trustee, and the guaranty executed inconnection therewith, (v) the Floating Rate Junior Subordinated DeferrableInterest Debentures issued by the Borrower pursuant to the Indenture dated asof October 29, 2003 (as amended, modified or supplemented from time totime), between the Borrower and U.S. Bank National Association, as debenturetrustee, and the guaranty executed in connection therewith and (vi) anyfloating rate or fixed rate junior subordinated deferrable interest debenturesin an aggregate amount up to $100,000,000 (minus the aggregate net cashproceeds in excess of $50,000,000 of any issuances on or after March 22, 2007by the Borrower of its capital stock or other equity securities that ispermitted by Section 7.15), issued by the Borrower on or after March 22, 2007pursuant to an indenture and guaranty executed in connection therewith havingterms (including subordination provisions, redemption or prepayment rights orobligations, tenor, deferral of interest rights, covenants and defaults) noless

**First****Amendment to Credit Agreement**

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favorableto the Banks than those set forth in the Trust Preferred Securities describedin clause (i) preceding as such Trust Preferred Securities are in effect on May28, 2004.

3.             **ConditionsPrecedent to Effectiveness of Amendment**.  This Amendment shall not be effective untilthe Administrative Agent receives: (a) counterparts of this Amendment executedby the Borrower, the Subsidiary Guarantors, the requisite Banks and theAdministrative Agent; (b) payment ofall expenses, including legal fees and expenses of counsel to theAdministrative Agent, incurred by the Administrative Agent in connection withthis Amendment, to the extent invoiced to the Borrower on or prior to the datehereof; and (c) such other agreements, documents, instruments and items as theAdministrative Agent may reasonably request, including, without limitation,documents evidencing the due authorization of the execution, delivery andperformance by the Borrower and each of the Subsidiary Guarantors of thisAmendment, the incumbency of the officer of the Borrower and each of theSubsidiary Guarantors executing this Amendment, and any other matters relevantthereto.

4.             **Representations**.  TheBorrower represents and warrants to the Administrative Agent and theBanks as follows:  (a) the execution,delivery and performance by the Borrower of this Amendment and the CreditAgreement, as amended hereby, have been duly authorized by all necessarycorporate action; (b) all representations and warranties made or deemed made bythe Borrower in the Credit Documents are true and correct as of the datehereof, except to the extent that such representations and warranties expresslyrelate solely to an earlier date (in which case such representations andwarranties were true and accurate on and as of such earlier date) and exceptfor changes in factual circumstances not prohibited by the Credit Agreement;and (c) no Default or Event of Default has occurred and is continuing as of thedate hereof.

5.             **Effect of Amendment**.  This Amendment is a Credit Document.  Except as expressly modified and amended bythis Amendment, all of the terms, provisions and conditions of the CreditDocuments shall remain unchanged and in full force and effect.  If any part of this Amendment is for anyreason found to be unenforceable, all other portions of it shall neverthelessremain enforceable.  The Credit Documentsand any and all other documents heretofore, now or hereafter executed anddelivered pursuant to the terms of the Credit Agreement are hereby amended sothat any reference to the Credit Agreement shall mean a reference to the CreditAgreement as amended hereby.

6.             **Expenses****.**  TheBorrower shall pay all reasonable fees and expenses paid or incurred by theAdministrative Agent incident to this Amendment, including, without limitation,the reasonable fees and expenses of the Administrative Agent’s counsel inconnection with the negotiation, preparation, delivery and execution of thisAmendment and any related documents.

7.             **Governing Law****.**  ThisAmendment shall be governed by and construed in accordance with and be governedby the laws of the State of New York, without regard to conflict of lawsprinciples.

8.             **Counterparts****.**  ThisAmendment may be executed in any number of counterparts and by the partieshereto in separate counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which taken together shallconstitute one and the same instrument.

9.             **ENTIRETY****.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THEOTHER CREDIT DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES ANDSUPERCEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THESUBJECT MATTER HEREOF.  THESE CREDITDOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE**

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**CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.**

10.           **Parties****.**  This Amendment binds and inures to thebenefit of the Borrower, the Subsidiary Guarantors, the Administrative Agent,the Banks and their respective permitted successors and assigns.

***[REMAINDER OF PAGE INTENTIONALLY BLANK.***

***SIGNATURE PAGES FOLLOW.]***

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Signature Page to thatcertain First Amendment to Credit Agreement dated as of the date first setforth above, among Universal American Financial Corp., as the Borrower, Bank ofAmerica, N.A., as the Administrative Agent, and certain Banks party thereto.
| **UNIVERSAL  AMERICAN FINANCIAL  CORP.**, as the  Borrower              |   |
|-------------------------------------------------------------------------|--------|
| ** **                                                              |   |
|                                                                    |   |   |   |   |   |
| By:                                                                     |   | /s/  Robert A. Waegelein |   |   |   |
|                                                                    | Name:  | Robert  A. Waegelein |   |   |   |   |   |
|                                                                    | Title: | Executive  Vice President & |   |   |   |   |   |
|                                                                    |   | Chief  Financial Officer |   |   |   |   |   |   |
|                                                                    |   |   |   |   |   |   |
|                                                                    |   |   |   |   |   |   |
| **BANK OF  AMERICA, N.A.**, as a  Bank and as  the Administrative Agent |   |
| ** **                                                              |   |
|                                                                    |   |   |   |   |   |
| By:                                                                     |   | /s/  Joseph L. Corah |   |   |   |
|                                                                    | Name:  | Joseph  L. Corah |   |   |   |   |   |
|                                                                    | Title: | Senior  Vice President |   |   |   |   |   |
|                                                                         |        |  |  |  |  |  |  |  |

 

**Signature Page to First Amendment to Credit Agreement**

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To induce the AdministrativeAgent and the Banks to enter into this Amendment, the undersigned consent andagree (a) to its execution and delivery and terms and conditions thereof, (b)that this document in no way releases, diminishes, impairs, reduces, orotherwise adversely affects any Liens, Subsidiary Guaranties, assurances, orother obligations or undertakings of any of the undersigned under any CreditDocuments, and (c) that this Amendment binds each of the undersigned and itssuccessors and permitted assigns and inures to the benefit of theAdministrative Agent, the Banks, and their respective successors and permittedassigns.
| **WORLDNET SERVICES CORP.**, as a  Guarantor                     | **HERITAGE HEALTH SYSTEMS OF TEXAS,  INC.**, as a Guarantor |
|------------------------------------------------------------------|-------------------------------------------------------------|
|                                                             |                                                        |   |   |
|                                                             |                                                        |   |   |
| By:                                                              |                                                        | /s/  Robert A. Waegelein |   | By: |   | /s/  Theodore M. Carpenter, Jr. |   |
|                                                             | Name:                                                       | Robert  A. Waegelein |   | Name: | Theodore  M. Carpenter, Jr. |
|                                                             | Title:                                                      | Chief  Financial Officer |   | Title: | President |
|                                                             |                                                        |   |   |   |   |
|                                                             |                                                        |   |   |   |   |
| **UNIVERSAL AMERICAN FINANCIAL  SERVICES, INC.**, as a Guarantor | **HHS TEXAS MANAGEMENT, INC.**,  as a  Guarantor            |
| ** **                                                       |                                                        |
| ** **                                                       |                                                        |
| By:                                                              |                                                        | /s/  Robert A. Waegelein |   | By: |   | /s/  Steven C. Holman |   |
|                                                             | Name:                                                       | Robert  A. Waegelein |   | Name: | Steven  C. Holman |
|                                                             | Title:                                                      | President |   | Title: | Secretary |
|                                                             |                                                        |   |   |   |   |
|                                                             |                                                        |   |   |   |   |
| **QUINCY COVERAGE CORPORATION**,  as a  Guarantor                | **CHCS SERVICES INC.**,  as a Guarantor                     |
| ** **                                                       |                                                        |
| ** **                                                       |                                                        |
| By:                                                              |                                                        | /s/  Robert A. Waegelein |   | By: |   | /s/  Robert A. Waegelein |   |
|                                                             | Name:                                                       | Robert  A. Waegelein |   | Name: | Robert  A. Waegelein |
|                                                             | Title:                                                      | President |   | Title: | Executive  Vice President |
|                                                             |                                                        |   |   |   |   |
|                                                             |                                                        |   |   |   |   |
| **HERITAGE HEALTH SYSTEMS, INC.**,  as a  Guarantor              |                                                        |
| ** **                                                       |                                                        |
| ** **                                                       |                                                        |
| By:                                                              |                                                        | /s/  Steven C. Holman |   |   |   |   |   |
|                                                             | Name:                                                       | Steven  C. Holman |   |   |   |
|                                                             | Title:                                                      | Assistant  Secretary |   |   |   |

 

**Signature Page to First Amendment to Credit Agreement**

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| **PSO MANAGEMENT OF TEXAS, LLC**, as a  Guarantor | **HHS TEXAS MANAGEMENT, L.P.**,  as a  Guarantor |
|---------------------------------------------------|--------------------------------------------------|
| ** **                                        |                                             |
|                                              |                                             |   |   | By: | **HHS Texas Management, Inc.**,  its |
| By:                                               |                                             | /s/ Steven C. Holman |   |   | general partner |
|                                              | Name:                                            | Steven  C. Holman |   |   |   |   |   |
|                                              | Title:                                           | Vice  President |   |   |   |   |   |
|                                              |                                             |   |   |   | By: |   | /s/ Steven C. Holman |   |
|                                              |                                             |   |   |   | Name: | Steven C. Holman |
|                                              |                                             |   |   |   | Title: | Secretary |
|                                                   |                                                  |  |  |  |  |  |  |  |

 

**Signature Page to First Amendment to Credit Agreement**

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