UNIVERSAL AMERICAN FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. STOCKHOLDERS' EQUITY

Preferred Stock

The Company had 2,000,000 authorized shares of preferred stock to be issued in series with no shares issued and outstanding at December 31, 2000. During 1999 all of the outstanding preferred stock was converted into common stock (see Note 7 for a discussion of the conversion of previously outstanding Series B, C, D and D-1 Preferred Stock).

Common Stock

The par value of common stock is $.01 per share with 80,000,000 shares authorized for issuance. The shares issued and outstanding at December 31, 2000 and 1999 were 46,842,170 and 45,914,327, respectively. During the years ended December 31, 2000 and 1999 and 1998, the Company issued 927,843, 38,276,270 and 312,197 shares, respectively, of its common stock.

Treasury Stock

During 2000, the Board of Directors approved a plan to repurchase up to 500,000 shares of Company stock in the open market. The purpose of this plan is to fund employee stock bonuses. The Company acquired 179,821 shares on the open market for a cost of $0.7 million during the year at market prices ranging from $3.69 to $4.13 per share. The Company distributed 86,105 shares in the form of officer and employee bonuses at market prices ranging from $4.00 to $4.09 per share at the date of distribution, generating proceeds of $0.3 million.