Universal American Financial Corp. ▼

                       ADMINISTRATIVE SERVICES AGREEMENT

   AGREEMENT made as of the 3/rd/ day of January, 2005, by and between IXIS
Asset Management Advisors, L.P., a Delaware limited partnership ("IXIS
Advisors"), and CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest
Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I,
Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the "Trusts").

                                  WITNESSETH:

   WHEREAS, each Trust is registered as an open-end management investment
company  . . .

                                 GATEWAY FUND

                              Advisory Agreement

   AGREEMENT made the __ day of February, 2008, by and between THE GATEWAY
TRUST, a Massachusetts business trust (the "Fund"), with respect to its Gateway
Fund series (the "Series"), and Gateway Investment Advisers, LLC, a Delaware
limited liability company (the "Manager").

                                  WITNESSETH:

   WHEREAS, the Fund and the Manager wish to enter into an agreement setting
forth the terms upon which the Manager (or certain other  . . .

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION OF

UNIVERSAL AMERICAN FINANCIAL CORP.

Under Section 805 of the Business Corporation Law

The undersigned (herein referred to as the �Corporation�), pursuant to the provisions of the Business Corporation Law of the State of New York, does hereby certify as follows:

1.             The name of the Corporation is Universal American Financial Corp.  The name under which the Corporation was formed is Universal Holding Corp.

2.        . . .

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of March 9, 2004 (this �Agreement�), by and among Universal American Financial Corp. (�Universal�), Heritage Health Systems, Inc. (the �Company�) and Theodore Carpenter, Jr. (�Executive�).

WHEREAS, Universal, the Company and Executive wish to enter into an agreement relating to the employment of Executive by the Company;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1.  . . .

ESCROW AGREEMENT

This ESCROW AGREEMENT (this �Agreement�) is made as of September 18, 2007, by and among Universal American Financial Corp., a New York corporation (�Parent�), MH Acquisition I Corp., a Delaware corporation and wholly owned subsidiary of Parent (the �Delaware Corp. Merger Sub�), MH Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the �Delaware LLC Merger Sub� and, together with the Delaware Corp. Merger Sub, collectively, the �Merger Subs�), MHRx LLC, a Delaware limited liability company (�MHRx�), MemberHealth, Inc., an Ohio  . . .

                          MASTER CUSTODIAN AGREEMENT

   This Agreement is made as of September 1, 2005 by and among each management
investment company identified on Appendix A hereto (each such investment
company and each management investment company made subject to this Agreement
in accordance with Section 18.6 below, shall hereinafter be referred to as a
"Fund"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company
(the "Custodian"),

                                  WITNESSETH:

   WHEREAS, each Fund may or may not be authorized to issue  . . .

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the �Company�), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a �Holder� and, collectively, the �Holders�).

WHEREAS, the Company is entering into this Agreement as contemplated by that certain Securities Purchase Agreement dated as of the date of this Agreement (the �Securities Purchase Agreement�). . . .

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of May 7, 2007 among Universal American Financial Corp., a New York corporation
(the "Company"), and the other parties named on the signature pages hereto (or
which become a party to this Agreement after the date hereof pursuant to the
terms hereof) (each, a "Holder" and, collectively, the "Holders").

      WHEREAS, the Company is entering into this Agreement as contemplated by
that certain Securities Purchase  . . .

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the �Company�), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a �Holder� and, collectively, the �Holders�).

WHEREAS, the Company is entering into this Agreement as contemplated by that certain Securities Purchase Agreement dated as of the date of this Agreement (the �Securities  . . .

SECURITIES PURCHASE AGREEMENT

among

UNIVERSAL AMERICAN FINANCIAL CORP.

and

THE SEVERAL INVESTORS PARTY HERETO

Dated as of May 7, 2007

SECURITIES PURCHASE AGREEMENT

among

UNIVERSAL AMERICAN FINANCIAL CORP.

and

THE SEVERAL INVESTORS PARTY HERETO

Dated as of May 7, 2007