Exhibit 10.69
      
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ARTICLE I  SERVICES AND OBLIGATIONS OF USPG
 General Responsibilities
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Transition Implementation
 Performance Standards
 Additional Products
 Medicare Advantage and Part D Capabilities
 Pre-Transition Date Services Exhibit 1.03A Exhibit 1.03A
 Post-Transition Date Services Exhibit 1.03B Exhibit 1.03B
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ARTICLE II  REPRESENTATIONS AND WARRANTIES OF CIGNA
  Corporate Status; Authorizations
 Part D and PFFS Qualifications
 Part D and PFFS Contract Requirements provided,
however
 State Licensure
 ARTICLE III  COMPENSATION
 Determination of Compensation for Pre-Transition Date Services. Exhibit 1.03A
 Determination of Compensation for Post-Transition Date Services Exhibit 1.03B
 No Double Payment
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Financial Reconciliation of Obligations under Exhibit 3.01 of the May 26,
2006 Amended and Restated Preferred Vendor Agreement
 Acceptance of Preferred Vendor Status
 Triggers for, Payment of, and Computation of Preferred Vendor Fee
 Triggers for Preferred Vendor Fee
 (i)
    
    in the 2009 CMS contract year, if CIGNA directs
that USPG provide the Services to less than [***] and the [***] is less
than [***]; or
 (ii)
    
    in the 2010 CMS contract year, if CIGNA directs
that USPG provide the Services to less than [***] [***]and the [***] is
less than [***]; or
 (iii)
    
    in the 2011 CMS contract year, if CIGNA
directs that USPG provide the Services to less than [***] and the [***]
is less than [***]; or
 (iv)
    
    in the 2012 CMS contract year, if CIGNA directs
that USPG provide the Services to less than [***] and the [***] is less
than [***].
 Payment of Preferred Vendor Fee
 (i)
    
    Within forty-five (45) days of the end of each calendar quarter, CIGNA
will calculate whether USPG has earned an interim Preferred Vendor Fee for
that quarter based on (A) the existence of conditions (i) , (ii), (iii), or
(iv) above, and (B) the formula set forth in Section 3.06(c) for which the
applicable period shall be year-to-date through the end of such calendar
quarter.
 (ii)
    
    CIGNA shall reconcile any and all interim Preferred Vendor Fees paid to
USPG in previous quarters during each CMS contract year against the total
Preferred Vendor fee actually due and owing, if any, for such quarter and
pay the net interim Preferred Vendor Fee to USPG before the last day of the
forty-five (45) day period.
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(iii)
    
    Within forty-five (45) days of the end of each CMS contract year,
CIGNA shall reconcile any and all interim Preferred Vendor Fees paid to USPG
during the year against the total Preferred Vendor Fee actually due and
owing, if any, for such year based on the formula set forth in Section
3.06(c). USPG or CIGNA, as the case may be, shall pay to the other any
amount owing to the other as determined by such reconciliation within ten
(10) days of the last day of such forty-five (45) day period.
 Computation of Preferred Vendor Fee
 
    
    the lesser of (A) [***] or (B) [***]
 
    
    minus [***];
 
    
    multiplied by [***].
 ARTICLE IV  ADDITIONAL AGREEMENTS
 Legal and Regulatory Compliance
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et seq
 Inspection, Audit and Acceptance
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Representations and Covenants of USPG and NationsHealth
 Contracting Capacity
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Exclusions and Debarment Certifications
 Conflict of Interest Certifications
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Corporate Status; Authorizations Exhibit 4.03(d)
 Warranting and Certification of Data
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Compliance with Grievance Requirements Exhibits 1.03A and 1.03B
 Privacy and Security of Certain Data Exhibit
4.06
 Assignment and Subcontracting Exhibit
4.07 Exhibit 4.07
 Advance Consent to Assignment Among Affiliates of CIGNA
 Delegation of Duties
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Document Retention, Audit Rights
 Cash Balance Information Access; Provision of Financial Statements
 Notice of Material Changes in Enrollment Levels
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Cooperation with New Service Provider
 Data Reporting Submissions
 ARTICLE V  AGREEMENT CONTINGENT;  TERM AND TERMINATION
 Agreement Contingent on CMS Acceptance of CIGNA Applications
 Term of this Agreement
 Termination
 For Cause
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Exhibit 5.04A Exhibit 5.04B
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Optional Extension of Counter-Party Performance in Connection With Early
Termination
 Option to Acquire Servicing Assets; Rights in Cardholder Data; Option to
Employ Personnel; No Preclusion on Marketing by USPG and NationsHealth
 Option to Acquire Servicing Assets
 Pre-Transition Date Exhibits 1.03A and 1.03B
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Post-Transition Date Exhibit 1.03B
 Option to Employ Personnel
 Pre-Transition Date
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Post-Transition Date
 No Loss of Rights in Cardholder Data; No Preclusion on Marketing by USPG and
NationsHealth
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ARTICLE VI  CONFIDENTIALITY; USE OF INTELLECTUAL PROPERTY;  ENROLLEE DATA; EXCLUSIVITY
 Confidentiality
 Use of Proprietary Information
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Data
 ARTICLE VII  SURVIVAL; INDEMNIFICATION
 Survival of Representations and Warranties
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Mutual Indemnification
   Method of Asserting Third-Party Claims
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provided however
  Limitations on Indemnification
 Insurance
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ARTICLE VIII  DISPUTE RESOLUTION
 Disputes
 Commencing Arbitration
 Decision Binding; Federal Arbitration Act
 Waiver; Survival
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ARTICLE IX  DEFINITIONS
 Defined Terms
  Affiliate
 CIGNA Data
 Confidential Information
 Contract
 Control
 Domiciled
 Dual Eligibles
 Employer Group
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Enrollee
 Governmental Authority
 Law
 Material Adverse Effect
 Medicare Program
 NationsHealth Data
 Part B Supplies
 Parties
 Person
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Preferred Vendor
 Preferred Vendor Fee
 Tax
 ARTICLE X  GENERAL PROVISIONS
 Notices
 If to USPG or NationsHealth:
 th
  
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If to CIGNA
 
  
 Headings
 Severability
 Entire Agreement
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Assignment
 Parties in Interest
 Construction of Terms
 No Strict Construction
 Governing Law; Jurisdiction; Waiver of Jury Trial
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Amendment
 Waiver
 Counterparts
 ARTICLE XI  SERVICING PROCEDURES
 Servicing Procedures Exhibit
11.01A,  Exhibit 11.01B
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SIGNATURES APPEAR ON FOLLOWING PAGE
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UNITED STATES PHARMACEUTICAL GROUP, LLCByItsNATIONSHEALTH, INC.ByItsCONNECTICUT GENERAL LIFE INSURANCE COMPANYByIts CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
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EXHIBIT 1.02A
 PRE-TRANSITION DATE PART D CAPABILITIES
  A.
    
    Connectivity:
 1.
    
    to CMS via the [***] to and from [***];2.
    
    to CIGNA or its designee [***] to [***] for [***] and [***] to [***] by the [***]);3.
    
    to CIGNA to [***] and [***] as [***], and [***] to [***] by [***]).
 B.
    
    Systems:
 1.
    
    to [***] from [***] with [***] to [***] and [***] with [***] or [***] to [***] to [***]
[***];
 2.
    
    to [***] and [***] and [***] and to [***] and [***] on [***] and [***]3. to [***] and
[***] to [***] by [***] or [***];4.
    
    to [***] and [***]:5.
    
    to [***], and [***] on [***]6.
    
    to [***] and [***] of [***] to [***] with [***] and [***] by the [***].
 C.
    
    Data Management and Reporting Processes:
 1.
    
    to enable [***] to [***] to CMS as a [***]. [***] include but are not limited to [***]
and [***].
 2.
    
    to enable [***] and [***] of [***] and [***] [***] in Exhibit 1.03A and this
Exhibit 1.02A. The Parties acknowledge that [***] described in each of
Exhibits 1.03A and 1.03B, as applicable, pertains to [***] and [***]. The format,
content, and timing of management reports are to be agreed upon by the Parties.
 D.
    
    Sufficient personnel (employed and contracted) to ensure the timely performance of USPGs
obligations hereunder in a manner that provides Medicare beneficiaries and their
representatives convenient, accessible and accurate service in a courteous, professional
manner, as well as being responsive to [***]. All such personnel shall be trained in
accordance with applicable CMS guidance.
 E.
    
    Systems and infrastructure in a hardened data center on or before the earlier of October 1,
2005, or such other date as CMS requires for testing or otherwise.
 F.
    
    The Service Level Requirements set forth in Exhibits 5.04A and 5.04B (as applicable
depending on whether on whether the time period in issue is pre or post Transition Date),
specifies standards of timeliness, accuracy, and quality that are consistent with, or exceed,
the standards that are set forth in CMS instructions and guidelines and agreed upon monetary
penalties and incentives for, respectively, failing to meet or exceeding, service levels with
respect to the services to be provided by USPG.
 G.
    
    A [***] and [***] after the [***] as [***] in [***]
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EXHIBIT
1.02B   POST-TRANSITION DATE PART D AND PFFS CAPABILITIES
  A.
    
    Connectivity:
 1.
    
    to [***] or [***] to [***] and [***] and[***] and[***] to [***]
by the [***].
 B.
    
    Systems:
 1.
    
    to [***] from [***] with [***] or [***] to [***] to [***]
 2.
    
    to [***] and [***] and [***]and to [***] and [***] on [***]and
[***] and [***];
 3.
    
    to [***], and [***] on [***];
 4.
    
    to[***] and [***] of [***] to [***] with [***] and [***] by
[***]
 C.
    
    Data Management and Reporting Processes:
 1.
    
    to enable [***] to [***] its [***] to [***] as a [***]. [***]
include but are not limited to [***] and [***]
 2.
    
    to enable [***] and [***] of the [***] and [***] in Exhibit
1.03B and this Exhibit 1.02B. The Parties acknowledge that the
[***] described in each of Exhibits 1.03A and 1.03B, as applicable,
pertains to [***]. The format, content, and timing of management reports are
to be agreed upon by the Parties.
 D.
    
    Sufficient personnel (employed and contracted) to ensure the timely performance
of USPGs obligations hereunder in a manner that provides Medicare beneficiaries and
their representatives convenient, accessible and accurate service in a courteous,
professional manner, as well as being responsive to [***] [***] All such personnel
shall be trained in accordance with applicable CMS guidance.
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E.
    
    Systems and infrastructure in a hardened data center on or before the earlier
of October 1, 2005, or such other date as CMS requires for testing or otherwise.
 F.
    
    The Service Level Requirements set forth in Exhibits 5.04A and 5.04B
(as applicable depending on whether the time period in issue is pre or post Transition
Date), specifies standards of timeliness, accuracy, and quality that are consistent
with, or exceed, the standards that are set forth in CMS instructions and guidelines
and agreed upon monetary penalties and incentives for, respectively, failing to meet or
exceeding, service levels with respect to the services to be provided by USPG.
 G.
    
    A [***] and [***] after the [***] as [***] in [***].
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EXHIBIT 1.03A
 PRE-TRANSITION DATE  COMPENSATION AND SERVICES
 PRE-TRANSITION DATE SERVICES
    Marketing/Sales and Enrollment Processing:
    
    
    Personnel supporting the enrollment process will be trained on all applicable CIGNA
Medicare products and can be redeployed across products based upon how the call volumes
emerge.
 
    
    Adequate contingency plans will exist to ensure call volumes in excess of those
anticipated will be effectively managed in accordance with Centers for Medicare & Medicaid
Services (CMS) service level requirements and guidance.
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
    
    USPG will provide licensed enrollment agents, team leaders and quality assurance
analysts to support each annual marketing and enrollment period as provided above in the
first paragraph under the subheading Marketing/Sales and Pre-Enrollment Services. USPG
is responsible to ensure personnel are appropriately trained, licensed and qualified to
perform their respective selling, processing or fulfillment tasks as stipulated by CMS
requirements and guidance. USPG will actively monitor personnel throughout the enrollment
process to ensure compliance with CMS regulations and guidance. Additionally, USPG shall
provide enrollee management in conformity with this Exhibit 1.03A.
  Post-enrollment Service
   Reporting
  Table 1.03A. Services by Major Business Process.
 ServiceIncluded inMajor Business
    
    
    
    
    
    Monthly FeeProcess
    
    Process
    
    Service
    
    or OptionalMarketing/Sales
    
    Enrollment Call Center
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]Retention Campaign
    
    [***]
    
    [***]Marketing Campaign
    
    [***]
    
    [***]Fulfillment
    
    [***]
    
    [***][***]
    
    [***]
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ServiceIncluded inMajor Business
    
    
    
    
    
    Monthly FeeProcess
    
    Process
    
    Service
    
    or OptionalEnrollment 
Processing
    
    Enrollment Processing
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]Systems Availability
    
    [***]
    
    [***]Fulfillment resulting from enrollment request -
Prior to CMS processing
    
    [***]
    
    [***][***]
    
    [***]File Transfers
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***]Post-Enrollment 
Service
    
    Member Service Call Center
    
    [***]
    
    [***][***]
    
    [***]Processing of Enrollee Initiated Changes and
submission of changes to CMS
    
    [***]
    
    [***]Processing as a result of CMS TRR
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]
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ServiceIncluded inMajor Business
    
    
    
    
    
    Monthly FeeProcess
    
    Process
    
    Service
    
    or OptionalFulfillment as a result of CMS TRR File processing
(e.g. responses for records sent to CMS and CMS
reported eligibility changes)
    
    [***]
    
    [***][***]
    
    [***]Other Fulfillment
    
    [***]
    
    [***][***]
    
    [***]Systems Availability
    
    [***]
    
    [***]Enrollee written inquiries
    
    [***]
    
    [***]CMS Complaint
    
    [***]
    
    [***]Handling of Grievances
    
    [***]
    
    [***]
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ServiceIncluded inMajor Business
    
    
    
    
    
    Monthly FeeProcess
    
    Process
    
    Service
    
    or OptionalPremium Billing and Collection
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]Reporting
    
    Reporting to CMS Per PDP Final Reporting Requirements
    
    [***]
    
    [***]Management Information to CIGNA
    
    [***]
    
    [***]
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Marketing/Sales: Enrollment Call Center and Post-Enrollment Service: Member Service Call Center
 1.
    
    USPG shall [***] and [***] to include the [***], [***], as well as [***] and shall
establish and maintain a process for confirming that [***] in the [***] and [***] the [***]
and benefits available under the PDP.
 2.
    
    USPG will maintain a [***] that [***] for [***] and [***] in compliance with standard
business practices. USPG agrees to operate the call center in accordance with the
following:
 
    
    The call center shall provide thorough information about the PDPs benefit plans,
including co-payments, deductibles, and network pharmacies. Specifically, the call
center shall provide the information described below. CIGNA will provide the
information within its, or its designees, possession to USPG or provide the requisite
tools to enable USPGs access to such information.
 
    
    [***];
    
    [***];
    
    [***] for [***];
    
    [***] for [***];
    
    Types of [***] in the [***];
    
    [***];
    
    [***];
    
    [***] Area;
    
    Current [***];
    
    [***] or [***] in the [***] of any [***] on the [***];
    
    Information about [***] and [***];
    
    Information about [***];
    
    Information about the [***] of [***] and [***]; and
    
    Information on [***].
 
    
    The call center shall incorporate procedures for [***] [***];
 
    
    The call center shall provide service to [***] and [***];
 
    
    The call center shall [***] and [***], [***], and [***] and [***] to [***]
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3.
    
    USPG shall [***] and [***] in marketing CIGNAs PDP to [***] in [***] and [***] are
[***] to [***] Each such [***], and [***] a [***] that [***] has [***] CIGNA shall have a
reasonable period of time within which to review, and comment on, any [***]
 4.
    
    USPG will make available to prospective and current Enrollees [***] that [***] by [***]
and [***] in [***].
 5.
    
    USPG shall maintain records and provide support for any [***] or [***] of [***] and
[***].
 Enrollment Processing and Post-Enrollment Service
 A.
    
    Systems Capability. USPG shall establish and maintain an [***] that [***], [***]
with [***] and [***], and has the [***] and [***]:
 1.
    
    [***] from [***];2.
    
    [***] data for [***] that [***] their [***];3.
    
    [***] or [***] when [***] to [***] and [***] and [***];4.
    
    [***] for [***] that [***] in [***] of [***];5.
    
    [***] to [***] and [***] of [***];6.
    
    [***] and [***], including [***], and [***];
 7.
    
    [***] an [***] at the [***]: (a) for [***]: [***] through [***]; and (b) for [***]:
[***] through [***] of [***] for the [***];8.
    
    [***] for [***], [***] of [***] [***] of [***] [***], and other [***] in [***];
 9.
    
    [***] and [***] for [***] of [***] [***] other [***] that an [***]for [***] in [***] of
[***] of [***] [***] required of [***] by [***]; and,
 10.
    
    [***] and [***] by [***] for the purposes of [***] and [***] in accordance with [***]
in [***] and [***] in the [***].
 C.
    
    Enrollment Process. USPG shall:
 1.
    
    Administer an [***] jointly developed with [***] that satisfies CMS guidelines [***]:
 
    
    [***] with [***] applying for enrollment [***] PDP within timeframes specified by
CMS [***];
 
    
    initiating appropriate follow up with beneficiaries who have [***] of [***] of such
[***] or such period [***]; and
 
    
    making [***] effective according to the [***] associated with the [***] in which the
[***].
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##### 



2.
    
    Notify each [***] to or at the time of [***], of [***] and [***] of the [***], and the
[***] and [***] with respect to such [***].
 3.
    
    Administer a process to [***] that [***] in the [***] and [***] the [***]. Such
process shall involve a [***] by the [***]. As the Parties may so agree, [***] shall [***]
a [***] and/or make a [***] within such time and using such script as jointly agreed to by
the Parties.
 4.
    
    Enroll Medicare beneficiaries who are eligible for Part D and reside in the PDPs
Service Area during allowable enrollment periods [***] with [***];
 5.
    
    To the extent practicable, not [***] in [***] or, [***] as [***] of a [***] ([***] a
[***] that [***] or [***]) and provide [***] of the [***] and the reason[s] therefor.
 6.
    
    Not enroll beneficiaries except during allowable enrollment periods specified by CMS.
 7.
    
    Develop policies and procedures for addressing [***] for a [***] [***] and verifying a
[***] for a [***].
 8.
    
    Receive enrollment forms from Enrollees and retain such forms in [***].
 9.
    
    [***] the [***] in accordance with [***] of this Agreement.
 D.
    
    Maintenance of Enrollment. An Enrollee shall remain enrolled in the PDP until one of
the following occurs:
 
    
    The individual [***] in [***] or [***];
 
    
    The individual [***] from [***];
 
    
    The individual is [***] from the [***];
 
    
    The PDP is [***] in which the individual [***]; or
 
    
    [***] a [***] in another [***] in [***].
 E.
    
    Disenrollment Management. USPG shall administer the PDPs disenrollment process in
accordance with policies and procedures jointly developed by the parties and in accordance
with CMS disenrollment procedure requirements.
 1.
    
    [***]. USPG will [***] and [***] from [***]. [***]:
 (i)
    
    Submit a [***] to [***] within [***];(ii)
    
    Provide the [***] with a [***] of [***] as [***] and [***]; and(iii)
    
    File and retain [***] for the period specified in [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
  - 42 -




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##### 



2.
    
    [***].
 (i)
    
    USPG shall [***] and [***] [***] of [***] in accordance with applicable CMS
requirements. Except as permitted by CMS regulations, USPG shall not [***] [***] the
[***], or [***] or [***], or [***] or [***], [***] or [***] to [***].
 (ii)
    
    [***]. USPG shall [***] an [***] the [***] in any of the following
circumstances: (a) Any [***] is not [***] on a [***], as specified under paragraph
[***]; or (b) The [***] has [***] in [***], as specified under paragraph [***].
 (iii)
    
    [***]. USPG shall [***] an [***] from the [***] in any of the
following circumstances: (a) The [***] in the [***]; (b) The [***] for [***]; (c) [***]
of [***]; (d) [***] is terminated by [***] or [***] [***] or [***] [***]; and (e) The
[***], as determined by [***], to the [***] or [***] that the individual has or expects
to [***] for [***]. USPG shall [***] in [***] with the [***] for [***] at [***].
 (iv)
    
    [***] USPG shall prepare a [***] of [***] to [***] of [***] from [***]
for [***]
 3.
    
    [***].
 (i)
    
    If the [***] is for any of the reasons specified in Sections B, C(i) or (iv) of
this section (that is, other than [***] or [***] USPG shall give the [***] of the [***]
with [***] of [***] to [***] the [***] and [***].(ii)
    
    [***] for reasons specified in Sections B, C(i) and (iii) shall:
 
    
    Be provided to the individual before submission of the disenrollment notice to CMS; and
 
    
    Include an explanation of [***] to [***].
 4.
    
    Termination of CMS Contract. USPG will notify Enrollees in the event of a
contract termination of the termination and alternatives for obtaining prescription drug
coverage under Part D in accordance with Part 423 regulations.
 Post-Enrollment Service: Enrollee [***]
  1.
    
    By the [***] in [***], USPG shall [***] under the PDP. USPG shall [***] for [***] for
[***] according to USPGs enrollment records.
 2.
    
    USPG shall permit each Enrollee, at the Enrollees option, to [***] an [***] or [***]
by [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
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##### 



3.
    
    USPG shall be able to allow Enrollees to [***] and [***] USPG shall not [***] the
[***] or the [***] for [***].
 4.
    
    USPG shall be able to support [***] to and [***] from [***].
 5.
    
    USPG shall instruct Enrollees to [***] to [***], whether [***] to [***] by [***] or, if
[***] are [***], to [***]. All [***] by USPG on behalf of CIGNA shall be [***] by CIGNA
[***] of [***].
 6.
    
    USPG shall update its enrollee records of all [***].
 7.
    
    USPG shall administer the policies and procedures jointly developed by the parties in
accordance with any applicable CMS guidance regarding the [***] of [***] and [***] of [***]
for [***]. In no event shall an Enrollee [***] without [***].
 8.
    
    USPG shall be able to identify, [***] and [***] any [***] or [***] an Enrollee that is
[***].
 9.
    
    USPG shall modify the [***] for [***] or [***].
 10.
    
    USPG shall be able to [***] for one or more categories of Enrollees including [***]
Enrollees.
 Post-Enrollment Service: [***]
  A.
    
    General Requirements
 1.
    
    USPG will develop protocols and definitions sufficient to enable its Customer Service
Representatives (CSRs) accurately to distinguish and classify Enrollee [***]. Such
protocols and definitions are subject to review and comment by CIGNA.
 2.
    
    CIGNA will provide, or provide access to, any information within its, or its
designees, control necessary to USPG to perform the services described herein.
 3.
    
    The Parties shall develop processes which will enable USPG to refer communications from
providers to CIGNA and Enrollee communications about mail order prescriptions covered under
Part D and dispensed by [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
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##### 



B.
    
    Enrollee Inquiries
 1.
    
    Telephone Inquiries. USPG shall handle all telephonic inquiries by Enrollees
or Enrollee representatives in a timely, courteous, professional, and culturally competent
manner.
 2.
    
    Written Inquiries. USPG shall be responsible for responding to all written
inquiries from Enrollees or Enrollee representatives in a timely, accurate, professional,
and culturally competent manner. Written inquiries include any correspondence that has
been mailed, telecopied, or e-mailed.
 C.
    
    [***]
 1.
    
    [***] will administer a process jointly developed with CIGNA that is designed to track
and address Enrollees [***], [***], as well as definitions and protocols for identifying
the different types of [***] identified in [***] and [***].
 2.
    
    USPG will train its staff and any subcontractors involved in the [***] on such policies
and procedures in accordance with [***].
 3.
    
    USPG will accept [***] from Enrollees by telephone and in writing (including facsimile
and in whatever other form CMS requires CIGNA to accept [***], and [***].
 4.
    
    [***] and [***], as defined in [***] of the [***], shall be referred to CIGNA for
disposition.
 5.
    
    USPG shall notify the Enrollee of the [***] as [***] the case requires, based on the
Enrollees health status, but no later than [***] after the date USPG receives the oral or
written [***]; provided that USPG may extend the [***] timeframe [***] if the Enrollee
requests the extension or if USPG justifies a need for additional information and documents
how the delay is in the interest of the Enrollee. When USPG extends the deadline, it shall
immediately notify the Enrollee in writing of the reason(s) for the delay.
 6.
    
    USPG shall inform the Enrollee of the disposition of the [***] in accordance with the
following procedures:
 
    
    All [***] in writing must be [***] in [***].
 
    
    [***] may be [***] either [***] or [***], unless the [***] a [***].
 
    
    [***] must be [***] in [***].
 7.
    
    USPG shall respond to an Enrollees [***] if the [***] involves [***] by [***] to [***]
for an [***] under [***] or [***] under [***], and the Enrollee has not yet [***] or [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
  - 45 -




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##### 



8.
    
    USPG will maintain, and provide upon request by CIGNA or CMS, access to records on all
[***] both orally and in writing, that includes:
 
    
    Date of receipt of the [***]
 
    
    Mode of receipt of [***] (i.e. verbal or written)
 
    
    Person or entity that [***]
 
    
    Subject of the [***]
 
    
    Final disposition of the [***]
 
    
    Date the Enrollee was notified of the disposition.
 D.
    
    Appeals
  COMPENSATION FOR PRE-TRANSITION DATE SERVICES
 CIGNAS PAYMENT OF USPGS FEES.
  A. DEFINITIONS
  Base Fees Due USPG
 Membership
 Monthly Fees
 B. Calculation of Amount Due USPG
    CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
  - 46 -




---



##### 



C. Monthly Fee Schedule
 Membership
    
    Monthly Fee[***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]
  D. Compensation for [***]
   CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
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---



##### 



E. [***] Obligation of NationsHealth and USPG
 NOT
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
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##### 



EXHIBIT 1.03B
 POST-TRANSITION DATE  COMPENSATION AND SERVICES
 POST-TRANSITION DATE SERVICES
    Marketing/Sales and Pre-Enrollment Services:
   
    
    [***].
    
    [***].
    
    [***].
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



Post-enrollment Service
   Reporting
  Table 1.03B. Services by Major Business Process.
 ServiceIncluded inMonthly FeeMajor Business Process
    
    Process
    
    Service
    

or OptionalMarketing/Sales
    
    Enrollment Call Center
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]Retention Campaign
    
    [***]
    
    [***]Marketing Campaign
    
    [***]
    
    [***]Fulfillment
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***]Enrollment Services
    
    Enrollment Servicing
    
    [***]
    
    [***][***]
    
    [***]Systems Availability
    
    [***]
    
    [***]File Transfers
    
    [***]
    
    [***][***]
    
    [***]Post-Enrollment Service
    
    Member Service Call Center
    
    [***]
    
    [***][***]
    
    [***]
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 50 -




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##### 



ServiceIncluded inMonthly FeeMajor Business Process
    
    Process
    
    Service
    

or
OptionalEntering Enrollee Initiated Changes
in the CIGNA-Designated
Platform/System
    
    [***]
    
    [***]Other Fulfillment
    
    [***]
    
    [***][***]
    
    [***]Call Center Operations
    
    Systems Availability
    
    [***]
    
    [***]Enrollee written inquiries
    
    [***]
    
    [***]Handling of Grievances
    
    [***]
    
    [***]Enrollee Communications and
Activities related to Premium
Billing and Collection
    
    [***]
    
    [***][***]
    
    [***][***]
    
    [***]Reporting
    
    Reporting to CMS Per Final
Reporting Requirements
    
    [***]
    
    [***]Management Information to CIGNA
    
    [***]
    
    [***]Maintenance of
Dedicated Customer
Service Functions
    
    Dedicated Customer Service Functions
    
    [***]
    
    [***]
  Marketing/Sales: Enrollment Call Center and Post-Enrollment Service: Member Service Call Center
 1.
    
    USPG shall [***] its [***] and [***] to include the [***], as well as [***], and shall
establish and maintain a process for confirming that [***] and [***] and benefits
available.
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 51 -




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##### 



2.
    
    USPG will maintain a [***] for [***] and [***] in compliance with standard business
practices. USPG agrees to operate the call center in accordance with the following:
 
    
    The call center shall provide thorough information about the benefit plans,
including co-payments, deductibles, and network pharmacies. Specifically, the call
center shall provide the information described below. CIGNA will provide the
information within its, or its designees, possession to USPG or provide the requisite
tools to enable USPGs access to such information.
 
    
    [***];
    
    Enrollee [***];
    
    Potential for [***];
    
    Benefits;
    
    Types of [***] in the [***];
    
    [***];
    
    [***];
    
    [***] Area;
    
    Current [***];
    
    [***] or [***] in the [***] of any [***] on the [***];
    
    Information about [***] and [***];
    
    Information about [***];
    
    Information about the [***] of [***] and [***]; and
    
    Information on [***].
 
    
    The call center shall incorporate procedures for handling customer [***];
    
    The call center shall provide service to [***] and [***];
    
    The call center shall [***] and [***], [***], and [***] and [***] to [***]
 3.
    
    USPG shall [***], and [***] in marketing CIGNAs Medicare products to [***] in [***]
are [***] to [***] Each such [***] a [***]that [***] has [***]. CIGNA shall have a
reasonable period of time within which to review, and comment on, any [***].4.
    
    USPG will make available to prospective and current Enrollees [***] that [***] by [***]
and [***] in [***].5.
    
    USPG shall maintain records and provide support for any [***] or [***] of [***] and
[***].
 Enrollment Processing and Post-Enrollment Service
 A.
    
    Enrollment Process. USPG shall:
 1.
    
    Administer an [***] jointly developed with [***] that satisfies CMS guidelines and
[***]:
 
    
    [***] with [***] applying for enrollment [***] specified by [***] or [***];
    
    initiating appropriate follow up with beneficiaries who have [***] of [***] of such
[***] or such period [***]; and
    
    making [***] effective according to the [***] associated with the [***] in which the
[***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



2.
    
    Notify each [***] to or at the time of [***], of [***] and [***] of the [***], and the
[***] and [***] with respect to such [***].3.
    
    Administer a process to [***] that [***] in and [***]. [***] shall [***] of a [***]
and/or make a [***] (assuming that [***] opts to have [***] make [***]) within such time
and using such script as jointly agreed by the Parties.4.
    
    Enroll Medicare beneficiaries who are eligible for the CIGNA Part D and PFFS products
and reside in the applicable Service Area during allowable enrollment periods [***] with
[***].5.
    
    To the extent practicable, not [***] in [***] or [***] as [***] of a [***] ([***] a
[***] that [***] or an [***]). Not [***] except during [***] specified by [***].6.
    
    Develop policies and procedures for addressing [***] for a [***] and [***] and
verifying a [***] for a [***].7.
    
    [***] the [***] in accordance with [***] of this Agreement.
 B.
    
    Maintenance of Enrollment. An Enrollee shall remain enrolled until one of the
following occurs:
 
    
    The individual [***] in [***] or [***];
    
    The individual [***] from [***] or [***];
    
    The individual is [***] from [***] [***] in [***] or [***];
    
    The PDP or MA plan is [***] in which the individual [***]; or
    
    [***] a [***] in [***] in [***].
 C.
    
    Disenrollment Management. USPG shall administer the PDP and PFFS products
disenrollment processes in accordance with policies and procedures jointly developed by the
parties and in accordance with CMS disenrollment procedure requirements.
 1.
    
    [***]. USPG will [***] from [***]:
 (i)
    
    [***] in the [***] the submission to [***] of a [***] within [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 53 -




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##### 



Post-Enrollment Service: Communications and Activities Related to Enrollee [***]
  1.
    
    USPG shall permit each Enrollee, at the Enrollees option, to [***] an [***] or [***]
by CMS.2.
    
    USPG shall instruct Enrollees to [***] to [***].3.
    
    USPG shall administer the policies and procedures jointly developed by the parties in
accordance with any applicable CMS guidance regarding the [***] of [***] and [***] of [***]
for [***]. In no event shall an [***] without [***].
 Post-Enrollment Service: [***]
 .
 A.
    
    General Requirements
 1.
    
    USPG will develop protocols and definitions sufficient to enable its Customer Service
Representatives (CSRs) accurately to distinguish and classify Enrollee inquiries, [***].
Such protocols and definitions are subject to review and comment by CIGNA.2.
    
    CIGNA will provide, or provide access to, any information within its, or its
designees, control necessary to USPG to perform the services described herein.3.
    
    The Parties shall develop processes which will enable USPG to refer communications from
providers to CIGNA and Enrollee communications about mail order prescriptions covered under
Part D and dispensed by [***].
 B.
    
    Enrollee Inquiries
 1.
    
    Telephone Inquiries. USPG shall handle all telephonic inquiries by Enrollees
or Enrollee representatives in a timely, courteous, professional, and culturally competent
manner.2.
    
    Written Inquiries. USPG shall be responsible for responding to all written
inquiries from Enrollees or Enrollee representatives in a timely, accurate, professional,
and culturally competent manner.
Written inquiries include any correspondence that has been mailed, telecopied, or e-mailed.
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



C.
    
    [***]
 1.
    
    [***] will administer a process jointly developed with CIGNA that is designed to track
and address Enrollees [***], [***], as well as definitions and protocols for [***]
identified in [***] and [***], or [***], as applicable.2.
    
    USPG will train its staff and any subcontractors involved in the [***] on such policies
and procedures in accordance with [***], or [***], as applicable.3.
    
    USPG will accept [***] from Enrollees by telephone and in writing (including facsimile
and in whatever other form CMS requires CIGNA to accept [***], and [***], or [***], as
applicable.4.
    
    [***] and [***], as defined in [***], shall be referred to CIGNA for disposition.5.
    
    USPG shall notify the Enrollee of the [***] as expeditiously as the case requires,
based on the Enrollees health status, but no later than [***] after the date USPG receives
the oral or written [***]; provided that USPG may extend the [***] timeframe [***] if the
Enrollee requests the extension or if USPG justifies a need for additional information and
documents how the delay is in the interest of the Enrollee. When USPG extends the
deadline, it shall immediately notify the Enrollee in writing of the reason(s) for the
delay.6.
    
    USPG shall inform the Enrollee of the disposition of the [***] in accordance with the
following procedures:
 
    
    All [***] in writing must be [***] in writing.
    
    [***] may be [***] either [***] or [***], unless the [***] a [***].
    
    [***] must be [***] in [***].
 7.
    
    USPG shall respond to an Enrollees [***] if the [***] involves [***] by [***] to [***]
for an [***] under [***] or [***], as applicable, or an [***] under [***] or [***], as
applicable, and the Enrollee has not yet [***] or [***].8.
    
    USPG will maintain, and provide upon request by CIGNA or CMS, access to records on all
[***] both orally and in writing, that includes:
 
    
    Date of receipt of the [***]
    
    Mode of receipt of [***] (i.e. verbal or written)
    
    Person or entity that [***]
    
    Subject of the [***]
    
    Final disposition of the [***]
    
    Date the Enrollee was notified of the disposition.
 D.
    
    Appeals
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



COMPENSATION FOR POST-TRANSITION DATE SERVICES
 CIGNAS PAYMENT OF USPGS FEES .
  A.
    
    DEFINITIONS
  Base Fees Due USPG
 Membership
 Monthly Fees
 B.
    
    Calculation of Amount Due USPG
  a.) [***]b.) Less: [***]c.) Plus: [***]d.) Less: [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



C.
    
    Monthly Fee Schedule; Lump Sum Payment if Transition Date is in 2008; Reimbursement for
Certain Mutually-Agreed Transition Expenses; Transition Bonus.
 Monthly Fee Schedule:
 Membership
    
    Monthly Fee[***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***][***]
    
    [***]
  Lump Sum Payment if Transition Date is in 2008
 Reimbursement for Mutually-Agreed Transition Expenses
 Transition Bonus
 D.
    
    Compensation for [***]
   CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



E.
    
    Best Price Obligation of NationsHealth and USPG
 NOT
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 58 -




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##### 



EXHIBIT 3.04
 RECONCILIATION AND SATISFACTION OF OBLIGATIONS UNDER EXHIBIT 3.01 OF THE
MAY 26, 2006 AMENDED AND RESTATED PREFERRED VENDOR AGREEMENT
 Defined Terms
 Reconciliation and Satisfaction of Obligations
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



ATTACHMENT A TO EXHIBIT 3.04
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



EXHIBIT 4.03(d)
 EXCEPTION TO [***]
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



EXHIBIT 4.06
 BUSINESS ASSOCIATE REQUIREMENTS
  I. DEFINITIONS
  II. OBLIGATIONS OF VENDOR
 Section 1. Use and Disclosure of Protected Health Information
  Section 2. Safeguards Against Misuse of Information
  Section 3. Reporting of Disclosures of Protected Health Information; Reporting of Security
Incidents.
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



Section 4. Agreements with Third Parties
  Section 5. Access to Information
  Section 6. Availability of Protected Health Information for Amendment .
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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##### 



Section 7. Accounting of Disclosures
  Section 8. Availability of Books and Records
  Section 9. Return of Records .
  Section 10. Authorization to Terminate .
  Section 11. Liability
  III. DEFINITIONS FOR USE IN THIS EXHIBIT
 Designated Record Set Record
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 64 -




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Electronic Media
 Electronic Protected Health Information
 Individually Identifiable Health Information
 (i)
    
    is created or received by a health care provider, health plan, employer, or
health care clearinghouse; and(ii)
    
    relates to the past, present, or future physical or mental health or condition
of an individual; the provision of health care to an individual; or the past, present
or future payment for the provision of health care to an individual; and (a) identifies
the individual, or (b) with respect to which there is a reasonable basis to believe the
information can be used to identify the individual; and(iii)
    
    relates to identifiable non-health information including but not limited to an
individuals address, phone number and/or Social Security number.
 Privacy Standards
 Protected Health Information
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 65 -




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Secretary
 Security Incident
 Security Standards
 IV. EFFECT OF THIS EXHIBIT
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 66 -




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##### 



EXHIBIT 4.07
 PERMITTED SUBCONTRACTS
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 67 -




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EXHIBIT 5.04A
 PRE-TRANSITION DATE SERVICE LEVEL REQUIREMENTS
 A. GENERAL
    CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 68 -




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B. SERVICE LEVELS
 a. Timeliness Service Levels
 Processing of Completed Applications
  [***]
 b. Quality/Accuracy Service Levels
 [***]
 [***]
 2. Enrollment Maintenance Service Levels
 a. Timeliness Service Levels
 Processing of Enrollee Initiated Changes
  Processing of CMS Reported Changes
 Processing of CMS Fallout
 
    
    [***] will be [***] if applicable within [***] of processing of [***]; [***]
within [***]
    
    [***] of [***] at [***] will be [***] [***] to [***] within [***] of [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 69 -




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b. Quality/Accuracy Service Levels
 [***]
 [***]
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 70 -




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3. Fulfillment Service Levels
 a. Timeliness Service Levels
 [***]
 [***]
 [***] [***]
 [***] [***]
 [***]
 b. Quality/Accuracy Service Levels
 [***]
 4. Claim Readiness Service Levels
 a. Timeliness Service Levels
 Sending [***]
 ( [***]
 [***]
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 71 -




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b. [***]/Accuracy Service Levels
 [***]:
 [***]
 5. Billing Service Levels
 a. Timeliness Service Levels
 [***]
 
    
    [***] of enrollees who [***], excluding [***] prior to August 2006, members with
[***], members where a [***] [***] has been agreed to by CIGNA, and those members
[***] on the [***].
    
    [***] of [***] excluding [***] prior to August 2006, members with [***], members
where a [***] has been agreed to by CIGNA, and those members [***], [***].
 [***]
 
    
    Unapplied Enrollee Paid Cash: [***] of all unapplied cash will be researched
and resolved within [***] days of receipt, [***] within [***] days and [***] within
[***] days.
    
    All unapplied cash that cannot be identified to a member or Part D adjustment
will be reported to CIGNA within [***] days of receipt of the payment.
 [***]
 [***]
 
    
    For [***] of members for whom [***] with an [***], NationsHealth will make
[***], or [***] of [***].
    
    Send an [***] and include [***] on the [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 72 -




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
    
    For [***] of members for whom [***] with an [***] NationsHealth will make [***],
or [***].
    
    Send an [***] at [***].
    
    Submit [***] documentation to CMS for all members who [***] and [***].
 Financial Reporting:
 
    
    [***] of [***] will be sent via data feed with [***].
    
    [***] of [***] that [***] for [***] The [***] and [***]
    
    [***] and [***] which [***] to the data feeds.
    
    All [***] will be reported to CIGNA with a reason (similar to as listed in
[***], an estimated [***] and an [***] of the [***].
 b. Quality/Accuracy Service Levels
    
    
    CMS [***] and [***] will be [***] by NationsHealth to [***] and all
discrepancies will be reported to CMS with [***] until resolved.
    
    [***] will be [***] to the [***] on [***] with all differences specifically
identified and researched. The [***] for the [***]. The [***] will be aged and
[***]. All [***] items, not due to a [***], will be [***], [***] and [***].
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 73 -




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6. Call Center Service Levels
 a. Timeliness Service Levels
 Time to Answer
 Abandonment Rate
 Blockage Rate
 [***]
 b. Quality/Accuracy Service Levels
 [***]
 
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
  [***]
 C. [***]
  CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
  - 74 -




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NationsHealth SLA [***]
  MeasurementPoints
    
    Start Month[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    June 2006[***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
  - 75 -




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[***]
 [***]
    
    [***]
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
  - 76 -




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##### 



EXHIBIT
5.04B   POST-TRANSITION DATE SERVICE LEVEL REQUIREMENTS
 A. GENERAL
    B.
    
    SERVICE LEVELS1.
    
    Enrollment Applications Service Levels
 a.
    
    Timeliness Service Levels
 (i)
    
    Processing of Completed Phone Enrollments: [***] will be [***]
within [***] of the receipt of the enrollment and [***] of [***] will be [***]
within [***] of [***].(ii)
    
    Completion of Incomplete Applications: [***] will be made to
[***] in the queue of each [***].
  - 77 -




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##### 



b.
    
    Quality/Accuracy Service Levels
 (i)
    
    [***]are [***] in the [***].(ii)
    
    [***]: [***] are [***] based on criteria mutually agreed to by
CIGNA and USPG, which Service Level is [***] rather than [***].
 2.
    
    Fulfillment Service Levels
 a.
    
    Timeliness Service Levels
 (i)
    
    [***]: USPG will [***] of standard [***] of the [***] and
[***],(ii)
    
    [***]: [***] will be [***] with respect to [***] of all
written inquiries [***]; [***].(iii)
    
    [***]: USPG will perform [***].
 b.
    
    Quality/Accuracy Service Levels
 (i)
    
    [***]: [***] are [***]
 3.
    
    Call Center Service Levels
 a.
    
    Timeliness Service Levels
 (i)
    
    Time to Answer: [***].(ii)
    
    Abandonment Rate: [***].(iii)
    
    Blockage Rate: [***].(iv)
    
    [***]: USPG will not [***]. Advance approval from CIGNA will
be required [***].
 b.
    
    Quality/Accuracy Service Levels
 (i)
    
    [***]: [***] of calls are routed to [***] for [***]. [***]
will be mutually agreed to by CIGNA and USPG. [***] will be based on a [***]:
 
    
    [***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]
  (ii)
    
    [***]: On average, USPG representatives will [***] on [***]
mutually agreed to by CIGNA and USPG.(iii)
    
    [***]: [***] shall be [***] as against [***] to be defined and
agreed upon by the Parties prior to the Transition Date.
 4.
    
    [***] Services Levels
 a.
    
    Timeliness Service Levels
 (i)
    
    [***] of [***] will be [***] and [***], unless extensions as
defined by CMS are provided.
  - 78 -




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##### 



b.
    
    Quality/Accuracy Service Levels
 (i)
    
    [***]: On average, USPG [***] on [***] mutually agreed to by
CIGNA and USPG.
 C. [***]
  [***]
 [***].
  - 79 -




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- 80 -




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[***]
    
    [***]
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
  [***]
    
    [***]
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
  - 81 -




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##### 



EXHIBIT 6.03
  1.0 Ownership of CIGNA Data
 Correction of Errors
 Return of Data
 Reconstruction
 Data Safeguards
 2.0 Ownership of NationsHealth Data
  - 82 -




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##### 



Return of Data
 3.0 Duplicative Data Fields
 4.0 Intellectual Property
   - 83 -




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##### 



5.0 Continued Provision of Services
 Business Continuation Exhibit 6.03
  - 84 -




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##### 



Implementation of Plan and Restoration of Services
 Force Majeure Affected Party Force Majeure Event
 Alternate Source
  - 85 -




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##### 



EXHIBIT 11.01A
 PRE-TRANSITION DATE SERVICING PROCEDURES
  Source Code Escrow:
 Back-Up Site Setup and Operation:
 Back-Up Site Testing:
 Triggering Event:
 Servicing Transition:
 Grant of License: Exhibit 11.01A
  - 86 -




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##### 



Telephone Number Transitioning:
 Servicing Staff Continuity:
  - 87 -




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##### 



EXHIBIT 11.01B
 POST-TRANSITION DATE SERVICING PROCEDURES
  Source Code Escrow:
 Back-Up Site Setup and Operation:
 Back-Up Site Testing:
 Triggering Event:
 Servicing Transition:
  - 88 -




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##### 



Grant of License: Exhibit 11.01B
 Telephone Number Transitioning:
 Servicing Staff Continuity:
  - 89 -