##### 



Exhibit 10.2




---



##### 



ARTICLE I  SERVICES AND OBLIGATIONS OF USPG
 General Responsibilities Exhibits
1.03, 1.04, 1.05 and 1.06 Exhibits 1.03, 1.04, 1.05 and 1.06 Exhibits 1.07 and 5.04. provided, however
   2




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##### 



Part D Capabilities Exhibit 1.02
 Marketing and Beneficiary Communication Exhibit 1.03
 Enrollment Billing and Premium Collection Exhibit 1.04
 Enrollment and Eligibility Exhibit
1.05 Exhibit 1.05
 Enrollee Inquiries and Grievance Processing Exhibit 1.06
 Services Related to the 2007 and Subsequent CMS Contract Years Exhibit 1.07 Exhibit 1.07
 Services Expense Authorization Exhibit 3.01 Exhibit 1.08 Exhibit 3.01
 NationsHealth Develpomental Costs Exhibit 1.09
   3




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##### 



ARTICLE II  REPRESENTATIONS AND WARRANTIES OF CIGNA
  Corporate Status; Authorizations
 Part D Qualification
 Part D Contract Requirements provided, however
 State Licensure
 Developmental Costs Exhibit 2.02
 ARTICLE III  COMPENSATION
 Determination of Compensation Through December 31, 2006 Exhibit 3.01
 Determination of Compensation for Services Related to the 2007 and Subsequent
Plan Years
   4




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##### 



Exhibit 1.07
 Acceptance of Preferred Vendor Status
 Triggers for, Payment of, and Computation of Preferred Vendor Fee
 Triggers for Preferred Vendor Fee
 (i)
    
    in the 2007 CMS contract year, if CIGNA directs
that USPG provide the Services to less than ***;
 (ii)
    
    in the 2008 CMS contract year, if CIGNA directs
that USPG provide the Services to less than *** and the *** to is less
than ***; and,
 (iii)
    
    in the 2009 CMS contract year, if CIGNA
directs that USPG provide the Services to less than *** and the *** of
*** to is less than ***.
 Payment of Preferred Vendor Fee
 Computation of Preferred Vendor Fee
 (i)
    
    for the 2007 CMS contract year, ***;(ii)
    
    for the 2008 CMS contract year *** or all of
the ***;
 (iii)
    
    for the 2009 CMS contract year, *** or all of
the ***.
   5




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##### 



ARTICLE IV  ADDITIONAL AGREEMENTS
 Legal and Regulatory Compliance
 provided, however
       6




---



##### 



Inspection, Audit and Acceptance
   Representations and Covenants of USPG and NationsHealth
 Contracting Capacity
   7




---



##### 



Exclusions and Debarment Certifications
 Conflict of Interest Certifications
   8




---



##### 



Corporate Status; Authorizations Exhibit 4.03(d)
 Warranting and Certification of Data
      9




---



##### 



Compliance with Grievance Requirements Exhibits 1.05 1.07
 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
   10




---



##### 



Document Retention, Audit Rights provided however
 Cash Balance Information Access
 Notice of Material Changes in Enrollment Levels
 ARTICLE V  AGREEMENT CONTINGENT;  TERM AND TERMINATION
 Agreement Contingent on CMS Acceptance of CIGNA Applications
   11




---



##### 



Term of this Agreement
 Termination provided, however
 For Cause
       12




---



##### 



provided, however
 Exhibit 5.04
 Optional Extension of Counter-Party Performance in Connection With Early
Termination provided
however
 Right of First Refusal of Offer to Accept Assignment of CIGNAs Contract
with CMS; Right of First Refusal of Offer to Receive the Transfer of Enrollees as of Next Open
Enrollment Period; Option to Acquire Servicing Assets; Rights in Cardholder Data; No Preclusion on
Marketing by USPG and NationsHealth
 Right of First Refusal of Offer to Accept Assignment of CIGNAs Contract with
CMS
 Right of First Refusal of Offer to Receive the Transfer of Enrollees as of Next Open
Enrollment
   13




---



##### 



Option to Acquire Servicing Assets Exhibits
1.02, 1.03, 1.04, 1.05 1.06 1.07
 No Loss of Rights in Cardholder Data; No Preclusion on Marketing by USPG and
NationsHealth
   14




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##### 



ARTICLE VI  CONFIDENTIALITY; USE OF INTELLECTUAL PROPERTY;  ENROLLEE DATA; EXCLUSIVITY
 Confidentiality
 Use of Proprietary Information
     15




---



##### 



Data . Exhibit 6.03 Exhibit 6.03
 ARTICLE VII  SURVIVAL; INDEMNIFICATION
 Survival of Representations and Warranties
 Mutual Indemnification
    16




---



##### 



Method of Asserting Third-Party Claims
        17




---



##### 



provided however
  Limitations on Indemnification
 Insurance
 ARTICLE VIII  DISPUTE RESOLUTION
 Disputes provided however
 Commencing Arbitration
   18




---



##### 



Decision Binding; Federal Arbitration Act
 Waiver; Survival
 ARTICLE IX  DEFINITIONS
 Defined Terms
  Affiliate
 CIGNA Data
 Confidential Information
 Contract
 Control
 Domiciled
 Dual Eligibles
   19




---



##### 



Employer Group
 Enrollee or Part D Enrollee
 Governmental Authority
 Law
 Material Adverse Effect
 Medicare Program
 NationsHealth Data
 Part B Supplies
 Parties
   20




---



##### 



Person
 Preferred Vendor
 Preferred Vendor Fee
 Tax
 ARTICLE X  GENERAL PROVISIONS
 Notices
 If to USPG or NationsHealth:
 th
  
   21




---



##### 



th
 If to CIGNA
 
  
 Headings
 Severability
 Entire Agreement
   22




---



##### 



Assignment provided however
 Parties in Interest
 Construction of Terms
 No Strict Construction
 Governing Law; Jurisdiction; Waiver of Jury Trial
   Amendment
   23




---



##### 



Waiver
 Counterparts
 ARTICLE XI  SERVICING PROCEDURES
 Servicing Procedures Exhibit 11.01
  SIGNATURES APPEAR ON FOLLOWING PAGE
   24




---



##### 



UNITED STATES PHARMACEUTICAL GROUP, LLCByItsNATIONSHEALTH, INC.ByItsCONNECTICUT GENERAL LIFE INSURANCE COMPANYByIts
   25




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##### 



EXHIBIT 1.02
 PART D CAPABILITIES
  A.
    
    Connectivity:
 1.
    
    to CMS via the *** to and from ***;2.
    
    to CIGNA or its designee to *** to *** for *** and *** to be *** by the ***;3.
    
    to CIGNA to *** and *** and *** as *** and *** to be *** by the ***.
 B.
    
    Systems:
 1.
    
    to *** from *** with *** to *** make *** and *** with *** or its *** to *** to ***;2.
    
    to *** and *** and *** and to *** and *** on *** and *** and ***;3.
    
    to *** and *** to *** by ***;4.
    
    to perform *** and ***:5.
    
    to ***, and *** on ***;6.
    
    to *** and *** of *** to *** with *** and *** by the ***.
 C.
    
    Data Management and Reporting Processes:
 1.
    
    to enable *** to *** its *** to *** as a ***. *** include but are not limited to ***
and call center ***.2.
    
    to enable *** and *** of the *** and *** in Exhibits 1.03  1.07 and this
Exhibit 1.02. The Parties acknowledge that the *** described in Exhibit
1.07 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.
    
    Exhibit 5.04, Service Level Requirements, 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 ***.
   26




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##### 



EXHIBIT 1.03
 MARKETING AND BENEFICIARY COMMUNICATIONS
 A.
    
    USPG shall market CIGNAs PDP in accordance with applicable CMS requirements set forth at 42
C.F.R. § 423.50 and CMS Medicare Marketing Guidelines for: Medicare Advantage Plans (MA),
Medicare Advantage Prescription Drug Plans (MA-PDs) Prescription Drug Plans (PDPs), [and] 1876
Cost Plan(issued August 15, 2005, revised November 4, 2005, and any subsequent revisions
thereto) and the marketing program agreed to by USPG, NationsHealth and CIGNA.
 1.
    
    USPG shall create beneficiary communications materials and facilitate the approval
process with CMS.2.
    
    CIGNA shall review and approve beneficiary communications materials and provide
plan-specific content as required.3.
    
    The parties shall develop a schedule or schedules for the preparation of all marketing
materials for submittal to CMS.4.
    
    The name of CIGNA (or a CIGNA Affiliate) and the name of NationsHealth or USPG will be
displayed on the identification card distributed to Enrollees.
 B.
    
    USPG shall provide the following marketing and distribution services:
 1.
    
    For purposes of this Exhibit 1.03, marketing materials include any
informational materials targeted to Medicare beneficiaries which (i) promote the PDP; (ii)
inform Medicare beneficiaries that they may enroll, or remain enrolled in the PDP; (iii)
explain the benefits of enrollment in the PDP, or the rules that apply to Enrollees; and
(iv) explain how Medicare services are covered under the PDP, including conditions that
apply to such coverage.2.
    
    USPG shall market the PDP using a mass media campaign agreed to by USPG, NationsHealth,
and CIGNA, which shall include national television and radio advertisements.3.
    
    USPG shall distribute to prospective Enrollees and employers written marketing
materials regarding the PDP in accordance with the distribution plan agreed to by USPG,
NationsHealth, and CIGNA.4.
    
    USPG shall allocate its marketing resources to include the disabled Medicare
population, Dual Eligibles, as well as beneficiaries age 65 and over, and shall establish
and maintain a system for confirming that enrolled beneficiaries have in fact enrolled in
the PDP and understand the rules applicable to and benefits available under the PDP.5.
    
    Annually and at the time of enrollment, USPG agrees to provide Enrollees information on
the following features of the PDP:
 
    
    ***;
   27




---



##### 




    
    ***;
 
    
    *** for ***;
 
    
    *** for ***;
 
    
    Types of *** in the ***;
 
    
    ***;
 
    
    ***;
 
    
    *** Area;
 
    
    Current ***;
 
    
    *** to *** and *** of the *** or *** in the their *** of any *** on the ***;
 
    
    Information about *** and ***;
 
    
    Information about ***;
 
    
    Information about the *** of *** and *** and
 
    
    Information on ***.
 6.
    
    USPG will maintain a toll-free customer service call center that is open during usual
business hours and provides customer telephone service for potential and current Enrollees
in compliance with standard business practices. USPG agrees to operate the call center in
accordance with the following:
 
    
    The call center shall operate *** no *** for those time zones where the PDP is
offered, including the continental United States, Hawaii, and Alaska, unless the
parties agree otherwise;
 
    
    *** of all ***;
 
    
    The *** of all incoming customer calls shall not exceed ***;
 
    
    The *** (i.e. ***) rate shall be set forth in the SLA;
 
    
    The call center shall provide thorough information about the PDPs benefit plans,
including co-payments, deductibles, and network pharmacies;
 
    
    The call center shall incorporate procedures for handling customer ***;
 
    
    The call center shall provide service to *** and ***;
 
    
    The call center shall provide the information described in 5 above. 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.
 
    
    The call center shall refer appeals and coverage determination issues, provider
inquiries, and potential fraud and abuse matters to CIGNA.
 7.
    
    USPG shall distribute to Enrollees information jointly developed by the parties
regarding the PDP formularies and tiers, step therapy, PA and dose limits.
 8.
    
    USPG shall distribute to Enrollees information regarding the coverage determination,
exceptions, grievance and appeals process, which information shall be included in the PDPs
Evidence of Coverage and outreach materials jointly developed by the parties.
 9.
    
    USPG shall provide to CIGNA the information necessary for CIGNAs submissions to CMS
for the CMS comparative website in accordance with the requirements set forth at 42 C.F.R.
§ 423.48.
   28




---



##### 



C.
    
    Additional Obligations of USPG and NationsHealth
 1.
    
    USPG shall require its employees, agents, and representatives engaged in marketing
CIGNAs PDP to receive training in CMS Medicare marketing instructions and guidelines
before they are permitted to talk with prospective Enrollees. Each such employee, agent,
and representative shall sign a form acknowledging that he or she has received such
training. CIGNA shall have a reasonable period of time within which to review, and comment
on, any training materials.
 2.
    
    USPG will make available to prospective and current Enrollees only those marketing
materials that have been approved by CIGNA and CMS in accordance with 42 C.F.R. § 423.50.
 3.
    
    USPG shall report to CIGNA the number of *** in *** or *** and *** and ***. The form,
content and frequency of such reports shall be agreed to by the parties.
 4.
    
    USPG shall monitor and/or record for later review no less than *** for each USPG ***.
The parties shall agree upon standards against which the quality and accuracy of such
monitored or review/*** will be assessed. USPG shall report the results of its call center
monitoring and review on a quarterly basis, together with any corrective actions taken with
respect to call center personnel who fail to meet the parties agreed-upon acceptable
quality levels.
 5.
    
    USPG shall report to CIGNA the *** for *** and ***. The form, content and frequency of
such reports shall be agreed to by the parties.
 6.
    
    USPG shall provide call center statistics as specified in CMSs Final Medicare Part D
Reporting Requirements in sufficient time for CIGNA to provide them to CMS at the times set
forth in Section VIII thereof.
 7.
    
    USPG shall maintain records and provide support for any CMS or HHS OIG audits of
marketing and call center operations.
   29




---



##### 



EXHIBIT 1.04
               30




---



##### 



EXHIBIT 1.05
 ENROLLMENT AND ELIGIBILITY
 A.
    
    *** USPG shall establish and maintain an *** that *** with *** and *** and has the *** and
***:
 1.
    
    *** from ***;2.
    
    *** data for *** that *** their separate ***;3.
    
    *** or *** when *** to *** and *** and *** within two *** of its *** of ***;4.
    
    Generate *** for *** that *** in *** of ***;5.
    
    Provide *** to *** and other *** of their ***;6.
    
    *** and *** in any *** and ***;7.
    
    Administer an *** at the ***: (a) for *** through ***; and (b) for *** and ***: ***
through *** of each *** for the ***;8.
    
    *** for *** of other *** of the *** of such other ***, 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
any standards *** in the ***.
 B.
    
    Enrollment Forms and Materials. USPG shall:
 1.
    
    Jointly develop with CIGNA enrollment forms that satisfy CMS requirements and are
approved by CMS;
 2.
    
    Within the time period required by *** of *** from *** of an *** to *** with the ***:
 
    
    include the ***,
 
    
    exclude the *** and ***, and *** an *** number, and
 
    
    include the *** of *** with ***;
 C.
    
    ***. USPG shall:
 1.
    
    Administer an *** jointly developed with *** that satisfies CMS guidelines ***:
 
    
    *** applying for enrollment *** PDP within timeframes specified by CMS ***;
 
    
    initiating appropriate follow up with beneficiaries who have *** of *** of such ***
or such period *** in the ***; and
   31




---



##### 




    
    making *** effective according to the *** associated with the *** in which the ***.
 2.
    
    Within *** of *** of a *** the ***. Notify applicants of the acceptance or denial of
their enrollment application within *** of *** of *** of such *** or ***.
 3.
    
    Notify each *** to or at the time of ***, of ***and disclosures of the ***, and the ***
and *** with respect to such ***.
 4.
    
    Administer a process to *** that *** in the *** and *** the ***. Such process shall
involve a *** by the ***. As the Parties may so agree, *** make a *** call within such
time and using such script as jointly agreed to by the Parties.
 5.
    
    Accept enrollments from beneficiaries.
 6.
    
    Enroll Medicare beneficiaries who are eligible for Part D and reside in the PDPs
Service Area during allowable enrollment periods according to CMS requirements with no
underwriting;
 7.
    
    To the extent practicable, not enroll any beneficiary who is already enrolled in a Part
D plan or, who is identified as a member of a Medicare Advantage plan (other than a private
fee-for-service plan that does not provide qualified prescription drug coverage or an MSA
plan) and provide *** of the *** and the reason[s] therefor.8.
    
    Not enroll beneficiaries except during allowable enrollment periods specified by CMS.9.
    
    Accept and process any *** by *** of *** and *** to enroll in a Part D plan.10.
    
    Develop policies and procedures for addressing beneficiary requests for a and verifying
a beneficiarys eligibility for a ***.11.
    
    Receive enrollment forms from Enrollees and retain such forms in paper form.12.
    
    *** the *** in accordance with *** of this Agreement.13.
    
    Agree in the *** and *** for the foregoing functions.
 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 ***;
    
    The individual is *** from the ***;
    
    The PDP is *** within the *** in which the individual ***; or
    
    *** a *** in another *** in accordance with ***.
 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.
   32




---



##### 



1.
    
    ***. USPG will *** and *** from ***:
 (i)
    
    Submit a *** to *** within ***;(ii)
    
    Provide the *** with a *** of *** as(iii)
    
    File and retain *** requests for the period specified in ***.
 2.
    
    ***.
 (i)
    
    USPG shall *** and *** of *** in accordance with applicable CMS requirements.
Except as permitted by CMS regulations, USPG shall not *** the ***, or *** or in ***,
or by any *** or ***.
 (ii)
    
    ***. USPG shall *** an *** in any of the following circumstances: (a) Any ***
is not *** on a ***, as specified under paragraph ***; or (b) The *** has ***, as
specified under ***.
 (iii)
    
    ***. USPG shall *** an *** in any of the following circumstances: (a) The ***;
(b) The ***; (c) ***; (d) *** is terminated by *** (e) ***, as determined by ***, to
the *** or *** that the individual has or expects to *** for ***. USPG shall *** with
the *** through ***.(iv)
    
    ***. USPG shall prepare a *** of ***.
 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 *** of ***) USPG shall give the *** of the ***
is *** to *** the *** to ***.(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 ***.
 4.
    
    ***. USPG will *** in the event of a *** of the *** and *** for *** in accordance with
***.5.
    
    Agree in the *** to *** and *** standards for ***.
 F.
    
    Maintenance and Reporting of Data. USPG shall provide the data required in *** in
the *** and at the *** therein. USPG shall maintain *** to *** the *** of such *** or the
***.
   33




---



##### 



EXHIBIT 1.06
 ENROLLEE INQUIRIES AND GRIEVANCE PROCESSING
  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,
grievances (including types of grievances), and appeals. Such protocols and definitions
are subject to review and comment by CIGNA.
 2.
    
    USPG will maintain an accuracy rate to be determined in the SLA in its identification
and classification of inquiries, grievances, and appeals.
 3.
    
    USPG will audit for the accuracy of its identification and classification of inquiries,
grievances, and appeals based on audit frequencies and sample sizes agreed upon by the
parties.
 4.
    
    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.
 5.
    
    The Parties shall develop processes which will enable USPG to refer all communications
from providers to CIGNA and all Enrollee communications about mail order prescriptions
covered under Part D to CIGNA.
 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.
 (a)
    
    The service levels for timeliness and accuracy in responding to such inquiries
shall be the same as set forth in Exhibit 1.03 of this Agreement.
   34




---



##### 



(b)
    
    USPG shall maintain and report data on telephonic inquiries in the formats and
at the times set forth in Section VIII of CMSs Final Medicare Part D Reporting
Requirements. USPG shall maintain sufficient records to support the accuracy of such
reported data in the event of an audit by CMS or the HHS OIG.
 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.
 (a)
    
    USPG will implement procedures for date stamping, marking for identification,
and tracking all written Enrollee inquiries. Date stamping of a percentage specified
in the SLA of such inquiries will be accomplished within *** of their *** of *** shall
be *** of their ***.
 (b)
    
    Written acknowledgement of a written inquiry shall be mailed within 7 days of
USPGs receipt of the inquiry unless a different period is established in the SLA.
 (c)
    
    The SLA shall specify written disposition of a specific percentage of all
written inquiries shall be mailed *** of USPGs *** of the *** of *** of *** shall be
*** within *** of *** of the ***.
 (d)
    
    The minimum acceptable accuracy rate of USPGs written dispositions shall be
identified as a percentage specified in the SLA.
 (e)
    
    USPG will implement a process for auditing and monitoring the timeliness and
accuracy of USPG disposition of written inquiries based on audit frequencies and sample
sizes to be agreed upon by the parties. USPG will provide, on a quarterly basis,
reports to CIGNA of USPGs audits, together with any corrective action taken to remedy
any non-compliance with the timeliness and accuracy levels set forth herein.
 C.
    
    Grievances
 1.
    
    USPG will administer a process jointly developed with CIGNA that is designed to track
and address Enrollees grievances that includes appropriate timelines, policies and
procedures, as well as definitions and protocols for identifying the different types of
grievances identified in 42 CFR § 423.564 and Section V of the Final Medicare Part D
Reporting Requirements.
 2.
    
    USPG will train its staff and any subcontractors involved in the grievance procedure on
such policies and procedures in accordance with 42 C.F.R. § 423.564.
 3.
    
    USPG will accept grievances from Enrollees by telephone and in writing (including
facsimile and in whatever other form CMS requires CIGNA to accept grievances, and reject
any that are untimely under 42 CFR § 423.524(d)(2).
   35




---



##### 



4.
    
    Fraud and Abuse grievances, as defined in Section V of the Final Medicare Part D
Reporting Requirements, shall be referred to CIGNA for disposition.
 5.
    
    USPG shall notify the Enrollee of the grievance decision 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 grievance; provided that USPG may extend the *** timeframe by
up to *** 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 grievance in accordance with
the following procedures:
 
    
    All *** in *** must be ***.
 
    
    *** may be *** to either *** or in ***, unless the *** a ***.
 
    
    *** of *** must be *** to in ***.
 7.
    
    USPG shall respond to an Enrollees grievance *** if the complaint involves a refusal
by CIGNA to grant an Enrollees request for an expedited coverage determination under 42
C.F.R. § 423.570 or an expedited redetermination under 42 C.F.R. § 423.584, and the
Enrollee has not yet purchased or received the drug that is in dispute.
 8.
    
    USPG will maintain, and provide upon request by CIGNA or CMS, access to records on all
grievances received both orally and in writing, that includes:
 
    
    Date of receipt of the grievance
 
    
    Mode of receipt of grievance (i.e. fax, telephone, letter, etc.)
 
    
    Person or entity that filed the grievance
 
    
    Subject of the grievance
 
    
    Final disposition of the grievance
 
    
    Date the Enrollee was notified of the disposition.
 9.
    
    USPG shall maintain and report data or grievances required in Section V of the Final
Medicare Part D Reporting Requirements in the formats and at the times specified therein.
USPG shall maintain sufficient records to support the accuracy of such data in the event of
an audit by CMS or the HHS Office of Inspector General.
 D.
    
    Appeals
    36




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##### 



Exhibit 10.2
 EXHIBIT 1.07
 DETERMINATION OF COMPENSATION AND SERVICES RELATED TO THE 2007  AND SUBSEQUENT PLAN YEARS
 SERVICES
    Marketing/Sales and Enrollment Processing:
  Post-enrollment Service
   37




---



##### 



Reporting
 Table 1.07. Services by Major Business Process.
 ServiceIncludedinMonthlyMajor Business
    
    
    
    
    
    Fee orProcess
    
    Process
    
    Service
    
    OptionalMarketing/Sales
    
    Enrollment Call Center
    
    Incoming calls related to information requests and/or
resulting enrollment
    
    ***Outgoing calls related to information requests and/or
resulting enrollment
    
    ***Outbound Call Marketing Campaign  both live and IVR
    
    ***Call Center Operations
    
    ***Retention Campaign
    
    Outbound calling campaigns to drive member retention.
Up to 3 IVR campaigns per year are included in the
Monthly Base Fee.
    
    ***Marketing Campaign
    
    TV, radio, direct mail, print, & event  Includes
creative, production, execution and measurement
    
    ***Fulfillment
    
    Mailing of plan promotional materials  postcards,
brochures, mailers, etc.
CMS Plan documents  mailing of Information
Enrollment Guide  CMS Enrollment Form (Exhibit 1)
and Summary of Benefits
***and *** to ***
    
    ***
***
   38




---



##### 



ServiceIncludedinMonthlyMajor Business
    
    
    
    
    
    Fee orProcess
    
    Process
    
    Service
    
    OptionalEnrollment
Processing
    
    Enrollment Processing
    
    Processing of phone and/or paper applications
    
    ***Downloading and processing Web enrollment
    
    ***Receiving and processing of CMS Auto-enrollee and
facilitated enrollment files
    
    ***Follow-up and completion of incomplete enrollment
applications
    
    ***Systems Availability
    
    Hours of availability  In support of phone enrollment
    
    ***Fulfillment resulting
from enrollment request -
Prior to CMS processing
    
    Mailing of Exhibit 2  Acknowledge Receipt of
Completed Enrollment Letter
    
    ***Mailing Exhibit 6  PDP Denial of Enrollment (where
applicable)
    
    ***File Transfers
    
    Sending file of Enrollment records to CMS
    
    ***Sending Fulfillment records to Fulfillment Vendor
    
    ***Sending Eligibility records to CIGNA and ARGUS
    
    ***Post-Enrollment
Service
    
    Member Service Call Center
    
    All incoming calls related to member services
    
    ***Call Center Operations
    
    ***Processing of Enrollee
Initiated Changes and
submission of changes to
CMS
    
    Eligibility/Enrollment maintenance (e.g. change of
address, disenrollment or cancellation requests,
etc.) in accordance with PDP Eligibility, Enrollment
and Disenrollment Guidance.
    
    ***Processing as a result of
CMS TRR
    
    NH systems processing and reconciling the CMS
Transaction Reply File (TRR) e.g. enrollment
approvals, eligibility updates, etc.
    
    ***Sending eligibility updates to CIGNA and ARGUS
    
    ***
   39




---



##### 



ServiceIncludedinMonthlyMajor Business
    
    
    
    
    
    Fee orProcess
    
    Process
    
    Service
    
    OptionalSending CMS Plan Payment Report, TRR and MMR records
to CIGNA
    
    ***Sending fulfillment records to Fulfillment Vendor
    
    ***Fulfillment as a result
of CMS TRR File
processing (e.g.
responses for records
sent to CMS and CMS
reported eligibility
changes)
    
    Mailing of Welcome Kit  including ID Card, evidence
of coverage, etc. for approved enrollees
***and *** to ***
    
    ***Mailing of all CMS mandated Exhibits per PDP
Eligibility, Enrollment and Disenrollment Guidelines
(excluding those items included in the Welcome kit)
    
    ***Other Fulfillment
    
    Processing and mailing of annual COB Survey
    
    ***Upon member request, processing and mailing of:
Caregiver forms, HIPAA Privacy Forms, Formularies,
Pharmacy Directories, Summary of Benefits, Credit
Card/ACH forms, Disenrollment forms, Claim forms, EOB
copies.
    
    ***Systems Availability
    
    In support of member services hours of operation
    
    ***Enrollee written inquiries
    
    Responding to inquiries from enrollees in writing and
consistent with CMS requirements
    
    ***CMS Complaint
    
    Responding to CMS caseworker reported complaints and
maintenance of CMS complaint log
    
    ***Handling of Grievances
    
    Accept and respond to member grievances received via
telephone and in writing
    
    ***Premium Billing and
Collection
    
    For members who choose direct bill, produce and mail
invoices monthly.
    
    ***
   40




---



##### 



ServiceIncludedinMonthlyMajor Business
    
    
    
    
    
    Fee orProcess
    
    Process
    
    Service
    
    OptionalCollect, process and apply member payments monthly.
    
    ***Provide members with payment options other than
direct bill including recurring or one-time credit
card and recurring ACH. Process and reconcile
transactions monthly.
    
    ***Bill and invoice other payors participating or
contracted with CIGNA for the CIGNATURE Rx program
including but not limited to State Pharmaceutical
Assistance Programs. Assumes other payors use
current processes and formats.
    
    ***Collect, process and apply payments and adjustments
from other payors participating or contracted with
CIGNA for the CIGNATURE Rx program including but not
limited to State Pharmaceutical Assistance Programs.
Assumes other payors use current processes and
formats.
    
    ***Create billing records for payors not invoiced
including but not limited to CMS, SPAPs, SSA, etc.
    
    ***Collect, process and apply payments and adjustments
from CMS including but not limited to (low income
payments, SSA withholding, etc.)
    
    ***Process refunds for members and other payors as
necessary.
    
    ***Perform collections activities for overdue premium
including sending appropriate letters and exhibits as
mandated by CMS.
    
    ***
   41




---



##### 



ServiceIncludedinMonthlyMajor Business
    
    
    
    
    
    Fee orProcess
    
    Process
    
    Service
    
    OptionalReconcile payment and refund activity monthly and
perform necessary follow-up with payors, including
but not limited to CMS, SPAPs, and financial
institutions, to resolve discrepancies and
reconciling items.
    
    ***Provide monthly data feeds for billed premium and
cash applied and unapplied to CIGNA with control
reports.
Provide monthly reporting including:
Cash Payment reconciliations with aging of
reconciling items.
Uninvoiced members with estimated amounts and
appropriate aging
Accounts Receivable and Paid-In-Advance Reporting
with appropriate Aging.
    
    ***Support external audits including but not limited to
CMS and state agencies. Support may include
supplemental reporting, access to books and records.
    
    ***Maintain transaction level detail and history for a
10 year period consistent with CMS requirements.
    
    ***Reporting
    
    Reporting to CMS Per PDP
Final Reporting
Requirements
    
    USPG shall maintain and report call center statistics
and data on telephonic inquiries as specified in
Section VIII of CMSs Final Medicare Part D Reporting
Requirements, enrollment and disenrollment data as
specified in Section 1 of CMSs Final Medicare Part D
Reporting Requirements, and grievances data as
specified in Section V of CMSs Final Medicare Part D
Reporting Requirements in sufficient time for CIGNA
to provide them to CMS at the times set forth in
CMSs Final Medicare Part D Reporting Requirements.
USPG
    
    ***
   42




---



##### 



ServiceIncludedinMonthlyMajor Business
    
    
    
    
    
    Fee orProcess
    
    Process
    
    Service
    
    Optionalshall maintain sufficient records to support the
accuracy of such reported data in the event of an
audit by CMS or the HHS OIG.Management Information to
CIGNA
    
    Standardized program reports including but not
limited to those in support of monitoring SLA
metrics. USPG shall report to CIGNA the average hold
times for calls, call abandonment rates, and related
statistics. The format, content, and timing of
management reports are to be agreed upon by the
Parties.
    
    ***
  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 *** and *** and benefits available under the PDP.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 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.
 
    
    ***;
    
    Enrollee ***;
    
    Potential for ***;
    
    *** for ***;
    
    *** in the ***;
    
    ***;
    
    Premiums;
    
    ***;
    
    ***;
   43




---



##### 




    
    *** or change in the ***;
    
    Information about ***;
    
    Information about ***;
    
    Information about the *** and ***; and
    
    Information on ***.
 
    
    The call center shall incorporate procedures for handling customer complaints;
    
    The call center shall provide *** and ***;
    
    The call center shall *** and ***, ***, and *** and *** to ***
 3.
    
    USPG shall ***, ***, and *** in marketing CIGNAs PDP to *** and ***. Each such ***,
***, and ***. 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 *** and ***.5.
    
    USPG shall maintain records and provide support for any ***.
 Enrollment Processing and Post-Enrollment Service
 A.
    
    ***. USPG shall establish and maintain an ***,*** with *** and ***, and has the ***:
 1.
    
    *** status data from ***;2.
    
    Generate ***;3.
    
    Notify *** when *** changes occur to *** and ***;4.
    
    Generate *** that *** in support of *** processing;5.
    
    Provide *** and other ***;6.
    
    Accept *** and *** enrollments, including ***, ***, ***, and ***;
   44




---



##### 



7.
    
    Administer an annual enrollment period at the following times: (a) for contract year
2006: November 15, 2005 through May 15, 2006; and (b) for contract year 2007 and thereafter:
November 15 through December 31 of each year for the upcoming contract year;8.
    
    Support ***, enrollees of ***, and other ***;9.
    
    Collect and exchange information for *** regarding other *** in support of ***; and,10.
    
    Collect and transmit data elements specified by *** for the purposes of *** and *** in
accordance with *** and any standards *** in the ***.
 C.
    
    Enrollment Process. USPG shall:
 1.
    
    Administer an enrollment process jointly developed with CIGNA that satisfies CMS
guidelines and that includes:
 
    
    communicating with beneficiaries who are applying for enrollment in the PDP within ***;
    
    initiating appropriate *** in the ***; and
    
    making enrollments effective according to the effective date policy associated with
the enrollment period in which the enrollment is received.
 2.
    
    Notify each Enrollee prior to or at the time of enrollment, of *** of the ***, and the
*** and *** with respect to such ***.3.
    
    Administer a process to confirm that beneficiaries have enrolled in the PDP and ***.
Such process shall involve a ***. As the Parties may so agree, USPG shall *** and/or make a
*** time and using such *** 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 no ***;5.
    
    To the extent practicable, not *** or, *** of a *** 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 ***.
   45




---



##### 



9.
    
    *** in accordance with Section 9(b) of this Agreement.
 D.
    
    Maintenance of Enrollment. An *** of the ***:
 
    
    The individual ***;
    
    The individual ***;
    
    The individual is ***;
    
    The PDP is *** within the *** in which the ***; or
    
    CMS enrolls a *** in *** in accordance with ***.
 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 accept and process *** from *** as specified by CMS. USPG will:
 (i)
    
    Submit a *** within ***;(ii)
    
    Provide the *** with a *** as CMS determines and approves; and(iii)
    
    File and retain *** for the period specified in ***.
 2.
    
    ***.
 (i)
    
    USPG shall initiate and process *** in accordance with applicable ***. Except as
***, USPG shall not***, or by any *** or *** or ***.(ii)
    
    ***. USPG shall *** in any of the following circumstances: (a) Any ***, as
specified under paragraph (d)(1) of this section; or (b) The ***, as specified under
paragraph (d)(2) of this section.(iii)
    
    ***. USPG shall *** in any of the following circumstances: (a) The ***; (b) The
***; (c) ***; (d) *** or by *** or through ***; and (e) The individual ***, as determined
by ***, to the *** or USPG that the individual has or expects to ***. USPG shall ***
accordance with the procedures for *** set forth at ***.(iv)
    
    ***. USPG shall prepare a *** to ensure *** from *** for *** enrollees.
   46




---



##### 



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 *** USPG shall give the individual *** with an *** pursuant
to *** and any ***.(ii)
    
    *** for *** in Sections B, C(i) and (iii) shall:
 
    
    Be provided to the individual before *** of the ***; and
    
    Include an *** of the *** under the PDPs ***.
 4.
    
    ***. USPG will notify *** in the event of a *** of the *** and *** for *** under Part D
in accordance with Part ***.
 Post-Enrollment Service: Enrollee
  1.
    
    By the ***, USPG shall *** under the PDP. USPG shall *** for that *** according to
USPGs enrollment records.2.
    
    USPG shall permit each Enrollee, at the Enrollees option, to *** or other ***.3.
    
    USPG shall be able to allow Enrollees to *** and ***. USPG shall not *** or the *** for
such ***.4.
    
    USPG shall be able to support *** to and *** from ***.5.
    
    USPG shall instruct Enrollees to ***, whether by *** or, if ***, ***. All *** by USPG on
behalf of CIGNA shall be *** by CIGNA within *** by USPG.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 *** and ***. In no event shall an
Enrollee *** without ***.8.
    
    USPG shall be able to identify, *** and *** any *** or on behalf of an Enrollee that is
identified by ***.
   47




---



##### 



9.
    
    USPG shall modify the ***or or loses ***.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 ***.
 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.
    
    ***
   48




---



##### 



1.
    
    *** will administer a process jointly developed with CIGNA that is designed to track and
address Enrollees ***, as well as definitions and protocols for *** Medicare Part D ***.2.
    
    USPG will train its staff and any subcontractors involved in the *** procedure 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.
    
    *** Medicare Part D ***, 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 ***; 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 ***.
 
    
    *** may be *** or in ***, unless the ***.
 
    
    *** must be ***.
 7.
    
    USPG shall respond to an Enrollees *** if the *** involves a refusal by CIGNA to grant
an Enrollees request for an expedited coverage determination under *** or an expedited ***,
and the Enrollee has not yet ***.8.
    
    USPG will maintain, and provide upon request by CIGNA or CMS, access to records on all
*** received both orally and in writing, that includes:
 
    
    Date of receipt of the grievance
    
    Mode of receipt of *** (i.e. verbal or written)
    
    Person or entity that ***
    
    Subject of the ***
    
    Final disposition of the ***
   49




---



##### 




    
    Date the Enrollee was notified of the disposition.
 D.
    
    Appeals
  COMPENSATION
 CIGNAS PAYMENT OF NATIONSHEALTHS FEES .
  A.
    
    DEFINITIONS
  Base Fees Due NationsHealth
 Membership
 Monthly Fees
 B.
    
    Calculation of Amount Due NationsHealth
    50




---



##### 



a.) Base Fees Due NationsHealthb.) Less: Amounts paid by CIGNA to NationsHealth for Base Fees Due NationsHealth for the
previous eleven monthsc.) Plus: Any unpaid amounts owed to NationsHealthd.) Less: Any unpaid amounts due to CIGNA.
 C.
    
    Monthly Fee Schedule
 ***
    
    Monthly Fee***
    
    ******
    
    ******
    
    ******
    
    ******
    
    ***
  D.
    
    Compensation for***
    51




---



##### 



E.
    
    ***Obligation of NationsHealth
 NOT
   52




---



##### 



Exhibit 10.2
 EXHIBIT 1.08
 FORM OF JOINT PURCHASE ORDER
 Purchase Order Number:
 Date:
 Vendor:
 Description of Goods or Service:
  
  
  
  
 Service Commencement/Delivery Date:
 Projected Total Cost:
 Payment Responsibility: (Check one) NationsHealth _________
    
    CIGNA ____________
 Authorized by:
 NATIONSHEALTH, INC.
    
    
    
    CONNECTICUT GENERAL LIFE INSURANCE
COMPANYBy:
    
    
    
    
    
    By:Date:
    
    
    
    
    
    Date:Authorized Signatories:
    
    
    
    Authorized Signatories:Glenn Parker
    
    
    
    Michael FerrisLew Stone
    
    
    
    John RottkampTim Fairbanks
    
    
    
    Terri SwansonRobert Tremain
   53




---



##### 



EXHIBIT 1.09
 NATIONSHEALTH DEVELOPMENTAL COSTS
  
    
    The systems and infrastructure described in Exhibit 1.02, except for item (E).
 
    
    The capabilities and functionalities to perform the Services described in Exhibits 1.03
through 1.06 including necessary information and reporting systems.
 
    
    Necessary enhancements to NationsHealth and/or USPG systems and capabilities in order to
comply with CIGNA policies, procedures, programs and other requirements that are reasonably
necessary to support the PDP that have not been developed and/or communicated to
NationsHealth or USPG as of the Effective Date of this Agreement.
 
    
    Obtaining state insurance licenses pursuant to Section 4.01.
      54




---



##### 



EXHIBIT 2.02
 CIGNA DEVELOPMENTAL COSTS
 CIGNA Developmental Costs include:
    
    CIGNA internal system modifications required to support the PDP currently estimated at
***.
    
    Build up (in late 2005) of operational personnel required to support the PDP currently
estimated at ***.
    
    Buildup (in late 2005) of operational facilities required to support the PDP currently
estimated at ***.
 provided, however
   55




---



##### 



EXHIBIT 3.01
 INTERIM COMPENSATION
 General Principles
  No Intent to Create Reinsurance
  Interim Compensation
  A.
    
    Definitions
  Actual Aggregate Claims Cost
 Advanced Expense Payments
   56




---



##### 



Aggregate Actual Premium
 Aggregate 
 Aggregate CIGNA 
 Aggregate CIGNA Target Margin
 Aggregate Expected Claims Cost
 Aggregate NationsHealth 
 Aggregate NationsHealth 
 CIGNA  provided however,
 CIGNA Developmental Costs Exhibit 2.02 Exhibit 2.02
 CIGNA Funding Charge
 CIGNA Service Expenses Exhibit 3.01
 CIGNA Target Margin
 CMS Contract Year Advance Expense Amount Percentage
   57




---



##### 



CMS Contract Year Month
 Developmental Costs plus
 Expected Claim Cost per Enrollee
 Expense and Profit Premium
 NationsHealth Developmental Cost Recovery Rate provided however,
 NationsHealth Developmental Costs Exhibit 1.09 Exhibit 1.09.
 NationsHealth Target Fee
 NationsHealth CIGNA-Funded Interim Service Expenses
 (1)
    
    determine the Scheduled Marketing and Enrollment Expenses (as described in
Attachment A) actually incurred by CIGNA or NationsHealth as authorized through the
issuance of a Joint Purchase Order during the period February 20, 2006 through
   58




---



##### 



May 15, 2006 (or such later date to which CMS may extend the initial annual enrollment
period for the 2006 plan year); and,(2)
    
    amortize such actual Scheduled Marketing and Enrollment Expenses on a level
monthly basis according to the following schedule: such Scheduled Marketing and
Enrollment Expenses incurred from February 20, 2006 through March 2006 shall be
amortized over the twenty-two month period extending from March 2006 through December
2007; such Scheduled Marketing and Enrollment Expenses incurred in April 2006 shall be
amortized over the twenty-one month period extending from April 2006 through December
2007; and such Scheduled Marketing and Enrollment Expenses incurred in May, 2006 shall
be amortized over the twenty month period extending from May 2006 through December
2007.
  NationsHealth  Exhibit 1.02 Exhibit 1.02 Exhibit
3.01
 NationsHealth Marketing and Beneficiary Communication Expenses provided, however Exhibit 3.01
 NationsHealth Service Expenses
 Non-Claims Element Variance Exhibit
3.01
   59




---



##### 



PEPM
 Preliminary Actual CIGNA Margin
 Preliminary Actual NationsHealth Fee
 Required Target Capital Level
 Start-Up Month
 Supplemental NationsHealth Fee and
 B.
    
    Establishment of Target Margin and Target Fee Levels; Year-End Reconciliation.
 Annual Identification of CIGNA Target Margin and NationsHealth Target Fee Levels
  Year-End Reconciliation
  Termination
    60




---



##### 



C.
    
    NationsHealth Expense Advance Process
 th st
  D.
    
    Monthly Settlement Process
 Information Deliveries Exhibit 3.01.
 Calculation of Monthly Amount due to NationsHealth
  a.)
    
    Actual NationsHealth *** Expenses and actual NationsHealth
Marketing and Beneficiary Communication Expenses;b.)
    
    plus *** of the ***;c.)
    
    plus Aggregate ***;
   61




---



##### 



d.)
    
    plus Aggregate ***;e.)
    
    minus the ***;f.)
    
    minus ***.
 Determination of Non-Claim Element Variance
  a.)
    
    ***;b.)
    
    Aggregate ***;c.)
    
    Aggregate ***;d.)
    
    Aggregate ***;e.)
    
    Aggregate ***;f.)
    
    ***;g.)
    
    ***; andh.)
    
    NationsHealth CIGNA-Funded Interim Service Expenses (for
clarification, the monthly amortized amount of the actual Scheduled Marketing and
Enrollment Expenses incurred by NationsHealth and authorized through the issuance
of a Joint Purchase Order.)
     62




---



##### 



Exhibit 10.2
 EXHIBIT 4.03(d)
     63




---



##### 



EXHIBIT 4.06
 BUSINESS ASSOCIATE AGREEMENT
 [Insert name of
specific CIGNA Covered Entity] [Insert name of vendor]
    I.
    
    DEFINITIONS
  II.
    
    OBLIGATIONS OF VENDOR
 Section 1. Use and Disclosure of Protected Health Information
  Section 2. Safeguards Against Misuse of Information
    64




---



##### 



Section 3. Reporting of Disclosures of Protected Health Information; Reporting of Security
Incidents.
  Section 4. Agreements with Third Parties
  Section 5. Access to Information
  Section 6. Availability of Protected Health Information for Amendment .
    65




---



##### 



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
    66




---



##### 



III.
    
    DEFINITIONS FOR USE IN THIS AGREEMENT
 Designated Record Set Record
 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
   67




---



##### 



Secretary
 Security Incident"
 Security Standards
 Vendor Agreements
 IV. EFFECT OF AGREEMENT
   Date
    
    
    
    
    [NAME OF VENDOR]By:Duly AuthorizedDate
    
    
    
    
    [NAME OF CIGNA COMPANY]By:Duly Authorized
   68




---



##### 



EXHIBIT 4.07
       69




---



##### 



EXHIBIT 5.04
 SERVICE LEVEL REQUIREMENTS
 A.
    
    GENERAL
    B.
    
    SERVICE LEVELS
 1.
    
    *** Service Levels
   70




---



##### 



a. Timeliness Service Levels
    b. Quality/Accuracy Service Levels
   2.
    
    Enrollment Maintenance Service Levels(Maintenance includes: ***
 a. Timeliness Service Levels
 Processing of Enrollee Initiated Changes
  Processing of CMS Reported Changes
 Processing of CMS Fallout
 
    
    *** will be *** if applicable *** of processing of *** within ***
    
    *** will be *** and *** to the ***.
 b. Quality/Accuracy Service Levels
   71




---



##### 



Quality
 Accuracy
   72




---



##### 



3.
    
    Fulfillment Service Levels
 a. Timeliness Service Levels
      b. Quality/Accuracy Service Levels
  4.
    
    Claim Readiness Service Levels
 a. Timeliness Service Levels
 Sending
 (
  b. Quality/Accuracy Service Levels
 :
    73




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5.
    
    Billing Service Levels
 a. Timeliness Service Levels
  
    
    *** of enrollees who ***, excluding *** prior to August 2006, members with ***,
members where a business *** has been agreed to by CIGNA, and those members ***,
*** by NationsHealth on the ***.
    
    *** excluding *** prior to August 2006, members with ***, members where a
business *** invoice has been agreed to by CIGNA, and those members***,***.
  
    
    ***: *** all *** will be researched and resolved within *** within *** and ***
within ***.
    
    *** to a member or Part D adjustment will be reported to CIGNA ***.
   
    
    *** of members for whom *** has provided a complete *** with an *** over ***,
NationsHealth will make at least ***, ***, *** within one ***.
    
    Send an *** and include the *** on the next ***.
    
    For *** of members for whom *** has provided a complete *** with an *** over ***
NationsHealth will make at least ***, ***, *** within one ***.
    
    Send an ***.
    
    Submit *** documentation to CMS for all members who *** and are not *** the ***.
 Financial Reporting:
 
    
    ***.
    
    *** to within *** by the next ***.
    
    *** and *** to the data feeds.
    
    *** will be reported to CIGNA with a reason (similar to as listed in *** an
estimated ***.
 b. Quality/Accuracy Service Levels
   74




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
    
    CMS Plan *** and *** will be *** by NationsHealth to the *** prior to the ***
and all discrepancies will be reported to CMS with *** until resolved.
    
    *** will be *** with all differences specifically identified and researched.
The *** for the current ***. The remaining *** by the next ***. All *** items,
not due to a ***, will be *** with *** within ***, *** within *** and *** with in
***.
 6.
    
    Call Center Service Levels
 a. Timeliness Service Levels
 Time to Answer
 Abandonment Rate
 Blockage Rate
 Block Calls
 b. Quality/Accuracy Service Levels
 Quality
 
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
  Accuracy
 C.
    
    PENALTIES
 *** *** *** *** *** *** *** *** *** *** ***
   75




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##### 



Exhibit 10.2
 NationsHealth*********
    
    
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    ***
   76




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##### 



NationsHealth*********
    
    
    *********
    
    
    ******
    
    
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    ******
    
    
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    *********
    
    
    ***
    
    
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    ***
    
    
    *********
   77




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##### 



***
 For illustrativepurposes only:Monthly ***
    
    ***
    
    
    ******
    
    
    ***
    
    
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    ***
    
    
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    ***
    
    
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    ***
   78




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##### 



EXHIBIT 6.03
  1.0 Ownership of CIGNA Data
 Correction of Errors
 Return of Data
 Reconstruction
 Data Safeguards
   79




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##### 



2.0 Ownership of NationsHealth Data.
 Return of Data.
 3.0 Duplicative Data Fields.
 4.0 Intellectual Property
    80




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##### 



5.0 Continued Provision of Services
 Business Continuation. Exhibit 7.03
   81




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##### 



Implementation of Plan and Restoration of Services
 Force Majeure Affected Party Force Majeure Event
 Alternate Source.
   82




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##### 



EXHIBIT 11.01
 SERVICING PROCEDURES
  Source Code Escrow:
 Back-Up Site Setup and Operation:
 Back-Up Site Testing:
 Triggering Event:
 Servicing Transition:
 Grant of License: , Exhibit 11.01
   83




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##### 



Telephone Number Transitioning:
 Servicing Staff Continuity:
   84