##### 



Exhibit 10.25.2 AMERIGROUP. OF FLORIDA, INC.
    
    Medicaid HMO Contract
 AHCA CONTRACT NO. FA523
AMENDMENT NO. 1 THIS CONTRACT, entered into between the STATE OF FLORIDA, AGENCY FOR
HEALTH CARE ADMINISTRATION, hereinafter referred to as the Agency and
AMERIGROUP OF FLORIDA, INC., hereinafter referred to as the Vendor, is hereby
amended as follows:  1.
    
    Attachment I, section 10.4, Covered Services is hereby amended to read: The plan shall ensure the provision of services is sufficient in amount,
duration, and scope to reasonably be expected to achieve the purpose for
which the services are furnished and shall ensure the provision of the
following covered services as defined and specified in sections 10.1,
General and 10.8, Manner of Service Provision: Child Health Check-Up
    
    Inpatient Hospital ServicesCommunity Mental Health Services.
    
    Mental Health Targeted Case ManagementFamily Planning Services
    
    Outpatient Hospital and Emergency ServicesFreestanding Dialysis Centers
    
    Physician ServicesHearing Services
    
    Prescribed Drug ServicesHome Health Services and Durable Medical
    
    Therapy ServicesEquipmentIndependent Laboratory and X-Ray Services
    
    Visual Services
 The plan shall not arbitrarily deny or reduce the amount, duration, or
scope of a required service solely because of the diagnosis, type of
illness, or condition. The plan may place appropriate limits on a service
on the basis of criteria such as medical necessity or for utilization
control, consistent with this contract, provided the services furnished
can reasonably be expected to achieve their purpose.  2.
    
    Attachment I, section 10.8.11.2, Hysterectomies, Sterilizations, and
Abortions, is hereby amended to include the following: The plan may only provide for abortions in the following situations:  
    
    If the pregnancy is the result of an act of rape or incest or
    
    The physician certifies that the woman is in
danger of death unless an abortion is performed.  3.
    
    Attachment I, section 20.4.1, Fraud Prevention Policies and
Procedures, the first paragraph is hereby amended to now read: The plan shall have administrative and management arrangements or
procedures and a mandatory compliance plan and shall comply with program
integrity requirement as required in 42 CFR 438.608 to develop and
maintain written policies and procedures for fraud and abuse prevention.
In addition, the policies shall contain the following: AHCA Contract No. FA523, Amendment No. 1, Page 1 of 4




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Exhibit 10.25.2 AMERIGROUP OF FLORIDA, INC.
    
    Medicaid HMO Contract
  4.
    
    Attachment I, section 20.10, Emergency Care Requirements is
hereby amended as follows:  The first paragraph is hereby
amended to include the following: In addition, the plan may not deny payment for treatment obtained
when a representative of the plan instructs the enrollee to seek
emergency services.  Section e. is hereby amended to now read: If the members primary care physician responds to the notification, the
hospital physician and the primary care physician may discuss the
appropriate care and treatment of the member. The plan may have a member
of the hospital staff with whom it has a contract participate in the
treatment of the member within the scope of the physicians hospital
staff privileges. The member may be transferred, in accordance with
state and federal law, to a hospital that has a contract with the plan
and has the service capability to treat the members emergency medical
condition. The attending emergency physician, or the provider actually
treating the enrollee, is responsible for determining when the enrollee
is sufficiently stabilized for transfer or discharge, and that
determination is binding on the entities identified in 42 CFR 438.114(b)
as responsible for coverage and payment. Notwithstanding any other state
law, a hospital may request and collect insurance or financial
information from a patient in accordance with federal law, which is
necessary to determine if the patient is a member of the plan, if
emergency services and care are not delayed.  Section f. is hereby amended to now read: In accordance with 42 CFR 438.114 and 42 CFR 422.113(c), the plan must
also cover poststabilization services without authorization,
regardless of whether the beneficiary obtains the service within or
outside the plans network for the following situations:  5.
    
    Attachment I, section 20.11, Grievance System Requirements, third
paragraph, Item a., is hereby amended to now read:  a.
    
    Enrollee rights to Medicaid fair hearing, the method for
obtaining a hearing, the rules that govern representation at the
hearing, and the DCF address for pursuing a fair hearing, which is
Office of Appeal Hearings, 1317 Winewood Boulevard, Building 5,
Room 203, Tallahassee, Florida 32399-0700.  6.
    
    Attachment I, section 20.1 1.1, Appeal Process, first paragraph, Item
b. 7 (b) is hereby amended to now read:  (b)
    
    Information about how to request a Medicaid
fair hearing, including the DCF address for pursuing a fair
hearing, which is Office of Appeal Hearings, 1317 Winewood
Boulevard, Building 5, Room 203, Tallahassee, Florida
32399-0700.  7.
    
    Attachment I, section 20.11.2, Grievance Process is
hereby amended as follows: The first paragraph is hereby
amended to include the following:
The grievance process must be completed in time to permit the
disenrollment to be effective in accordance with the timeframe
specified in 42 CFR 438.56(e)(1). Item b. 2 (b) is hereby amended to now read: AHCA Contract No. FA523, Amendment No. 1, Page 2 of 4




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##### 



Exhibit 10.25.2 AMERIGROUP OF FLORIDA, INC.
    
    Medicaid HMO Contract
  (b)
    
    Information about how to request a Medicaid
fair hearing, including the DCF address for pursuing a fair
hearing, which is Office of Appeal Hearings, 1317 Winewood
Boulevard, Building 5, Room 203, Tallahassee, Florida
32399-0700.  8.
    
    Attachment I, section 20.11.3, Medicaid Fair Hearing System, Item a,
the second paragraph is hereby amended to now read: The beneficiary or provider may request a Medicaid fair hearing by
contacting DCF at the Office of Appeal Hearings, 1317 Winewood
Boulevard, Building 5, Room 203 Tallahassee, Florida 32399-0700.  9.
    
    Attachment I, section 30.1 Marketing, Pre-enrollment Materials and
Post-enrollment Materials, Item f. is hereby deleted in its entirety.10.
    
    Attachment I, section 30.7.1, Member Services Handbook, the first
paragraph and sixth line is hereby amended as follows: ....both in and out of the plans service area; to include the enrollee
has a right to use any hospital or other setting for emergency use; the
extent to which...  11.
    
    Attachment I, section 40.8, Ownership and Management Disclosure, Item
b.1, the first subparagraph is hereby amended to now read: Owns, indirectly or directly 5 percent or more of the plans
capital or stock, has ownership of 5% or more in a plans
provider or subcontractor, or receives 5 percent or more of its
profits;  12.
    
    Attachment I, Section 90.0, Payment and Authorized Enrollment Levels, is
hereby amended effective as provided in Tables 2 and 3 shown below. The
amended rates below apply to services rendered beginning July 1, 2004. Any
capitation claims calculated based on rates different than those indicated
below are subject to recoupment in accordance with Section I.J, of the
Standard Contract. Table 2. Area wide Age-banded Capitation Rates for all
agency areas of the state other than Area 6
and Area 1. Area 05
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    345.76
    
    
    
    77.31
    
    
    
    48.55
    
    
    
    53.69
    
    
    
    110.74
    
    
    
    136.76
    
    
    
    208.19
    
    
    
    291.55
    
    
    
    291.55SSI/No Medicare
    
    
    3265.62
    
    
    
    394.06
    
    
    
    204.41
    
    
    
    214.18
    
    
    
    214.18
    
    
    
    612.49
    
    
    
    612.49
    
    
    
    591.04
    
    
    
    591.04SSI/Part B
    
    
    266.55

    
    
    
    266.55
    
    
    
    266.55
    
    
    
    266.55
    
    
    
    266.55
    
    
    
    266.55
    
    
    
    266.55
    
    
    
    266.55
    
    
    
    266.55SSI/Part A & B
    
    
    309.27
    
    
    
    309.27
    
    
    
    309.27
    
    
    
    309.27
    
    
    
    309.27
    
    
    
    309.27
    
    
    
    309.27
    
    
    
    309.27
    
    
    
    216.32
 Area 07
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    337.19
    
    
    
    75.53
    
    
    
    47.77
    
    
    
    52.81
    
    
    
    108.40
    
    
    
    134.29
    
    
    
    204.16
    
    
    
    286.57
    
    
    
    286.57SSI/No Medicare
    
    
    3217.89
    
    
    
    389.79
    
    
    
    203.90
    
    
    
    213.35
    
    
    
    213.35
    
    
    
    610.58
    
    
    
    610.58
    
    
    
    589.11
    
    
    
    589.11SSI/Part B
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77
    
    
    
    265.77SSI/Part A & B
    
    
    283.96
    
    
    
    283.96
    
    
    
    283.96
    
    
    
    283.96
    
    
    
    283.96
    
    
    
    283.96
    
    
    
    283.96
    
    
    
    283.96
    
    
    
    198.62
 Area 08
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    296.66
    
    
    
    66.37
    
    
    
    41.76
    
    
    
    46.19
    
    
    
    95.19
    
    
    
    117.62
    
    
    
    179.02
    
    
    
    250.96
    
    
    
    250.96SSI/No Medicare
    
    
    3079.30
    
    
    
    371.80
    
    
    
    192.49
    
    
    
    201.68
    
    
    
    201.68
    
    
    
    577.71
    
    
    
    577.71
    
    
    
    557.45
    
    
    
    557.45SSI/Part B
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56
    
    
    
    243.56SSI/Part A & B
    
    
    285.08
    
    
    
    285.08
    
    
    
    265.08
    
    
    
    285.08
    
    
    
    285.08
    
    
    
    285.08
    
    
    
    285.08
    
    
    
    285.08
    
    
    
    199.47
 Area 09
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    316.78
    
    
    
    70.74
    
    
    
    44.52
    
    
    
    49.17
    
    
    
    101.48
    
    
    
    125.24
    
    
    
    190.60
    
    
    
    266.97
    
    
    
    266.97SSI/No Medicare
    
    
    3344.05
    
    
    
    405.22
    
    
    
    211.12
    
    
    
    221.15
    
    
    
    221.15
    
    
    
    633.22
    
    
    
    633.22
    
    
    
    610.93
    
    
    
    610.93SSI/Part B
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20
    
    
    
    267.20SSI/Part A & B
    
    
    320.32
    
    
    
    320.32
    
    
    
    320.32
    
    
    
    320.32
    
    
    
    320.32
    
    
    
    320.32
    
    
    
    320.32
    
    
    
    320.32
    
    
    
    224.19
 AHCA Contract No. FA523, Amendment No. 1, Page 3 of 4




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##### 



Exhibit 10.25.2  AMERIGROUPOF FLORIDA, INC.
Medicaid HMO
Contract Area 10
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    328.74
    
    
    
    73.77
    
    
    
    46.68
    
    
    
    51.61
    
    
    
    105.94
    
    
    
    131.31
    
    
    
    199.49
    
    
    
    280.33
    
    
    
    280.33SSI/No Medicare
    
    
    4151.82
    
    
    
    503.54
    
    
    
    263.75
    
    
    
    275.32
    
    
    
    275.32
    
    
    
    788.23
    
    
    
    788.23
    
    
    
    761.08
    
    
    
    761.08SSI/Part B
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04
    
    
    
    287.04SSI/Part A & B
    
    
    351.55
    
    
    
    351.55
    
    
    
    351.55
    
    
    
    351.55
    
    
    
    351.55
    
    
    
    351.55
    
    
    
    351.55
    
    
    
    351.55
    
    
    
    245.95
 Area 11
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    409.16
    
    
    
    91.08
    
    
    
    56.97
    
    
    
    62.97
    
    
    
    130.55
    
    
    
    160.40
    
    
    
    244.76
    
    
    
    341.98
    
    
    
    341.98SSI/No Medicare
    
    
    4551.55
    
    
    
    550.33
    
    
    
    286.57
    
    
    
    299.62
    
    
    
    299.62
    
    
    
    857.90
    
    
    
    857.90
    
    
    
    827.83
    
    
    
    827.83SSI/Part B
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17
    
    
    
    449.17SSI/Part A & B
    
    
    416.90
    
    
    
    416.90
    
    
    
    416.90
    
    
    
    416.90
    
    
    
    416.90
    
    
    
    416.90
    
    
    
    416.90
    
    
    
    416.90
    
    
    
    292.00
 Table 3. Area 6 or Area 1 Age-banded Capitation Rates, Including
Community Mental Health and Mental Health Targeted Case
Management. Area 06
    
    < year
    
    1-5
    
    6-13
    
    14-20 Male
    
    14-20 Female
    
    21-54 Male
    
    21-54 Female
    
    55-64
    
    65+TANF/FC/SOBRA
    
    
    330.07
    
    
    
    75.91
    
    
    
    61.92
    
    
    
    67.67
    
    
    
    122.23
    
    
    
    135.83
    
    
    
    204.29
    
    
    
    282.98
    
    
    
    282.98SSI/No Medicare
    
    
    3017.05
    
    
    
    371.69
    
    
    
    265.72
    
    
    
    243.82
    
    
    
    243.82
    
    
    
    647.81
    
    
    
    647.81
    
    
    
    587.26
    
    
    
    587.26SSI/Part B
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29
    
    
    
    242.29SSI/Part A & B
    
    
    288.09
    
    
    
    288.09
    
    
    
    288.09
    
    
    
    288.09
    
    
    
    288.09
    
    
    
    288.09
    
    
    
    288.09
    
    
    
    288.09
    
    
    
    202.64
  13.
    
    Attachment I, section 100.0, Glossary, is hereby amended to include the
following: Post-stabilization Care Servicesdefined in 42 CFR 438.114, means
covered services, related to an emergency medical condition that are
provided after an enrollee is stabilized in order to maintain the
stabilized condition, or, under the circumstances described in paragraph
(e) of 42 CFR 438.114, to improve or resolve the enrollees condition.  14.
    
    This amendment shall begin on August 12, 2004, or the date on which the
amendment has been signed by both parties, whichever is later. All provisions in the Contract and any attachments thereto in conflict
with this amendment shall be and are hereby changed to conform with this
amendment. All provisions not in conflict with this amendment are still in effect and
are to be performed at the level specified in the Contract. This amendment and all its attachments are hereby made a part of the
Contract. This amendment cannot be executed unless all previous amendments to this
Contract have been fully executed. IN WITNESS WHEREOF, the parties hereto have caused this 4 page amendment
(including all attachments) to be executed by their officials thereunto duly
authorized. AMERIGROUP OF FLORIDA, INC.
    
    STATE OF FLORIDA, AGENCY FOR EALTH CARE ADMINISTRATIONSIGNED
    
    
    
    SIGNEDBY:
    
    /s/ Don Gilmore
    
    BY:
    
    /s/ Alan LevineNAME:
    
    Don Gilmore
    
    NAME:
    
    Alan LevineTITLE:
    
    SecretaryTITLE:
    
    CEODATE:
    
    8/20/04
    
    DATE:
    
    9/15/04
 AHCA Contract No. FA523,
Amendment No. 1, Page 4 of 4