709878--3/1/2010--UNIVERSAL_AMERICAN

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The MMA and MIPPA made changes to the Medicare program that will materially impact our operations and could reduce our profitability and increase competition for existing and prospective members. We may be unable to execute our plan to respond to the challenges resulting from the passage into law of the Medicare Improvements for Patients and Providers Act of 2008. Measures of the Administration and U.S. Congress to expand covered health insurance and/or implement changes within the health care system, including the American Recovery and Reinvestment Act, could increase our cost of doing business and could adversely affect our profitability. Reductions in funding for Medicare programs could materially reduce our profitability. Competition in the insurance, healthcare, PBM and pharmacy industries is intense, and if we do not design and price our products properly and competitively, our membership and profitability could decline. Our results of operations will be adversely affected if our insurance premium rates are not adequate. The competitive bidding process may adversely affect our profitability Our Part D business is subject to an annual competitive bidding process and if we are unable to bid below the benchmark, we could lose auto-assigned dual eligible member which would adversely affect results of operations. Because our Medicare Advantage premiums, which generate most of our Medicare Advantage revenues, are fixed by contract, we are unable to increase our Medicare Advantage premiums during the contract term if our corresponding medical benefits expense exceeds our estimates which can adversely affect our results of operations. As a government contractor, we are exposed to risks that could adversely affect our business or our willingness to participate in government health care programs, including and as a result of the new 2010 Medicare Advantage payment rates released by CMS. We hold reserves for expected claims, which are estimated, and these estimates involve an extensive degree of judgment; if actual claims exceed reserve estimates, our results could be materially adversely affected. Our reserves for future insurance policy benefits and claims on our traditional business may prove to be inadequate, requiring us to increase liabilities and resulting in reduced net income and shareholders' equity. We may experience higher than expected loss ratios which could materially adversely affect our results of operations. We are subject to extensive government regulation; compliance with laws and regulations is complex and expensive, and any violation of the laws and regulations applicable to us could reduce our revenues and profitability and otherwise adversely affect our operating results. Changes in governmental regulation or legislative reform could increase our costs of doing business and adversely affect our profitability. We are required to comply with laws governing the transmission, security and privacy of health information that require significant compliance costs, and any failure to comply with these laws could result in material criminal and civil penalties. Legal and regulatory investigations and actions are increasingly common in the insurance and managed care business and may result in financial losses and harm our reputation. If we fail to effectively execute our Medicare initiatives and our other operational and strategic initiatives, our business could be materially adversely affected. CMS's risk adjustment payment system and budget neutrality factors make our revenue and profitability difficult to predict and could result in material retroactive adjustments to our results of operations. We rely on the accuracy of information provided by CMS regarding the eligibility of an individual to participate in our Medicare Advantage and Medicare Part D plans, and any inaccuracies in those lists could cause CMS to recoup premium payments from us with respect to members who turn out not to be ours, or could cause us to pay benefits in respect of members who turn out not to be ours, which could reduce our revenue and profitability. The limited annual enrollment process may adversely affect our growth and ability to market our products. If we are unable to develop and maintain satisfactory relationships with the providers of care to our members, our profitability could be adversely affected and we may be precluded from operating in some markets. If our government contracts are not renewed or are terminated, our business could be substantially impaired. A reduction in the number of members in our health plans could adversely affect our results of operations. Financial accounting for the Medicare Part D and Medicare Advantage benefits is complex. We derive a substantial portion of our Medicare Advantage HMO revenues and profits from Medicare Advantage HMO operations in Texas, and legislative actions, economic conditions or other factors that adversely affect those operations could materially reduce our revenues and profits. If the PBM and service providers that support our business do not continue to earn and retain purchase discounts and rebates from manufacturers at current levels, our gross margins may decline. Changes in industry pricing benchmarks could adversely affect our financial performance. Demands by our clients for enhanced service levels or possible loss or unfavorable modification of contracts with our clients could negatively affect our profitability. Our results of operations could suffer if we lose our pharmacy network affiliations. Our PBM could be subject to claims under ERISA if it is found to be a fiduciary of health benefit plans governed by ERISA. Our relationship with NCPA is important and the loss of such relationship could have an adverse effect on our Part D business and results of operations. There are significant risks associated with our participation in the Medicare Part D program, the occurrence of which could have a material adverse effect on our results of operations. The pharmacy benefit management component of our business is subject to significant additional regulation. Corporate practice of medicine and fee-splitting laws may govern our business operations, and violation of these laws could result in penalties and adversely affect our arrangements with contractors and our profitability. We may experience future lapsation in our Medicare supplement business, requiring faster amortization of the deferred acquisition costs. We no longer sell long term care insurance and the premiums that we charge for the long term care policies that remain in force may not be adequate to cover the claims expenses that we incur. Our business and its growth are subject to risks related to difficulties in the financial markets and general economic conditions. We may suffer losses due to fraudulent activity, which could adversely affect our financial condition and results of operation. The occurrence of natural or man-made disasters could adversely affect our financial condition and results of operation. Any acquisition or disposition that we undertake may not be accretive and may cause dilution to our earnings per share, which may harm the market price of our common stock. Any failure by us to manage our growing operations or to successfully complete or integrate acquisitions, dispositions and other significant transactions could harm our financial results, business and prospects. Internal growth and expansion risk We have incurred and may in the future incur significant expenses in connection with the implementation and expansion of our new Medicare Advantage plans, which could adversely affect our operating results. If we fail to properly maintain the integrity of our data and information systems, our business could be materially adversely affected. Our reliance upon third party administrators and other outsourcing arrangements may disrupt or adversely affect our operations. Our business may suffer if we are not able to hire and retain sufficient qualified personnel or if we lose our key personnel. Any failure to manage sales and administrative costs could impair profitability. The limited annual enrollment period may make it difficult to retain an adequate sales force. We may be responsible for the actions of our independent and career agents, and restrictions on our ability to market would adversely affect our revenue. We may not be able to compete successfully if we cannot recruit and retain insurance agents, which could materially adversely affect our business and ability to compete. We make cash advances to our agents to assist in the development of agency offices and recruitment of agents. A significant portion of our assets are invested in fixed income securities and other securities that are subject to market fluctuations, which have recently been intensified by general economic conditions. Further deterioration in the mortgage-backed securities market or significant deterioration in the mortgage-backed securities we hold could adversely affect our results of operations or financial condition. We may not have adequate intellectual property rights in our brand names for our health plans, and we may be unable to adequately enforce these rights. Our results of operations and shareholders' equity could be materially adversely affected if we have an impairment of our intangible assets. We have debt outstanding that contains restrictive covenants, and we may be unable to access other sources of financing should we require additional external financing or obtain waivers of relevant covenants or, if they arise, defaults under the debt agreements. We have debt outstanding that contains restrictive covenants, and we may be unable to service and repay our debt obligations if our subsidiaries cannot pay sufficient dividends or make other cash payments to us. If we are required to maintain higher statutory capital levels for our existing operations or if we are subject to additional capital reserve requirements as we pursue new business opportunities, our ability to obtain funds from our subsidiaries may be restricted and our cash flows and liquidity may be adversely affected. Downgrades in our debt ratings, should they occur, may adversely affect our business, financial condition and results of operations. The securities and credit markets recently have been experiencing extreme volatility and disruption, which could adversely affect our business. State insurance laws and anti-takeover provisions in our organizational documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management. Our stock price and trading volume may be volatile, which could result in a decrease in the price of our common stock. Some of our directors and executive officers may have interests that are different from, or in addition to, the interests of our shareholders generally. If we are unable to maintain effective internal controls over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the price of our common stock.

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709878--3/1/2010--UNIVERSAL_AMERICAN_CORP.