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Exhibit 10.33.3
 GEORGIA DEPARTMET OF
COMMUNITY HEALTH
 2 Peachtree Street, NWRhonda M. Meadows, MD Commissioner
    
    Sonny Perdue, Governor
    
    Atlanta, GA 30303-3159www.dch.georgia.gov
  
      Sincereley,/S/ Clyde WhiteClyde WhiteDirector of Contracts  Page 1 of 6




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AMENDMENT #2 TO CONTRACT NO. 0652 BETWEEN
GEORGIA DEPARTMENT OF COMMUNITY HEALTH AND
AMERIGROUP GEORGIA MANAGED CARE COMPANY, INC.
 th
 WHEREAS,
 WHEREAS, Section 4.8.17.1, Network Changes,
 WHEREAS, Section 32.0, Amendments in Writing,
 NOW THEREFORE,
 I.
    
    To delete the current Attachment H,Capitation Payment,in its entirety and replace
with the new Attachment H,Capitation Payment,contained at Exhibit 1 to this
Amendment.II.
    
    To amend the Contract by adding Section 4.8.17.6,which reads as follows:
 4.8.17.6
    
    If the Contractor fails to comply with the provisions of Section
4.8.17.1, the per member per month capitation rate, used by DCH to
compensate the Contractor, will be reduced by 3.1% for the remaining
term of the Contract, including any renewals.
 
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III.
    
    To amend the Contract by adding Section 4.8.17.7,which reads as follows:
 4.8.17.7
    
    DCH and Contractor acknowledge that any failure by Contractor to comply
with the terms of Section 4.8.17.1 would constitute a material failure to
implement the terms of the Contract and RFP. If liquidated damages are
assessed against the Contractor due to its failure to comply with Section
4.8.17.1, the damages will be assessed in accordance with Section 23.2.1
(Category 1).
 IV.
    
    DCH and Contractor agree that they have assumed an obligation to perform the covenants,
agreements, duties and obligations of the Contract, as modified and amended herein, and agree
to abide by all the provisions, terms and conditions contained in the Contract as modified and
amended.V.
    
    This Amendment shall be binding and inure to the benefit of the parties hereto, their heirs,
representatives, successors and assigns. Whenever the provisions of this Amendment and the
Contract are in conflict, the provisions of this Amendment shall take precedence and control.VI.
    
    It is understood by the Parties hereto that, if any part, term, or provision of this Amendment or this entire Amendment
is held to be illegal or in conflict with any law of this State, then DCH, at its sole option, may enforce the remaining
unaffected portions or provisions of this Amendment or of the Contract and the rights and obligations of the parties
shall be construed and enforced as if the Contract or Amendment did not contain the particular part, term or provision
held to be invalid.VII.
    
    This Amendment shall become effective as stated herein and shall remain effective for so long as the Contract is in
effect.VIII.
    
    This Amendment shall be construed in accordance with the laws of the State of Georgia.IX.
    
    All other terms and conditions contained in the Contract and any amendment thereto, not
amended by this Amendment, shall remain in full force and effect.
 SIGNATURES ON THE FOLLOWING PAGE 
 
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IN WITNESS WHEREOF,
 GEOR A DEPARTMENT OF COMMUNITY HEALTH/S/ Dr. Rhonda M. Medows, M.D.
    
    1/28/08Dr. Rhonda M. Medows, M.D.
    
    DateCommissioner AMERIGROUP GEORGIA MANAGED CARE COMPANY, INC.BY:
    /S/ Melvin Lindsey
    
    11-14-07*Signature
    
    Date/s/ Melvin LindseyPlease Print/Type Name HereATTEST: /S/ Stanley F. Baldwin**  SignatureVice President and Secretary
    
    AFFIX CORPORATE SEAL HERE (Corporations without a seal, attach a Certificate of Corporate
Resolution)TITLE  
 *
    
    Must be President, Vice President, CEO or Other Authorized Officer**
    
    Must be Corporate Secretary 
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ATTACHMENT H
   
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Georgia Department of Community Health
Fiscal Year 2008 CMO Rates
 ***REDACTED***
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