Subject: HHSC Managed Care Contract HHSC Contract No. 529-06-0280-00002-M

Exhibit 10.2

		Contractual Document (CD)

Responsible Office: HHSC Office of General Counsel (OGC)

Subject: HHSC Managed Care Contract		HHSC Contract No. 529-06-0280-00002-M

Part 1: Parties to the Contract:

This Contract Amendment (the “Amendment”) is between the Texas Health and Human Services Commission (HHSC), an administrative agency within the executive department of the State of Texas, having its principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and Amerigroup Texas, Inc. (HMO) a corporation organized under the laws of the State of Texas, having its principal place of business at: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. HHSC and HMO may be referred to in this Amendment individually as a “Party” and collectively as the “Parties.”

The Parties hereby agree to amend their original contract, HHSC contract number 529-06-0280-00002 (the “Contract”) as set forth herein. The Parties agree that the terms of the Contract will remain in effect and continue to govern except to the extent modified in this Amendment.

This Amendment is executed by the Parties in accordance with the authority granted in Attachment A to the HHSC Managed Care Contract document, “HHSC Uniform Managed Care Contract Terms & Conditions,” Article 8, “Amendments and Modifications.”

Part 2: Effective Date of Amendment:		Part 3: Contract Expiration Date		Part 4: Operational Start Date:
September 1, 2009		August 31, 2010		STAR and CHIP HMOs: September 1, 2006
				STAR+PLUS HMOs: February 1, 2007
				CHIP Perinatal HMOs: January 1, 2007

Part 5: Project Managers:

HHSC:		HMO:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Director, Health Plan Operations		Amerigroup Texas, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ H		▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇		Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇		Fax: ▇▇▇-▇▇▇-▇▇▇▇
		E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Part 6: Deliver Legal Notices to:

HHSC:		HMO:
General Counsel		Amerigroup Texas, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 4th Floor		▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇		Fax: ▇▇▇-▇▇▇-▇▇▇▇

Part 7: HMO Programs and Service Areas:

This Contract applies to the following HHSC HMO Programs and Service Areas (check all that apply). All references in the Contract Attachments to HMO Programs or Service Areas that are not checked are superfluous and do not apply to the HMO.

		Contractual Document (CD)

Responsible Office: HHSC Office of General Counsel (OGC)

Subject: HHSC Managed Care Contract		HHSC Contract No. 529-06-0280-00002-M

þ Medicaid STAR HMO Program

		Service Areas:		o		Bexar		o		Lubbock
				þ		Dallas		þ		Nueces
				o		El Paso		þ		Tarrant
				þ		▇▇▇▇▇▇		þ		▇▇▇▇▇▇

See Attachment B-6, “Map of Counties with HMO Program Service Areas,” for listing of counties included within the STAR Service Areas.

þ Medicaid STAR+PLUS HMO Program

		Service Areas:		þ		Bexar		o		Nueces
				þ		▇▇▇▇▇▇		þ		▇▇▇▇▇▇

See Attachment B-6.1, “Map of Counties with STAR+PLUS HMO Program Service Areas,” for listing of counties included within the STAR+PLUS Service Areas.

þ CHIP HMO Program

		Core Service Areas:		o		Bexar		þ		Nueces
				þ		Dallas		þ		Tarrant
				o		El Paso		o		Travis
				þ		▇▇▇▇▇▇		▇		▇▇▇▇
				o		Lubbock

		Optional Service Areas:		o		Bexar		o		Lubbock
				o		El Paso		o		Nueces
				o		▇▇▇▇▇▇		▇		▇▇▇▇▇▇

See Attachment B-6, “Map of Counties with HMO Program Service Areas,” for listing of counties included within the CHIP Core Service Areas and CHIP Optional Service Areas.

þ CHIP Perinatal Program

		Core Service Areas:		o		Bexar		o		Nueces
				o		Dallas		þ		Tarrant
				o		El Paso		o		▇▇▇▇▇▇
				▇		▇▇▇▇▇▇		▇		▇▇▇▇
				o		Lubbock

		Contractual Document (CD)

Responsible Office: HHSC Office of General Counsel (OGC)

Subject: HHSC Managed Care Contract		HHSC Contract No. 529-06-0280-00002-M

		Optional Service Areas:		o		Bexar		o		Lubbock
				o		El Paso		o		Nueces
				o		▇▇▇▇▇▇		▇		▇▇▇▇▇▇

See Attachment B-6.2, “Map of Counties with CHIP Perinatal HMO Program Service Areas,” for a list of counties included within the CHIP Perinatal Service Areas.

Part 8: Payment

Part 8 of the HHSC Managed Care Contract document, “Payment,” is modified to add the capitation rates for Rate Period 4.

þ Medicaid STAR HMO PROGRAM

Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the Capitation Payment requirements for the STAR Program. The following Rate Cells and Capitation Rates will apply to Rate Period 4:

******REDACTED******

þ Medicaid STAR+PLUS HMO Program

Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the Capitation Payment requirements for the STAR+PLUS Program. The following Rate Cells and Capitation Rates will apply to Rate Period 4:

******REDACTED******

þ CHIP HMO PROGRAM

Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the Capitation Payment requirements for the CHIP Program. The following Rate Cells and Capitation Rates will apply to Rate Period 4:

******REDACTED******

		Contractual Document (CD)

Responsible Office: HHSC Office of General Counsel (OGC)

Subject: HHSC Managed Care Contract		HHSC Contract No. 529-06-0280-00002-M

þ CHIP Perinatal Program

Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the Capitation Payment requirements for the CHIP Perinatal Program.

******REDACTED******

Part 9: Contract Attachments:

Modifications to Part 9 of the HHSC Managed Care Contract document, “Contract Attachments,” are italicized below:

A: HHSC Uniform Managed Care Contract Terms & Conditions — Version 1.12 is replaced with Version 1.13

B: Scope of Work/Performance Measures — Version 1.12 is replaced with Version 1.13 for all attachments, except if noted.

			B-1: HHSC RFP ▇▇▇-▇▇-▇▇▇, Sections 6-9
			B-2: Covered Services

			B-2.1 STAR+PLUS Covered Services
			B-2.2 CHIP Perinatal Program Covered Services

B-3: Value-added Services

			B-3.1 STAR+PLUS Value-added Services
			B-3.2 CHIP Perinatal Program Value-added Services

B-4: Performance Improvement Goals

B-4.1 SFY 2008 Performance Improvement Goals

			B-5: Deliverables/Liquidated Damages Matrix
			B-6: Map of Counties with STAR and CHIP HMO Program Service Areas

			B-6.1 STAR+PLUS Service Areas
			B-6.2 CHIP Perinatal Program Service Areas

B-7: STAR+PLUS Attendant Care Enhanced Payment Methodology

C: HMO’s Proposal and Related Documents

			C-1: HMO’s Proposal
			C-2: HMO Supplemental Responses
			C-3: Agreed Modifications to HMO’s Proposal

		Contractual Document (CD)

Responsible Office: HHSC Office of General Counsel (OGC)

Subject: HHSC Managed Care Contract		HHSC Contract No. 529-06-0280-00002-M

Part 10: Special Provision for Nueces Service Area

Attachment A, Section 10.04 is amended to include sub-part (b) as follows:

Section 10.04(b) added by Version 1.8

(b) In addition to the reasons set forth in Section 10.04(a), the Parties expressly understand and agree that HHSC may, at any time, unilaterally adjust the Rate Period 2 STAR Program Capitation Rates for the Nueces Service Area. HHSC is entitled to unilaterally adjust such rates, prospectively and/or retrospectively, if it determines that: (1) the cumulative Rate Period 2 Encounter Data for all HMOs in the Nueces Service Area does not support the Capitation Rates; or (2) economic factors in the Nueces Service Area significantly and measurably impact providers or the delivery of Covered Services to Members. For adjustments made pursuant to this Section 10.04(b), HHSC will provide written notice at least ten (10) Business Days before: (1) the effective date of a prospective adjustment; (2) offsetting Capitation Payments to recover retrospective adjustments. Any adjustments to the Rate Period 2 Capitation Rates must meet the actuarial soundness requirements of Attachment A, Section 10.03, “Certification of Capitation Rates.”

Part 11: Signatures:

The Parties have executed this Contract Amendment in their capacities as stated below with authority to bind their organizations on the dates set forth by their signatures. By signing this Amendment, the Parties expressly understand and agree that this Amendment is hereby made part of the Contract as though it were set out word for word in the Contract.

Texas Health and Human Services Commission		Amerigroup Texas, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, M.D.		By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Deputy Executive Commissioner for Health Services		Title: President and CEO
Date: 08/21/09		Date: 7/30/09