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Exhibit 10.23.2 STATE OF TEXAS
    
    HHSC CONTRACT No. 529-00-139-L
 COUNTY OF TRAVIS AMENDMENT 12
TO THE AGREEMENT BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
AMERIGROUP TEXAS, INC.
FOR HEALTH SERVICES
TO THE
CHILDRENS HEALTH INSURANCE PROGRAM THIS CONTRACT AMENDMENT (the Amendment) is entered into between the
HEALTH & HUMAN SERVICES COMMISSION (HHSC), an administrative agency within
the executive department of the State of Texas, and Amerigroup Texas, Inc.,
(CONTRACTOR), a health maintenance organization organized under the laws of
the State of Texas, possessing a certificate of authority issued by the Texas
Department of Insurance to operate as a health maintenance organization, and
having its principal office at 1200 E. Copeland Road, Suite 200, Arlington,
Texas.HHSC and CONTRACTOR may be referred to in this Amendment individually as
a Party and collectively as the
Parties. The Parties hereby agree to amend their original contract, HHSC contract
n umber 529-00-139 (the Agreement), as set forth in Article 2 of this
Amendment. ARTICLE 1. PURPOSE. Section 1.01 Authorization. This Amendment is executed by the Parties in accordance with
Article 8 of the Agreement. Section 1.02 Effective Date of changes (a)General effective date of changes. This Amendment is effective September 1, 2004,and terminates on the
Expiration Date of the Agreement, unless extended or terminated sooner by HHSC
in accordance with the Agreement. ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES. Section 2.01 Modification to Article 9, Audit and Financial
Compliance Article 9, Audit and Financial Compliance, is modified with the addition
of a new Section 9.04, as follows: Section 9.04State Auditors Office Audit The CONTRACTOR understands that acceptance of funds under
this Contract acts as acceptance of the authority of the State
Auditors Office (SAO), or any successor agency, to conduct an
investigation in connection with those funds. The CONTRACTOR
further agrees to cooperate fully with the SAO or its successor in
the conduct of the audit or investigation, including providing all
records requested. The CONTRACTOR will ensure that this clause
concerning the authority to audit funds received indirectly by  HHSC Contract 529-00-139-L
    
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Exhibit 10.23.2 subcontractors through CONTRACTOR and the requirement to
cooperate is included in any subcontract it awards. Section 2.02 Modification to Section 10.02, Time and manner of premium payment Section 10.02, Time and manner of premium payment, is modified with the
addition of a new subsection (e), as follows: Section 10.02Time and manner of Premium Payment. (e) For the period beginning September 1, 2004
and ending August 31, 2005, CONTRACTOR will be
entitled to a payment in accordance with this
subsection (e). CONTRACTOR will be paid based on per
member/per month premiums and new and current
enrollment figures (including disenrollment
adjustments to previous monthly enrollment totals).
The Administrative Services Contractor will convey
premiums payable information to CONTRACTOR for data
reconciliation and to the Management Services
Contractor. CONTRACTOR must reconcile the data and
report any errors to the Management Services
Contractor by the cut-off date of the next month.
The Management Services Contractor will pay
CONTRACTOR by the first business day following the
14thday of each month. CONTRACTOR must accept
payment for premiums by direct deposit into
CONTRACTORs account. For the period beginning
September 1, 2004 and ending August 31, 2005, the
premium rates are: CSA #
    
    Under Age 1
    
    Ages 1-5
    
    Ages 6-14
    
    Ages 15-18CSA 2
    
    $
    358.07
    
    
    $
    74.35
    
    
    $
    49.34
    
    
    $
    96.31CSA 6
    
    $
    299.29
    
    
    $
    62.13
    
    
    $
    41.24
    
    
    $
    81.15
 CONTRACTOR does not bill HHSC, the
Administrative Services Contractor, other state
agencies, or institutions for the monthly premium
payment. Section 2.03Modifications to Article 17, Reporting
Requirements, of the Agreement Section 17.08 is replaced
with the following language: Section 17.08 Special Investigative Unit. (a) A CONTRACTOR that provides or arranges for
the provision of health care services to an
individual under the Childrens Health Insurance
Program must arrange for a special investigative
unit to investigate fraudulent claims and other
types of program abuse by recipients and providers.
A CONTRACTOR may choose to: (1) Establish and maintain the special
investigative unit within the managed care
organization; or (2) Contract with another entity for the investigation.  HHSC Contract 529-00-139-L
    
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Exhibit 10.23.2 (b) A CONTRACTOR must develop a plan to prevent and reduce waste,
abuse, and fraud. The plan must meet the requirements of the rules
established by HHSC and be submitted annually to the HHSC Office of
Inspector General (HHSC-OIG) for approval each year the CONTRACTOR
is enrolled with the State of Texas. The plan must be
submitted 60 days prior to the start of the State fiscal year. (c) If the initial plan to prevent and reduce waste, abuse,
and fraud is not approved, the CONTRACTOR must resubmit the plan to
HHSCOIG within 15 working days of receiving the denial letter,
which will explain the deficiencies. If the plan is not resubmitted
within
the time allotted, the CONTRACTOR will be in default and
sanctions may be imposed. (d) If the CONTRACTOR elects to contract with another entity
for the investigation of fraudulent claims and other types of
program abuse the CONTRACTOR must adhere to all requirements of
Chapter 42, § 438.230 of the Code of Federal Regulations.  HHSC Contract 529-00-139-L
    
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ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES The Parties contract and agree that the terms of the Agreement will remain
in effect and continue to govern except to the extent modified in this
Amendment. By signing this Amendment, the Parties expressly understand and agree that
this Amendment is hereby made a part of the Agreement as though it were set out
word for word in the Agreement. IN WITNESS HEREOF, HHSC and the CONTRACTOR have each caused this Amendment
to be signed and delivered by its duly authorized representative.  AMERIGROUP TEXAS, INC.
    
    
    
    HEALTH AND HUMAN SERVICES COMMISSIONBy:
    
    /s/ Eric M. Yoder
    
    
    
    By:Eric Yoder, M.D.
    
    
    
    
    
    Albert HawkinsPresident and CEO
    
    
    
    
    
    Executive CommissionerDate:
    
    7/23/04
    
    
    
    Date:
  HHSC Contract 529-00-139-L
    
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