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Exhibit 10.22.3 1. Contract Number
    
    Page of PagesAMENDMENT OF SOI.ICITATION/MODIFICATION OF CONTRACT
    
    POHC-2002-D-0003
    
    
    1
    
    
    
    2
 2.
    
    Amendment/Modification Number
    
    3. Effective Date
    
    4. Requisition/Purchase Request No.
    
    
    5.
    
    
    Project No. (If applicable)M0014
    
    AUGUST 1, 2004
    
    * SEE BLOCK 12 BELOW
 6. issued By
    
    Code
    
    7. Administered By (if other than line 6)Office of Contracting and Procurement
    
    
    
    Department of Health, Office of Managed CareDepartment of Health Bureau
    
    
    
    Medical Assistance Administration441 4th Street, NW., Suite 700 South
    
    
    
    825 North Capitol Street, N.E.Washington, DC 20001
    
    
    
    Attention: Ms. Maude HoltTelephone: (202) 442-9074
 8. Name and Address of Contractor (No, Street, city, country, state and ZIP Code)
    
    (X)
    
    9A. Amendment of Solicitation No.AMERIGROUP DISTRICT OF COLUMBIA
    
    
    
    9B. Dated (See Item 11)7501 ST STREET, N.E, SUITE 1120WASHINGTON, DC 20004
    
    x
    
    10A. Modification of Contract/Order No.ATTN: MS. JANE THOMPSON
    
    
    
    POHC-2002-D-0003TELEPHONE NO: (202) 216-4900
    
    
    
    10B. Dated (See Item 13)Code
    Facility
    
    
    AUGUST 1, 2002
 11. THS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS  The above numbered solicitation is amended as set forth in Item 14.
        The hour and date specified for receipt of Offers o
        is extended. o is not extended. Offers
        must acknowledge receipt of this amendment prior to the hour and date
        specified in the solicitation or as amended, by one of the following methods:
        (a) By completing Items 8 and 15, and returning  copies of
        the amendment: (b) By acknowledging receipt of this amendment on
        each copy of the offer submitted; or (c) By separate letter or telegram
        which includes a reference to the solicitation and amendment number. FAILURE
        OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE
        RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION
        OF YOUR OFFER. If by virtue of this amendment you desire to change an
        offer already submitted, such Change maybe made by letter or telegram,
        provided each letter or telegram makes reference to the solicitation and
        this amendment, and is received prior to the opening hour and date specified.12.
    
    Accounting and Appropriation Data (If Required)*
    
    CFO CERTIFICATION LETTER DATED JUNE 03, 2004 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS
    OF CONTRACTS / ORDERS,
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14 (X)
    
    A. This change order Is issued pursuant to: (Specify Authority)The changes set forth In Item 14 are made in the contract/order no. in item 10A.B. The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office,
appropriation
date, etc.) set forth In item 14, pursuant to the authority of 27 DCMR, Chapter 36, Section 3601.2.C. This supplemental agreement is entered into pursuant to authority of:DISTRICT OF COLUMBIA MUNICIPAL REGULATIONS 3601.2 (c) Bilateral Contract Modification and agreement between the partiesx
    
    D. Other (Specify type of modification and authority)IN ACCORDANCE TO DCMN CHAPTER 36, SECTION 3601.2 (C) OPTION
 E. IMPORTANT:Contractor o is not, x is required to sign this document and return 2 copies to the issuing office.  14.
    
    Description of amendment/modification (Organized by USC Section headings, including solicitation/contract subject matter where
feasible.)THE CONTRACT REFERENCED IN BLOCK 10A ABOVE IS MODIFIED AS FOLLOWS:  1.
    
    THE DISTRICT HEREBY EXERCISES ITS OPTION TO RENEW THIS CONTRACT IN ACCORDANCE TO SECTION F 1.2, TERM OF CONTRACT
FOR THE PERIOD OF AUGUST 1, 2004 THROUGH JULY 31, 2005. THE TOTAL PRICE FOR THIS OPTION IS $ 87,124,011.282.
    
    A LIST OF RATES INCREASE FOR TREND EFFECTIVE FROM CONTRACT PERIOD AUGUST 1, 2004 THROUGH JULY 31, 2005
IS LISTED ON PAGE 2 OF THIS MODIFICATION.3.
    
    INCORPORATE THE DEPARTMENT OF LABOR WAGE DETERMINATION NO. 1994-2103, REVISION NO. 32, DATED 05/27/2004. ALL OTHER CONTRACT TERMS AND CONDITIONS REMAIN UNCHANGED Except as provided herin, all terms and conditions of the document referenced in Item (9A or 10A as heretofore changed. remains
unchanged and in full force and effect 15A. Name and Title of Signer (Type or print)
    
    16A. Name of Contracting OfficerJane E. Thompson CEO
    
    ESTHER M. SCARBOROUGH
 15B. Name of Contractor
    
    15C. Date Signed
    
    16B. District of Columbia
    
    16C. Date SignedAMERIGROUP District of Columbia/s/ Jane E. Thompson
    
    6/22/04/O(Signature of person authorized to sign)
    
    
    
    (Signature of Contracting Officer)
 * Government of the District of Columbia
    
    `rj Office of Contracting & Procurement
    
    DC OCP 202 (7-99)




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Amerigroup Health Plan.
DCHFP Rates August 2004 to July 2006 B.6.2 Supplies/Services CONTRACT NO: POHC-2002D-00033 LINE
    
    
    
    AnnualizedITEM
    
    
    
    January-MarchNUMBER
    
    SQPPTTRC/SERVICES
    
    2004 MMs
    
    TOTAL PMPM*0001
    
    
    DC HEALTHY FAMILIES PROGRAM (DCHFP)0001AA
    
    
    Infants Under 1 year of ago(months 2 through 12)
    
    
    18,324
    
    
    
    310.33Delivery month (projected delivery)
    
    
    1,140
    
    
    $
    6,257.93Birth Month (actual month of birth)
    
    
    1,160
    
    
    $
    5,192.710001AB
    
    
    Children of 1 year of age through 12 years of age
    
    
    216,632
    
    
    $
    108.85000]AC
    
    Females ages 13 through 18 years
    
    
    39,000
    
    
    $
    158.490001AD
    
    
    Males ages 13 through 18 years of age
    
    
    33,920
    
    
    
    144.570001AE
    
    
    Females ages 19 through36 years of age
    
    
    83,316
    
    
    $
    201.08000IAF
    
    
    Males ages 19 through 36years of age
    
    
    9,832
    
    
    $
    142.490001AG
    
    
    Females 37 years of ages and older
    
    
    38,584
    
    
    $
    346.340001AM
    
    
    Males 37 years of ageand older
    
    
    8,560
    
    
    
    244.94Estimated Total Dollars based on Annualized MMs
    
    
    448,168
    
    
    $
    87,124,011.28*PMPM = per member per month
    
    
    
    
    
    $
    194.40OR DISTRCT USE ONLY
 LINE
    
    AGY
    
    YR
    
    Index
    
    PCA
    
    OBJ
    
    AOB
    
    Grant
    
    Proj
    
    AG1
    
    AG2
    
    AG3.1
    
    PH
    
    PH