Exhibit 10.14


    
      
        

      

    

    Back to Form 10-Q

     

    Exhibit
      10.14

     

     

    

      Contract
        with Eligible Medicare Advantage Organization Pursuant to 

      Sections
        1851 through 1859 of the Social Security Act for the Operation 

      of
        a
        Medicare Advantage Private Fee-For-Service Plan(s)

       

       

      CONTRACT
        (#H6499)

      Between
        

      Centers
        for Medicare & Medicaid Services (hereinafter referred to as
        CMS)

      Stone
        Harbor Insurance Company

      (hereinafter
        referred to as the MA Organization)

       

      CMS
        and
        the MA Organization, an entity which has been determined to be an eligible
        Medicare Advantage Organization by the Administrator of the Centers for Medicare
        & Medicaid Services under 42 CFR 422.503, agree to the following for the
        purposes of sections 1851 through 1859 of the Social Security Act (hereinafter
        referred to as the Act):

       

      (NOTE:
        Citations indicated in brackets are placed in the text of this contract to
        note
        the regulatory authority for certain contract provisions. All references
        to Part
        422 are to 42 CFR Part 422.)

       

      


       

      
        You
          must check off AND initial each required Addendum type to reflect the coverage
          offered under the H (or R) number associated with this
          contract

        


        
          	
                  Addendum
                    Type

                	
                  Initials

                
	
                  ü 

                	
                  Part
                    D Addendum

                	
                  TF   
                    

                
	
                  ü

                	
                  Employer-Only
                    MA-PD Addendum (800 Series)

                	
                  TF   
                    

                
	
                  __

                	
                  Employer-Only
                    MA Only Addendum (800 Series)

                	
                  ____

                
	
                  __

                	
                  Variances/Waivers
                    (Provided directly to Demonstration Organizations by CMS)

                	
                  ____

                


        

        


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Article
        I


      Term
        of
        Contract

       

      The
        term
        of this contract shall be from the date of signature by CMS' authorized
        representative through December 31, 2007, after which this contract may be
        renewed for successive one-year periods in accordance with 42 CFR
        422.505(c).
        [422.505]

       

      This
        contract governs the respective rights and obligations of the parties as
        of the
        effective date set forth above, and supersedes any prior agreements between
        the
        MA Organization and CMS as of such date. MA organizations offering Part D
        benefits also must execute an Addendum to the Medicare Managed Care Contract
        Pursuant to Sections 1860D-1 through 1860D-42 of the Social Security Act
        for the
        Operation of a Voluntary Medicare Prescription Drug Plan (hereafter the "Part
        D
        Addendum"). For MA Organizations offering MA-PD plans, the Part D Addendum
        governs the rights and obligations of the parties relating to the provision
        of
        Part D benefits, in accordance with its terms, as of its effective
        date.

      


      Article
        II

      Private
        Fee-For-Service Plan

       

      A.
        The MA
        Organization agrees to operate one or more private fee-for-service plans
        (as
        defined in
        42 CFR
        422.4(a)(3)), as described in its final Plan Benefit Package (PBP) bid
        submission (benefit
        and price bid) proposal as approved by CMS and as attested to in the Medicare
        Advantage
        Attestation of Benefit Plan and Price, and in compliance with the requirements
        of this contract
        and applicable Federal statutes, regulations, and policies. 

      B.
        Except
        as provided in paragraph (C) of this Article, this contract is deemed to
        incorporate any changes
        that are required by statute to be implemented during the term of the contract
        and any regulations
        or policies implementing or interpreting such statutory provisions.


      C.CMS
        will not implement, other than at the beginning of a calendar year, requirements
        under 42 CFR
        Part
        422 that impose a new significant cost or burden on MA organizations or plans,
        unless a
        different effective date is required by statute.
        [422.521]

       

      Article
        III

       

      Functions
        To Be Performed By Medicare Advantage Organization

       

      A.
        PROVISION OF BENEFITS

      1.
        The MA
        Organization agrees to provide enrollees in each of its MA plans the basic
        benefits as required under §422.101 and, to the extent applicable, supplemental
        benefits under §422.102 and as established in the MA Organization's final
        benefit and price bid proposal as approved by CMS and listed in The MA
        Organization Attestation of Benefit Plan and Price, which is attached to
        this
        contract. The MA Organization agrees to provide access to such benefits as
        required under subpart C in a manner consistent with professionally recognized
        standards of health care and according to the access standards stated in
        §422.114. The MA Organization agrees to

       

      


      


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      provide
        post-hospital extended care services, should an MA enrollee elect such coverage,
        through a skilled nursing facility according to the requirements of section
        1852(1) of the Act and §422.133 . A home skilled nursing facility is a facility
        in which an MA enrollee resided at the time of admission to the hospital,
        a
        facility that provides services through a continuing care retirement community,
        or a facility in which the spouse of the enrollee is residing at the time
        of the
        enrollee's discharge from the hospital, or hospital, or wherever the enrollee
        resides immediately before admission for extended care services. [422.133;
        422.504(a)(3)] 2.
        The MA
        Organization shall authorize benefits according to the local medical review
        policies (LMRPs) for services provided in geographic areas where the LMRPs
        represent an expansion of Medicare coverage policies as compared to national
        Medicare coverage policies.
        [422.101(b)(2)]

       

      B.
        ENROLLMENT REQUIREMENTS

      1.
        The MA
        Organization agrees to accept new enrollments, make enrollments effective,
        process voluntary disenrollments, and limit involuntary disenrollments, as
        provided in subpart B of part 422.

      2.
        The MA
        Organization shall comply with the provisions of §422.110 concerning
        prohibitions against discrimination in beneficiary enrollment. [422.504(a)(2)]

       

      C.
        BENEFICIARY PROTECTIONS

      1.
        The MA
        Organization agrees to comply with all requirements in subpart M of part
        422
        governing coverage determinations, grievances, and appeals.
        [422.504(a)(7)]

      2.
        The MA
        Organization agrees to comply with the confidentiality and enrollee record
        accuracy requirements in §422.118.

      3.
        Beneficiary
        Financial Protection.
        The MA
        Organization agrees to comply with the following requirements:

      (a)
        Each
        MA Organization must adopt and maintain arrangements satisfactory to CMS
        to
        protect its enrollees from incurring liability for payment of any fees that
        are
        the legal obligation of the MA Organization. To meet this requirement the
        MA
        Organization must—

      (i)
        Ensure that all contractual (including deemed contracts under §422.216) or other
        written arrangements with providers prohibit the Organization's providers
        from
        holding any beneficiary enrollee liable for payment of any fees that are
        the
        legal obligation of the MA Organization; and

      (ii)
        Indemnify the beneficiary enrollee for payment of any fees that are the legal
        obligation of the MA Organization for services furnished by providers that
        do
        not contract, or that have not otherwise entered into an agreement with the
        MA
        Organization, to provide services to the organization's beneficiary enrollees.
        This provision does not apply to providers operating under deemed contracts
        under §422.216.
        [422.504(g)(l)]

      (iii)
        Ensure that in the MA Organization's terms and conditions of payment to
        hospitals, if balance billing is imposed, the hospitals are obligated to
        provide
        notice to enrollees of their potential liability for services where balance
        billing could amount to not less than $500. This notice shall be provided
        according to the requirements of§422.216(d)(2).

      (b)
        The
        MA Organization must provide for continuation of enrollee health care
        benefits-(i) For all enrollees, for the duration of the contract period for
        which CMS payments have been made; and

       

      


      


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      (ii)
        For
        enrollees who are hospitalized ofi.the date its contract with CMS terminates,
        or, in the event of the MA Organization's insolvency, through the date of
        discharge. [422.504(g)(2)]

      (c)
        In
        meeting the requirements of this section (C), other than the provider contract
        requirements specified in paragraph (C)(3)(a) of this Article, the MA
        Organization may use—

      (i)
        Contractual arrangements;

      (ii)
        Insurance acceptable to CMS;

      (iii)
        Financial reserves acceptable to CMS; or

      (iv)
        Any
        other arrangement acceptable to CMS.
        [422.504(g)(3)]

       

      D.
        PROVIDER PROTECTIONS

      1.
        The MA
        Organization agrees to comply with all applicable provider requirements in
        42
        CFR Part 422 Subpart E, including provider certification requirements,
        anti-discrimination requirements, provider participation and consultation
        requirements, the prohibition on interference with provider advice, limits
        on
        provider indemnification, rules governing payments to providers, and limits
        on
        physician incentive plans.
        [422.504(a)(6)]

      2.
        Prompt
        Payment.

      (a)
        The
        MA Organization must pay 95 percent of "clean claims" within 30 days of receipt
        if they are submitted by, or on behalf of, an enrollee of a MA PFFS plan
        or are
        for claims for services that are not furnished under a written agreement
        between
        the organization and the provider.

      (i)
        The
        MA Organization must pay interest on clean claims that are not paid within
        30
        days in accordance with sections 1816(c)(2) and 1842(c)(2) of the
        Act.

      (ii)
        All
        other claims from non-contracted providers must be paid or denied within
        60
        calendar days from the date of the request. [422.520(a)]

      (b)
        Contracts, deemed contracts, or other written agreements between the MA
        Organization and its providers must contain a prompt payment provision, the
        terms of which are developed and agreed to by both the MA Organization and
        the
        relevant provider.
        [422.520(b)]

      (c)
        If
        CMS determines, after giving notice and opportunity for hearing, that the
        MA
        Organization has failed to make payments in accordance with subparagraph
        (2)(a)
        of this section, CMS may provide—

      (i)
        For
        direct payment of the sums owed to providers; and

      (ii)
        For
        appropriate reduction in the amounts that would otherwise be paid to the
        MA
        Organization, to reflect the amounts of the direct payments and the cost
        of
        making those payments.
        [422.520(c)]

       

      3.
        Payment
        Rates:

      (a)
        The
        MA Organization shall make payments to providers according to the requirements
        of §422.114.

      (b)
        CMS
        and the MA Organization shall reach agreement, on or before the effective
        date
        of this contract, on provider payment methodologies, which shall include
        provider payment proxies, also described as estimated Original Medicare payment
        amounts.

      (c)
        The
        MA Organization agrees to implement revised provider payment schedules on
        the
        same date that such changes are required of contractors administering the
        Original Medicare benefit.

       

       

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      (d)
        The
        MA Organization agrees that it ; shall revise its provider payment schedule
        to
        reflect the requirements of legislative or regulatory changes made during
        the
        term of this contract. Also, the MA Organization agrees that CMS may require
        the
        MA Organization to revise its provider payment schedule if CMS determines
        that
        the existing schedule does not comply with the provisions of
§422.114(a)(2).
        [422.114]

      (e)
        The
        MA Organization agrees that it shall establish and maintain a payment appeal
        system under which MA plan providers may have their payment claims reviewed
        in
        the event that the provider believes he was paid less than he would have
        been
        paid under Original Medicare. Under such a system, if a provider reasonably
        demonstrates that they have not received proper payment, the MA Organization
        shall pay the provider the difference between what the provider had received
        and
        what he would have received under Original Medicare.

      (f)
        The
        MA Organization agrees to make its provider payment schedule available to
        the
        public in such a manner as to allow providers a reasonable opportunity to
        be
        informed about payment methodologies under the MA plan. This includes posting
        the schedule on a Web site maintained by the Organization.

       

      E.
        QUALITY REQUIREMENTS 

       

      The
        MA
        Organization agrees to comply with quality requirements as described in
§422.152(f).

       

      F.
        COMPLIANCE PLAN

      The
        MA
        Organization agrees to implement a compliance plan in accordance with the
        requirements of §422.503(b)(4)(vi).
        (422.503(b)(4)(vi)]

       

      G.
        COMPLIANCE DEEMED ON THE BASIS OF ACCREDITATION: CMS may deem the MA
        Organization to have met the quality improvement requirements of§1852(e) of the
        Act and §422.152, the confidentiality and accuracy of enrollee records
        requirements of§1852(h) of the Act and §422.118, the anti-discrimination
        requirements of§1852(b) of the Act and §422.110, the access to services
        requirements of§1852(d) of the Act and §422.112, the advance directives
        requirements of§1852(i) of the Act and §422.128, the provider participation
        requirements of § 1852(J) of the Act and 42 CFR Part 422, Subpart F, and the
        applicable requirements described in §423.165, if the MA Organization is fully
        accredited (and periodically reaccredited) by a private, national accreditation
        organization approved by CMS and the accreditation organization used the
        standards approved by CMS for the purposes of assessing the MA Organization's
        compliance with Medicare requirements. The provisions of §422.156 shall govern
        the MA Organization's use of deemed status to meet MA program
        requirements.

       

      H.
        PROGRAM INTEGRITY

      1.
        The MA
        Organization agrees to provide notice based on best knowledge, information,
        and
        belief to CMS of any integrity items related to payments from governmental
        entities, both federal and state, for healthcare or prescription drug services.
        These items include any investigations, legal actions or matters subject
        to
        arbitration brought involving the MA Organization (or MA Organization's firm
        if
        applicable) and its subcontractors (excluding contracted network providers),
        including any key management or executive staff, or any major shareholders
        (5%
        or more), by a government agency (state or federal) on matters relating to
        payments from governmental entities, both federal and state, for healthcare
        and/or prescription drug services. 

       

      


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      In
        providing the notice, the sponsor shall keep the government informed of when
        the
        integrity item is initiated and when it is closed. Notice should be provided
        of
        the details concerning any resolution and monetary payments as well as any
        settlement agreements or corporate integrity agreements.

       

      2.
        The MA
        Organization agrees to provide notice based on best knowledge, information,
        and
        belief to CMS in the event the MA Organization or any of its subcontractors
        is
        criminally convicted or has a civil judgment entered against it for fraudulent
        activities or is sanctioned under any Federal program involving the provision
        of
        health care or prescription drug services.

       

      I.
        MARKETING

      1.
        The MA
        Organization may not distribute any marketing materials, as defined in 42
        CFR
        422.80(b) and in the Marketing Materials Guidelines for Medicare
        Advantage-Prescription Drug Plans and Prescription Drug Plans (Medicare
        Marketing Guidelines), unless they have been filed with and not disapproved
        by
        CMS in accordance with §422.80. The file and use process set out at
§422.80(a)(2) must be used, unless the MA organization notifies CMS that it
        will
        not use this process.

      2.
        CMS
        and the MA Organization shall agree upon language setting forth the benefits,
        exclusions and other language of the Plan. The MA Organization bears full
        responsibility for the accuracy of its marketing materials. CMS, in its sole
        discretion, may order the MA Organization to print and distribute the agreed
        upon marketing materials, in a format approved by CMS. The MA Organization
        must
        disclose the information to each enrollee electing a plan as outlined in
        42
        CFR422.111.

      3.
        The MA
        Organization agrees that any advertising material, including that labeled
        promotional material, marketing materials, or supplemental literature, shall
        be
        truthful and not misleading. All marketing materials must include the Contract
        number. All membership identification cards must include the Contract number
        on
        the front of the card.

      4.
        The MA
        Organization must comply with the Medicare Marketing Guidelines, as well
        as all
        applicable statutes and regulations, including and without limitation Section
        1851(h) of the Act and 42 CFR §§422.80, 422.111 and 423.50. Failure to comply
        may result in sanctions as provided in 42 CFR Part 422 Subpart 0.

       

      Article
        IV

       

      CMS
        Payment to MA Organization

       

      A.
        The MA
        Organization agrees to develop its annual benefit and price bid proposal
        and
        submit to CMS all required information on premiums, benefits, and cost sharing,
        as required under 42 CFR Part 422 Subpart F. [422.504(a)(10)]

       

      B.
        Methodology.
        CMS
        agrees to pay the MA Organization under this contract in accordance with
        the
        provisions of section 1853 of the Act and 42 CFR Part 422 Subpart
        G. [422.504(a)(9)]


       

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      C.
        Attestation of payment data (Attachments A, B, and C). 

      As
        a
        condition for receiving a monthly payment under paragraph B of this article,
        and
        42 CFR Part 422 Subpart G, the MA Organization agrees that its chief executive
        officer (CEO), or chief financial officer (CFO), or an individual delegated
        with
        the authority to sign on behalf of one of these officers, and who reports
        directly to such officer, must request payment under the contract on the
        forms
        attached as Attachment A (enrollment attestation) and Attachment B (risk
        adjustment data) hereto which attest to (based
        on best knowledge, information and belief, as of the date specified on the
        attestation form)
        the
        accuracy, completeness, and truthfulness of the data identified on these
        attachments. The Medicare Advantage Plan Attestation of Benefit Plan and
        Price
        must be signed and attached to the executed version of this
        contract.

      1.
        Attachment A requires that the CEO, or CFO, or an individual delegated with
        the
        authority to sign on behalf of one of these officers, and who reports directly
        to such officer, must attest based on best knowledge, information, and belief
        that each enrollee for whom the MA Organization is requesting payment is
        validly
        enrolled, or was validly enrolled during the period for which payment is
        requested, in an MA plan offered by the MA Organization. The MA Organization
        shall submit completed enrollment attestation forms to CMS, or its contractor,
        on a monthly basis. (NOTE: The forms included as attachments to this contract
        are for reference only. CMS will provide instructions for the completion
        and
        submission of the forms in separate documents. MA Organizations should not
        take
        any action on the forms until appropriate CMS instructions become
        available.)

      2.
        Attachment B requires that the CEO, or CFO, or an individual delegated with
        the
        authority to sign on behalf of one of these officers, and who reports directly
        to such officer, must attest
        to (based on best knowledge, information and belief, as of the date specified
        on
        the attestation form)
        that the
        risk adjustment data it submits to CMS under §422.310 are accurate, complete,
        and truthful. The MA Organization shall make annual attestations to this
        effect
        for risk adjustment data on Attachment B and according to a schedule to be
        published by CMS. If such risk adjustment data are generated by a related
        entity, contractor, or subcontractor of an MA Organization, such entity,
        contractor, or subcontractor must similarly attest
        to (based on best knowledge, information, and belief, as of the date specified
        on the attestation form)
        the
        accuracy, completeness, and truthfulness of the data. [422.504(1)]

      3.
        The
        Medicare Advantage Plan Attestation of Benefit Plan and Price (which is attached
        hereto) requires that the CEO, CFO, or an individual delegated with the
        authority to sign on behalf of one of these officers, and who reports directly
        to such officer, must attest (based
        on best knowledge, information and belief, as of the date specified on the
        attestation form)
        that the
        information and documentation comprising the bid submission proposal is
        accurate, complete, and truthful and fully conforms to the Bid Form and Plan
        Benefit Package requirements; and that the benefits described in the
        CMS-approved proposal bid submission agree with the benefit package the MA
        Organization will offer during the period covered by the proposal bid
        submission. This document is being sent separately to the MA Organization
        and
        must be signed and attached to the executed version of this contract, and
        is
        incorporated herein by reference. 

      [422.502(1)]

       

      


      


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      Article
        V


      MA
        Organization Relationship with Related Entities, Contractors, and
        Subcontractors

       

      A.
        All
        references to "contracts" and "contractors" in this Article shall include
        deemed
        contracts (where applicable) and deemed contract providers (where applicable)
        as
        defined in §422.216(f).

       

      B.
        Notwithstanding any relationship(s) that the MA Organization may have with
        related entities, contractors, or subcontractors, the MA Organization maintains
        full responsibility for adhering to and otherwise fully complying with all
        terms
        and conditions of its contract with CMS.
        [422.504(i)(l)]

       

      C.
        The MA
        Organization agrees to require all related entities, contractors, or
        subcontractors to agree that—

      1.
        HHS,
        the Comptroller General, or their designees have the right to inspect, evaluate,
        and audit any pertinent contracts, books, documents, papers, and records
        of the
        related entity(s), contractors), or subcontractors) involving transactions
        related to this contract; and

      2.
        HHS,
        the Comptroller General, or their designees have the right to inspect, evaluate,
        and audit any pertinent information for any particular contract period for
        10
        years from the final date of the contract period or from the date of completion
        of any audit, whichever is later.
        [422.504(i)(2)]

       

      D.
        The MA
        Organization agrees that all contracts or written arrangements into which
        the MA
        Organization enters with providers, related entities, contractors, or
        subcontractors (first tier and downstream entities) shall contain the following
        elements:

      1.
        Enrollee protection provisions that provide—

      (a)
        Consistent with Article III(C), arrangements that prohibit providers from
        holding an enrollee liable for payment of any fees that are the legal obligation
        of the MA Organization; and

      (b)
        Consistent with Article III(C), provision for the continuation of
        benefits.

      2.
        Accountability provisions that indicate that—

      (a)
        The
        MA Organization oversees and is accountable to CMS for any functions or
        responsibilities that are described in these standards; and

      (b)
        The
        MA Organization may only delegate activities or functions to a provider,
        related
        entity, contractor, or subcontractor in a manner consistent with requirements
        set forth at paragraph D of this article.

      3.
        A
        provision requiring that any services or other activity performed by a related
        entity, contractor or subcontractor in accordance with a contract or written
        agreement between the related entity, contractor, or subcontractor and the
        MA
        Organization will be consistent and comply with the MA Organization's
        contractual obligations to CMS.
        [422.504(i)(3)]

       

      E.
        If any
        of the MA Organization's activities or responsibilities under this contract
        with
        CMS is delegated to other parties, the following requirements apply to any
        related entity, contractor, subcontractor, or provider:

       

      1.
        Written arrangements must specify delegated activities and reporting
        responsibilities.

      
 

       

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      2.
        Written arrangements must either provide for revocation of the delegation
        activities and reporting requirements or specify other remedies in instances
        where CMS or the MA Organization determine that such parties have not performed
        satisfactorily.

      3.
        Written arrangements must specify that the performance of the parties is
        monitored by the MA Organization on an ongoing basis.

      4.
        Written arrangements must specify that either—

      (a)
        The
        credentials of medical professionals affiliated with the party or parties
        will
        be either reviewed by the MA Organization; or

      (b)
        The
        provider verification process will be reviewed and approved by the MA
        Organization and the MA Organization must audit the provider verification
        process on an ongoing basis. The provider verification process will consist,
        at
        a minimum, of ensuring that providers have a state license to operate and
        be
        eligible for payment by Medicare.

      5.
        All
        contracts or written arrangements must specify that the related entity,
        contractor, or subcontractor must comply with all applicable Medicare laws,
        regulations, and CMS instructions.
        [422.504(i)(4)]

       

      F.
        If the
        MA Organization delegates selection of the providers, contractors, or
        subcontractors to another organization, the MA Organization's written
        arrangements with that organization must state that the MA Organization retains
        the right to approve, suspend, or terminate any such arrangement.
        [422.504(i)(5)]

       

      Article
        VI

       

      Records
        Requirements

       

      A.
        MAINTENANCE OF RECORDS

      1.
        The MA
        Organization agrees to maintain for 10 years books, records, documents, and
        other

      evidence
        of accounting procedures and practices that—

      (a)
        Are
        sufficient to do the following:

      (i)
        Accommodate periodic auditing of the financial records (including data related
        to Medicare utilization, costs, and computation of the benefit and price
        bid) of
        the MA Organization.

      (ii)
        Enable CMS to inspect or otherwise evaluate the quality, appropriateness
        and
        timeliness of services performed under the contract, and the facilities of
        the
        MA Organization.

      (iii)
        Enable CMS to audit and inspect any books and records of the MA Organization
        that pertain to the ability of the organization to bear the risk of potential
        financial losses, or to services performed or determinations of amounts payable
        under the contract.

      (iv)
        Properly reflect all direct and indirect costs claimed to have been incurred
        and
        used in the preparation of the benefit and price bid proposal.

      (v)
        Establish component rates of the benefit and price bid for determining
        additional and supplementary benefits.

      (vi)
        Determine the rates utilized in setting premiums for State insurance agency
        purposes and for other government and private purchasers; and

      (b)
        Include at least records of the following:

      


       

      9

      



      (i)
        Ownership and operation of the MA Organization's financial, medical, and
        other
        record keeping systems.

      (ii)
        Financial statements for the current contract period and ten prior
        periods.

      (iii)
        Federal income tax or informational returns for the current contract period
        and
        ten prior periods.

      (iv)
        Asset acquisition, lease, sale, or other action.

      (v)
        Agreements, contracts (including, but not limitedto
        with
        related or unrelated prescription drug benefit managers) and
        subcontracts.

      (vi)
        Franchise, marketing, and management agreements.

      (vii)
        Schedules of charges for the MA Organization's fee-for-service
        patients.

      (viii)
        Matters pertaining to costs of operations.

      (ix)
        Amounts of income received, by source and payment.

      (x)
        Cash
        flow statements.

      (xi)
        Any
        financial reports filed with other Federal programs or State authorities.
        [422.504(d)]
        

       

      2.
        Access
        to facilities and records.
        The MA
        Organization agrees to the following:

      (a)
        The
        Department of Health and Human Services (HHS), the Comptroller General, or
        their
        designee may evaluate, through inspection or other means—

      (i)
        The
        quality, appropriateness, and timeliness of services furnished to Medicare
        enrollees under the contract;

      (ii)
        The
        facilities of the MA Organization; and

      (iii)
        The
        enrollment and disenrollment records for the current contract period and
        ten
        prior periods.

      (b)
        HHS,
        the Comptroller General, or their designees may audit, evaluate, or inspect
        any
        books, contracts, medical records, documents, papers, patient care
        documentation, and other records of the MA Organization, related entity,
        contractor (including deemed contract providers as defined in §422.216(f)),
        subcontractor, or its transferee that pertain to any aspect of services
        performed, reconciliation of benefit liabilities, and determination of amounts
        payable under the contract, or as the Secretary may deem necessary to enforce
        the contract.

      (c)
        The
        MA Organization agrees to make available, for the purposes specified in section
        (A) of this article, its premises, physical facilities and equipment, records
        relating to its Medicare enrollees, and any additional relevant information
        that
        CMS may require, in a manner that meets CMS record maintenance
        requirements.

      (d)
        HHS,
        the Comptroller General, or their designee's right to inspect, evaluate,
        and
        audit extends through 10 years from the final date of the contract period
        or
        completion of audit, whichever is later unless-

      (i)
        CMS
        determines there is a special need to retain a particular record or group
        of
        records for a longer period and notifies the MA Organization at least 30
        days
        before the normal disposition date;

      (ii)
        There has been a termination, dispute, or fraud or similar fault by the MA
        Organization, in which case the retention may be extended to 10 years from
        the
        date of any resulting final resolution of the termination, dispute, or fraud
        or
        similar fault; or

      (iii)
        HHS, the Comptroller General, or their designee determines that there is
        a
        reasonable possibility of fraud, in which case they may inspect, evaluate,
        and
        audit the MA Organization at any time.
        [422.504(e)]

       

      10

       

      



      B.
        REPORTING REQUIREMENTS

      1.
        The MA
        Organization shall have an effective procedure to develop, compile, evaluate,
        and report to CMS, to its enrollees, and to the general public, at the times
        and
        in the manner that CMS requires, and while safeguarding the confidentiality
        of
        the doctor-patient relationship, statistics and other information as described
        in the remainder of this section (B).
        (422.516(a)]

      2.
        The MA
        Organization agrees to submit to CMS certified financial information that
        must
        include the following:

      (a)
        Such
        information as CMS may require demonstrating that the organization has a
        fiscally sound operation, including:

      (i)
        The
        cost of its operations;

      (ii)
        A
        description, submitted to CMS annually and within 120 days of the end of
        the
        fiscal year, of significant business transactions (as defined in §422.500)
        between the MA Organization and a party in interest showing that the costs
        of
        the transactions listed in paragraph (2)(a)(v) of this section do not exceed
        the
        costs that would be incurred if these transactions were with someone who
        is not
        a party in interest; or

      (iii)
        If
        they do exceed, a justification that the higher costs are consistent with
        prudent management and fiscal soundness requirements.

      (iv)
        A
        combined financial statement for the MA Organization and a party in interest
        if
        either of the following conditions is met:

      (aa)
        Thirty-five percent or more of the costs of operation of the MA Organization
        go
        to a party in interest.

      (bb)
        Thirty-five percent or more of the revenue of a party in interest is from
        the MA
        Organization.
        (422.516(b)]

      (v)Requirements
        for combined financial statements.

      (aa)
        The
        combined financial statements required by paragraph (2)(a)(iv) must display
        in
        separate columns the financial information for the MA Organization and each
        of
        the parties in interest.

      (bb)
        Inter-entity transactions must be eliminated in the consolidated
        column.

      (cc)
        The
        statements must have been examined by an independent auditor in accordance
        with
        generally accepted accounting principles and must include appropriate opinions
        and notes.

      (dd)
        Upon
        written request from the MA Organization showing good cause, CMS may waive
        the
        requirement that the organization's combined financial statement include
        the
        financial information required in paragraph (2)(a)(v) with respect to a
        particular entity.
        [422.516(c)]

      (vi)
        A
        description of any loans or other special financial arrangements the MA
        Organization makes with contractors, subcontractors, and related
        entities.

      (b)
        Such
        information as CMS may require pertaining to the disclosure of ownership
        and
        control of the MA Organization.
        [422.504(f)(l)(ii)]

      (c)
        Patterns of utilization of the MA Organization's services.

      3.
        The MA
        Organization agrees to participate in surveys required by CMS and to submit
        to
        CMS all information that is necessary for CMS to administer and evaluate
        the
        program and to simultaneously establish and facilitate a process for current
        and
        prospective beneficiaries to exercise choice in obtaining Medicare services.
        This information includes, but is not limited to:

      (a)
        The
        benefits covered under the MA plan;

      (b)
        The
        MA monthly basic beneficiary premium and MA monthly supplemental beneficiary
        premium, if any, for the plan.

       

       

      11

       

      



      (c)
        The
        service area and continuation area, if any, of each plan and the enrollment
        capacity of each plan;

      (d)
        Plan
        performance indicators for the benefits under the plan including — (i)
        Disenrollment rates for Medicare enrollees electing to receive benefits through
        the plan
        for
        the previous 2 years;

      (ii)
        Information on Medicare enrollee satisfaction;

      (iii)
        The
        patterns of utilization of plan services;

      (iv)
        The
        availability, accessibility, and acceptability of the plan's
        services;

      (v)
        Information on health outcomes and other performance measures required by
        CMS;

      (vi)
        The
        recent record regarding compliance of the plan with requirements of this
        part,
        as determined
        by CMS; and

      (vii)
        Other information determined by CMS to be necessary to assist
        beneficiariesin
        making
        an
        informed choice among MA plans and traditional Medicare;

      (e)
        Information about beneficiary appeals and their disposition;

      (f)
        Information regarding all formal actions, reviews, findings, or other similar
        actions by States, other regulatory bodies, or any other certifying or
        accrediting organization;

      (g)
        Any
        other information deemed necessary by CMS for the administration or evaluation
        of the Medicare program. [422.504(f)(2)]

      4.
        The MA
        Organization agrees to provide to its enrollees and upon request, to any
        individual eligible to elect an MA plan, all informational requirements under
        §422.64 and, upon an enrollee's, request, the financial disclosure information
        required under §422.516.
        [422.504(f)(3)]

      5.
        Reporting
        and disclosure under ERISA.

      (a)
        For
        any employees' health benefits plan that includes an MA Organization in its
        offerings, the MA Organization must furnish, upon request, the information
        the
        plan needs to fulfill its reporting and disclosure obligations (with respect
        to
        the MA Organization) under the Employee Retirement Income Security Act of
        1974
        (ERISA).

      (b)
        The
        MA Organization must furnish the information to the employer or the employer's
        designee, or to the plan administrator, as the term "administrator" is defined
        in ERISA. [422.516(d)]

      6.
        Electronic
        communication.
        The MA
        Organization must have the capacity to communicate with CMS
        electronically.
        [422.504(b)]

      7.
        Risk
        Adjustment data. The MA Organization agrees to comply with the requirements
        in
§422.310 for submitting risk adjustment data to CMS.
        [422.504(a)(8)]

      


      


      Article
        VII 

      Renewal
        of the MA Contract

       

      A.
        Renewal
        of contract:
        In
        accordance with §422.505, following the initial contract period, this contract
        is renewable annually only if-

      (1)
        The
        MA Organization has not provided CMS with a notice of intention not to renew;
        [422.506(a)]

       

       

      12

       

      



      (2)
        CMS
        and the MA Organization reach'."agreement on the bid under 42 CFR Part 422
        Subpart F; and
        [422.505(d)]

       

      (3)
        CMS
        informs the MA Organization that it authorizes a renewal.

       

      B.
        Nonrenewal of contract

      (1)
        Nonrenewal by the Organization.

      (a)
        In
        accordance with §422.506, the MA Organization may elect not to renew its
        contract with CMS as of the end of the term of the contract for any reason,
        provided it meets the time frames for doing so set forth in subparagraphs
        (b)
        and (c) of this paragraph.

      (b)
        If
        the MA Organization does not intend to renew its contract, it must
        notify—

      (i)
        CMS,
        in writing, by the first Monday in June of the year in which the contract
        would
        end, pursuant to §422.506;

      (ii)
        Each
        Medicare enrollee, at least 90 days before the date on which the nonrenewal
        is
        effective. This notice must include a written description of all alternatives
        available for obtaining Medicare services within the service area including
        alternative MA plans, Medigap options, and original Medicare and prescription
        drug plans and must receive CMS approval prior to issuance.

      (iii)
        The
        general public, at least 90 days before the end of the current calendar year,
        by
        publishing a CMS-approved notice in one or more newspapers of general
        circulation in each community located in the MA Organization's service
        area.

      (c)
        CMS
        may accept a nonrenewal notice submitted after the applicable annual non-renewal
        notice deadline if—

      (i)
        The
        MA Organization notifies its Medicare enrollees and the public in accordance
        with subparagraph (l)(b)(ii) and (l)(b)(iii) of this section; and

      (ii)
        Acceptance is not inconsistent with the effective and efficient administration
        of the Medicare program.

      (d)
        If
        the MA Organization does not renew a contract under subparagraph (1), CMS
        will
        not enter into an MA contract with the Organization for 2 years from the
        date of
        contract separation unless there are special circumstances that warrant special
        consideration, as determined by CMS. [422.506(a)]

      (2)
        CMS
        decision not to renew.

      (a)
        CMS
        may elect not to authorize renewal of a contract for any of the following
        reasons:

      (i)
        The
        MA Organization's level of enrollment, growth in enrollment, or insufficient
        number of contracted providers is determined by CMS to threaten the viability
        of
        the organization under the MA program and or be an indicator of beneficiary
        dissatisfaction with the MA plan(s) offered by the organization.

      (ii)
        For
        any of the reasons listed in §422.510(a) [Article VIII, section (B)(l)(a) of
        this contract], which would also permit CMS to terminate the
        contract.

      (iii)
        The
        MA Organization has committed any of the acts in §422.752(a) that would support
        the imposition of intermediate sanctions or civil money penalties under 42
        CFR
        Part 422 Subpart 0.

      (iv)
        The
        MA Organization did not submit a benefit and price bid or the benefit and
        price
        bid was not acceptable.

       

       

      13

       

      



      (b)
        Notice.
        CMS
        shall provide notice of "its decision whether to authorize renewal of the
        contract as follows:

      (i)
        To
        the MA Organization by May 1 of the contract year, except in the event of
        (2)(a)(iv) above, for which notice will be sent by September 1.

      (ii)
        To
        the MA Organization's Medicare enrollees by mail at least 90 days before
        the end
        of the current calendar year.

      (iii)
        To
        the general public at least 90 days before the end of the current calendar
        year,
        by publishing a notice in one or more newspapers of general circulation in
        each
        community or county located in the MA Organization's service area.

      (c)
        Notice
        of appeal rights.
        CMS
        shall give the MA Organization written notice of its right to reconsideration
        of
        the decision not to renew in accordance with §422.644. [422.506(b)]

       

       

      Article
        VIII

       

      Modification
        or Termination of the Contract

       

      A.
        Modification or Termination of Contract by Mutual Consent

       

      1.
        This
        contract may be modified or terminated at any time by written mutual
        consent.

      (a)
        If
        the contract is modified by written mutual consent, the MA Organization must
        notify its Medicare enrollees of any changes that CMS determines are appropriate
        for notification within time frames specified by CMS. [422.508(a)(2)]

      (b)
        If
        the contract is terminated by written mutual consent, except as provided
        in
        section (A)(2) of this Article, the MA Organization must provide notice to
        its
        Medicare enrollees and the general public as provided in section B(2)(b)(ii)
        and
        B(2)(b)(iii) of this Article.
        [422.508(a)(l)]

      2.
        If
        this contract is terminated by written mutual consent and replaced the day
        following such termination by a new MA contract, the MA Organization is not
        required to provide the notice specified in section B of this article.
[422.508(b)]

       

      B.
        Termination of the Contract by CMS or the MA Organization 1. Termination
        by CMS.

      (a)
        CMS
        may terminate a contract for any of the following reasons:

      (i)
        The
        MA Organization has failed substantially to carry out the terms of its contract
        with CMS.

      (ii)
        The
        MA Organization is carrying out its contract with CMS in a manner that is
        inconsistent with the effective and efficient implementation of 42 CFR Part
        422.

      (iii)
        CMS
        determines that the MA Organization no longer meets the requirements of 42
        CFR
        Part 422 for being a contracting organization.

      (iv)
        There is credible evidence that the MA Organization committed or participated
        in
        false, fraudulent or abusive activities affecting the Medicare program,
        including submission of false or fraudulent data.

      (v)
        The
        MA Organization experiences financial difficulties so severe that its ability
        to
        make necessary health services available is impaired to the point of posing
        an
        imminent and serious risk to the health of its enrollees, or otherwise fails
        to
        make services available to the extent that such a risk to health
        exists.

       

      14

       

      



      (vi)
        The
        MA Organization substantially fails to comply with the requirements in 42
        CFR
        Part 422 Subpart M relating to grievances and appeals.

      (vii)
        The
        MA Organization fails to provide CMS with valid risk adjustment data as required
        under §422.310 and 423.329(b)(3).

      (viii)
        The MA Organization substantially fails to comply with the prompt payment
        requirements in §422.520.

      (ix)
        The
        MA Organization substantially fails to comply with the service access
        requirements in §422.114.

      (x)
        The
        MA Organization fails to comply with the requirements of §422.208 regarding
        physician incentive plans.

      (xi)
        The
        MA Organization substantially fails to comply with the marketing requirements
        in
§422.80.

      (b)
        Notice.
        If CMS
        decides to terminate a contract for reasons other than the grounds specified
        in
        section (B)(l)(a) above, it will give notice of the termination as
        follows:

      (i)
        CMS
        will notify the MA Organization in writing 90 days before the intended date
        of
        the termination.

      (ii)
        The
        MA Organization will notify its Medicare enrollees of the termination by
        mail at
        least 30 days before the effective date of the termination.

      (iii)
        The
        MA Organization will notify the general public of the termination at least
        30
        days before the effective date of the termination by publishing a notice
        in one
        or more newspapers of general circulation in each community or county located
        in
        the MA Organization's service area.

      (c)
        Immediate
        termination of contract by CMS.

      (i)
        For
        terminations based on violations prescribed in paragraph (B)(l)(a)(v) of
        this
        article, CMS will notify the MA Organization in writing that its contract
        has
        been terminated effective the date of the termination decision by CMS. If
        termination is effective in the middle of a month, CMS has the right to recover
        the prorated share of the capitation payments made to the MA Organization
        covering the period of the month following the contract
        termination.

      (ii)
        CMS
        will notify the MA Organization's Medicare enrollees in writing of CMS' decision
        to terminate the MA Organization's contract. This notice will occur no later
        than 30 days after CMS notifies the plan of its decision to terminate this
        contract. CMS will simultaneously inform the Medicare enrollees of alternative
        options for obtaining Medicare services, including alternative MA Organizations
        in a similar geographic area and original Medicare.

      (iii)
        CMS
        will notify the general public of the termination no later than 30 days after
        notifying the MA Organization of CMS' decision to terminate this contract.
        This
        notice will be published in one or more newspapers of general circulation
        in
        each community or county located in the MA Organization's service
        area.

      (d)
        Corrective
        action plan

      (i)
        General.
        Before
        terminating a contract for reasons other than the grounds specified in section
        (B)(l)(a)(v) of this article, CMS will provide the MA Organization with
        reasonable opportunity, not to exceed time frames specified at 42 CFR Part
        422
        Subpart N, to develop and receive CMS approval of a corrective action plan
        to
        correct the deficiencies that are the basis of the proposed
        termination.

       

      15

       

      



      (ii)
        Exception.
        If a
        contract is terminated under section (B)(l)(a)(v) of this article, the MA
        Organization will not have the opportunity to submit a corrective action
        plan.

      (e)
        Appeal
        rights.
        IfCMS
        decides to terminate this contract, it will send written notice to the MA
        Organization informing it of its termination appeal rights in accordance
        with 42
        CFR Part 422 SubpartN.
        [422.510] 

      2.
        Termination by the MA Organization

      (a)
        Cause
        for termination.
        The MA
        Organization may terminate this contract if CMS fails to substantially carry
        out
        the terms of the contract.

      (b)
        Notice.
        The MA
        Organization must give advance notice as follows:

      (i)
        To
        CMS, at least 90 days before the intended date of termination. This notice
        must
        specify the reasons why the MA Organization is requesting contract
        termination.

      (ii)
        To
        its Medicare enrollees, at least 60 days before the termination effective
        date.
        This notice must include a written description of alternatives available
        for
        obtaining Medicare services within the service area, including alternative
        MA
        and MA-PD plans, PDP plans, Medigap options, and original Medicare and must
        receive CMS approval.

      (iii)
        To
        the general public at least 60 days before the termination effective date
        by
        publishing a CMS-approved notice in one or more newspapers of general
        circulation in each community or county located in the MA Organization's
        geographic area.

      c)
        Effective
        date of termination.
        The
        effective date of the termination will be determined by CMS and will be at
        least
        90 days after the date CMS receives the MA Organization's notice of intent
        to
        terminate.

      (d)
        CMS'
        liability.
        CMS*
        liability for payment to the MA Organization ends as of the first day of
        the
        month after the last month for which the contract is in effect, but CMS shall
        make payments for amounts owed prior to termination but not yet
        paid.

      (e)
        Effect
        of termination by the organization.
        CMS will
        not enter into an agreement with the MA Organization for a period of two
        years
        from the date the Organization has terminated this contract, unless there
        are
        circumstances that warrant special consideration, as determined by CMS.
[422.512]

       

      Article
        IX 

      Restrictions
        on Use of Data

       

      The
        MA
        Organization agrees that its use of the data it is authorized to collect
        to
        carry out the terms of this contract shall be used exclusively for the purpose
        of operating its MA private fee-for-service plan. The MA Organization may
        not
        use data collected under this contract in the operation of any other line
        of
        business offered by the MA Organization or its related entities, contractors,
        or
        subcontractors.

       

      16

       

      



      Article
        X


      Requirements
        of Other Laws and Regulations

       

      A.
        The MA
        Organization agrees to comply with-

      (1)
        Federal laws and regulations designed to prevent or ameliorate fraud, waste,
        and
        abuse, including, but not limited to, applicable provisions of Federal criminal
        law, the False Claims Act (31 USC 3729 et seq.), and the anti-kickback statute
        (section 1128B(b) of the Act): and

      (2)
        HIPAA
        administrative simplification rules at 45 CFR Parts 160, 162, and 164.
[422.504(h)]

       

      B.
        The MA
        Organization maintains ultimate responsibility for adhering to and otherwise
        fully complying with all terms and conditions of its contract with CMS,
        notwithstanding any relationship(s) that the MA organization may have with
        related entities, contractors, or subcontractors. [422.504(i)]

       

      C.
        In the
        event that any provision of this contract conflicts with the provisions of
        any
        statute or regulation applicable to an MA Organization, the provisions of
        the
        statute or regulation shall have full force and effect.

       

      Article
        XI Severability

       

      The
        MA
        Organization agrees that, upon CMS' request, this contract will be amended
        to
        exclude any MA plan or State-licensed entity specified by CMS, and a separate
        contract for any such excluded plan or entity will be deemed to be in place
        when
        such a request is made.
        [422.504(k)]

      


      Article
        XI Miscellaneous

       

      A.
        Definitions. Terms not otherwise defined in this contract shall have the
        meaning
        given to such terms in 42 CFR Part 422.

      B.
        Alteration to Original Contract Terms. The MA Organization agrees that it
        has
        not altered in any way the terms of this contract presented for signature
        by
        CMS. The MA Organization agrees that any alterations to the original text
        the MA
        Organization may make to this contract shall not be binding on the
        parties.

      C.
        Approval to Begin Marketing and Enrollment. The MA Organization agrees that
        it
        must complete CMS operational requirements prior to receiving CMS approval
        to
        begin Part C marketing and enrollment activities. Such activities include,
        but
        are not limited to, establishing and successfully testing connectivity with
        CMS
        systems to process enrollment applications (or contracting with an entity
        qualified to perform such functions on the MA Organization's Sponsor's behalf)
        and successfully demonstrating capability to submit accurate and timely
        price

       

      17

       

      



      comparison
        data. To establish and successfully te'st connectivity, the MA Organization
        must, 

      1)
        establish and test physical connectivity to the CMS data center, 2) acquire
        user
        identifications and
        passwords, 3) receive, store, and maintain data necessary to perform enrollments
        and send and
        receive transactions to and from CMS, and 4) check and receive transaction
        status information.

      D.
        Incorporation of Applicable Addenda. All addenda checked off and initialed
        on
        the cover sheet
        of
        this contract by the MA Organization are hereby incorporated by
        reference.

       

      18

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      In
        witness whereof, the parties hereby execute this contract. FOR THE MA
        ORGANIZATION

      


      
        	
                Todd
                  S. Farha 

                Printed
                  Name

              	
                President
                  and CEO

                Title

                 

              
	
                /s/
                  Todd S. Farha 

                Signature

              	
                9/14/06

                Date

                 

              
	
                Stone
                  Harbor Ins. Co.

                Organization

              	
                8735
                  Henderson Rd Tampa, FL 33634

                Address

              
	 	 
	
                 

                 

                 

                 

                FOR
                  THE CENTERS FOR MEDICARE & MEDICAID SERVICES

              
	
                 

                /s/ 
                  David Lewis   

                David
                  A. Lewis

                Acting
                  Director

                Medicare
                  Advantage Group

                Center
                  for Beneficiary Choices

              	
                 

                9/29/06

                Date

              


      

      


       

      19

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        A

       

      ATTESTATION
        OF ENROLLMENT INFORMATION RELATING TO CMS PAYMENT TO A MEDICARE ADVANTAGE
        ORGANIZATION

       

      Pursuant
        to the contract(s) between the Centers for Medicare & Medicaid Services
        (CMS) and (INSERT
        NAME OF MA ORGANIZATION),
        hereafter referred to as the MA Organization, governing the operation of
        the
        following Medicare Advantage plans (INSERT
        PLAN IDENTIFICATION NUMBERS HERE),
        the MA
        Organization hereby requests payment under the contract, and in doing so,
        makes
        the following attestation concerning CMS payments to the MA Organization.
        The MA
        Organization acknowledges that the information described below directly affects
        the calculation of CMS payments to the MA Organization and that
        misrepresentations to CMS about the accuracy of such information may result
        in
        Federal civil action and/or criminal prosecution. This attestation shall
        not be
        considered a waiver of the MA Organization's right to seek payment adjustments
        from CMS based on information or data which does not become available until
        after the date the MA Organization submits this attestation.

       

      1.
        The MA
        Organization has reported to CMS for the month of (INDICATE MONTH AND
        YEAR)
        all new
        enrollments, disenrollments, and changes in enrollees' institutional status
        with
        respect to the above-stated MA plans. Based on best knowledge, information,
        and
        belief, all information submitted to CMS in this report is accurate, complete,
        and truthful.

       

      2.
        The MA
        Organization has reviewed the CMS monthly membership report and reply listing
        for the month offINDICATE MONTH AND YEAR) for the above-stated MA plans and
        has
        reported to CMS any discrepancies between the report and the MA Organization's
        records. For those portions of the monthly membership report and the reply
        listing to which the MA Organization raises no objection, the MA Organization,
        through the certifying CEO/CFO, will be deemed to have attested, based on
        best
        knowledge, information, and belief, as of the date indicated below, to their
        accuracy, completeness, and truthfulness.

      


      


      


      To
        be
        signed monthly by CFO

      (INDICATE
        TITLE [CEO or CFO, or person delegated to sign for either officer])

       

      (INDICATE
        MA ORGANIZATION)

       

      


       

      20

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      ATTACHMENT
        B

       

      ATTESTATION
        OF RISK ADJUSTMENT DATA INFORMATION RELATING TO CMS PAYMENT TO A MEDICARE
        ADVANTAGE ORGANIZATION

       

      Pursuant
        to the contract(s) between the Centers for Medicare & Medicaid Services
        (CMS) and (INSERT
        NAME OF MA ORGANIZATION),
        hereafter referred to as the MA Organization, governing the operation of
        the
        following Medicare Advantage plans (INSERT
        PLAN IDENTIFICATION NUMBERS HERE),
        the MA
        Organization hereby requests payment under the contract, and in doing so,
        makes
        the following attestation concerning CMS payments to the MA Organization.
        The MA
        Organization acknowledges that the information described below directly affects
        the calculation of CMS payments to the MA Organization or additional benefit
        obligations of the MA Organization and that misrepresentation to CMS about
        the
        accuracy of such information may result in Federal civil action and/or criminal
        prosecution.

       

      The
        MA
        Organization has reported to CMS for the period of (INDICATE DATES) all
        (INDICATE TYPE OF DATA-INPATIENT
        HOSPITAL. OUTPATIENT HOSPITAL. OR PHYSICIAN)
        risk
        adjustment data available to the MA Organization with respect to the
        above-stated MA plans. Based on best knowledge, information, and belief that,
        as
        of the date indicated below, all information submitted to CMS in this report
        is
        accurate, complete, and truthful.

      


      


      


      


      To
        be
        signed monthly by CFO 

      (INDICATE
        TITLE (CEOor
        CFO,
        or person delegated to sign for either officer]) 

       

      (INDICATE
        MA ORGANIZATION)

      


      


       

      


      


      21

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [SAMPLE
        - DO NOT USE
        - THIS DOCUMENT WILL BE
        SENT
        DIRECTLY TO THE MAO THROUGH HPMS] ATTACHMENT
        C
        -
        Medicare Advantage Plan Attestation of Benefit Plan and Price

      


      <Legal
        Entity Name>

      <Contract
        #>

      


      Date:
        <XX/XX/XXXX>

       

      I
        attest
        that the following plan numbers as established in the final Plan Benefit
        Package
        (PBP) will be operated by the above-stated organization and made available
        to
        eligible Medicare beneficiaries in the approved service area during program
        year
        2007.

       

      
        	
                 

                Plan

                 

                ID

              	
                 

                Segment
                  

                 

                ID

              	
                 

                Version

              	
                 

                Plan
                  Name

              	
                 

                Plan
                  Type

              	
                 

                Transaction
                  

                 

                Type

              	
                 

                MA
                  

                 

                Premium

              	
                 

                Part
                  D Premium

              	
                 

                CMS
                  

                 

                Approval
                  

                 

                Date

              	
                 

                Effective
                  Date

              
	
                 

                <xxx>

              	
                 

                <x>

              	
                 

                <x>

              	
                 

                <Plan
                  Name>

              	
                 

                <Plan
                  Type>

              	
                 

                <Transaction
                  Type>

              	
                 

                $<Plan
                  Premium>

              	
                 

                $<Part
                  D Premium>

              	
                 

                <xx/xx/xx>

              	
                 

                <xx/xx/xx>

              
	
                 

                <xxx>

              	
                 

                <x>

              	
                 

                <x>

              	
                 

                <Plan
                  Name>

              	
                 

                <Plan
                  Type>

              	
                 

                <Transaction
                  Type>

              	
                 

                $<Plan
                  Premium>

              	
                 

                $<Part
                  D Premium>

              	
                 

                <xx/xx/xx>

              	
                 

                <xx/xx/xx>

              
	
                 

                <xxx>

              	
                 

                <x>

              	
                 

                <x>

              	
                 

                <Plan
                  Name>

              	
                 

                <Plan
                  Type>

              	
                 

                <Transaction
                  Type>

              	
                 

                $<Plan
                  Premium>

              	
                 

                $<Part
                  D Premium>

              	
                 

                <xx/xx/xx>

              	
                 

                <xx/xx/xx>

              


      

      


      


      
        	
                CEO

              	 	
                CFO

              	 
	 	 	 	 
	
                <Name
                  of CEO>

              	
                Date

              	
                <Name
                  of CEO>

              	
                Date

              
	
                <Title>

              	 	
                <Title>

              	 
	
                <Address
                  1>

              	 	
                <Address
                  1>

              	 
	
                <Address
                  2>

              	 	
                <Address
                  2>

              	 
	
                <City,
                  State Zip>

              	 	
                <City,
                  State Zip>

              	 
	
                <Phone
                  #>

              	 	
                <Phone
                  #>

              	 


      

      


      


      


      


       

      22

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ADDENDUM
        TO MEDICARE MANAGED CARE CONTRACT PURSUANT TO SECTIONS 1860D-1 THROUGH 1860D-42
        OF THE SOCIAL SECURITY ACT FOR THE OPERATION OF A VOLUNTARY MEDICARE
        PRESCRIPTION DRUG PLAN

       

      The
        Centers for Medicare & Medicaid Services (hereinafter referred to as "CMS")
        and Stone
        Harbor Insurance Co.  managed
        care organization (hereinafter referred to as the MA-PD Sponsor) agree to
        amend
        the contract (INSERT
        "H" OR "R" NUMBER)
        governing the MA-PD Sponsor's operation of a Part C plan described in Section
        1851(a)(2)(A) of the Social Security Act (hereinafter referred to as "the
        Act")
        or a Medicare cost plan to include this addendum under which the MA-PD Sponsor
        shall operate a Voluntary Medicare Prescription Drug Plan pursuant to sections
        1860D-1 through 1860D-42 (with the exception of section 1860D-22 and 1860D-31)
        of the Act.

       

      This
        addendum is made pursuant to Subpart L of 42 CFR Part 417 (in the case of
        cost
        plan sponsors offering a Part D benefit) and Subpart K of 42 CFR Part 422
        (in
        the case of an MA-PD Sponsor offering a Part C plan).

       

      NOTE:
        For
        purposes of this addendum, unless otherwise noted, reference to an "MA-PD
        Sponsor" or "MA-PD Plan" is deemed to include a cost plan sponsor or a MA
        private fee-for-service contractor offering a Part D benefit.

       

      1

       


      Article
        I 

      Medicare
        Voluntary Prescription Drug Benefit

       

      A.
        The
        MA-PD Sponsor agrees to operate one or more Medicare Voluntary Prescription
        Drug
        Plans as described in its application and related materials, including but
        not
        limited to all the attestations contained therein and all supplemental guidance,
        for Medicare approval and in compliance with the provisions of this addendum,
        which incorporates in its entirety the Solicitation
        For Applications for New Medicare Advantage Prescription Drug Plan (MA-PD)
        Sponsors, released on January 24. 2006 [applicable
        to Medicare Part C contractors] or the Solicitation
        for Applications for New
        Cost
        Plan Sponsors, released on January 24., 2006 [applicable to Medicare cost
        plan
        contractors] (hereinafter collectively referred to as "the addendum"). The
        MA-PD
        Sponsor also agrees to operate in accordance with the regulations at 42 CFR
        §423.1 through 42 CFR §423.910 (with the exception of Subparts Q, R, and S),
        sections 1860D-1 through 1860D-42 (with the exception of sections 1860D-22(a)
        and 1860D-31) of the Social Security Act, and the applicable solicitation
        identified above, as well as all other applicable Federal statutes, regulations,
        and policies. This addendum is deemed to incorporate any changes that are
        required by statute to be implemented during the term of this addendum and
        any
        regulations or policies implementing or interpreting such statutory
        provisions.

       

      B.
        CMS
        agrees to perform its obligations to the MA-PD Sponsor consistent with the
        regulations at 42 CFR §423.1 through 42 CFR §423.910 (with the exception of
        Subparts Q, R, and S), sections 1860D-1 through 1860D-42 (with the exception
        of
        sections 1860D-22(a) and 1860D-31) of the Social Security Act, and the
        applicable solicitation, as well as all other applicable Federal statutes,
        regulations, and policies.

       

      C.
        CMS
        agrees that it will not implement, other than at the beginning of a calendar
        year, regulations under 42 CFR Part 423 that impose new, significant regulatory
        requirements on the MA-PD Sponsor. This provision does not apply to new
        requirements mandated by statute.

       

      D.
        This
        addendum is in no way intended to supersede or modify 42 CFR, Parts 417,
        422 or
        423. Failure to reference a regulatory requirement in this addendum does
        not
        affect the applicability of such requirements to the MA-PD Sponsor and
        CMS.

       

      Article
        II

      Functions
        to be Performed by the MA-PD Sponsor

       

      A.
        ENROLLMENT

       

      1.
        MA-PD
        Sponsor agrees to enroll in its MA-PD plan only Part D-eligible

      beneficiaries
        as they are defined in 42 CFR §423.30(a) and who have elected to enroll in MA-PD
        Sponsor's Part Cor
        Section
        1876 benefit.

      


       

      


      2


      



      2.
        If the
        MA-PD Sponsor is a cost plan- sponsor, the MA-PD Sponsor acknowledges that
        its
        Section 1876 plan enrollees are not required to elect enrollment in its Part
        D
        plan.

       

      B.
        PRESCRIPTION DRUG BENEFIT

      1.
        MA-PD
        Sponsor agrees to provide the required prescription drug coverage as defined
        under 42 CFR §423.100 and, to the extent applicable, supplemental benefits as
        defined in 42 CFR §423.100 and in accordance with Subpart C of 42 CFR Part 423.
        MA-PD Sponsor also agrees to provide Part D benefits as described in the
        MA-PD
        Sponsor's Part D bid(s) approved each year by CMS (and in the Attestation
        of
        Benefit Plan and Price, attached hereto).


      2.
        MA-PD
        Sponsor agrees to calculate and collect beneficiary Part D premiums in
        accordance with 42 CFR §§423.286 and 423.293.

      3.
        If the
        MA-PD Sponsors is a cost plans sponsor, it acknowledge that its Part D benefit
        is offered as an optional supplemental service in accordance with 42 CFR
        §417.440(b)(2)(ii).

       

      C.
        DISSEMINATION OF PLAN INFORMATION

       

      1.
        MA-PD
        Sponsor agrees to provide the information required in 42 CFR
§423.48.

       

      2.
        MA-PD
        Sponsor agrees to disclose information related to Part D benefits to
        beneficiaries in the manner and the form specified by CMS under 42 CFR §§423.128
        and 423.50 and in the "Marketing Materials Guidelines for Medicare
        Advantage-Prescription Drug Plans (MA-PDs) and Prescription Drug Plans
        (PDPs)."

       

      3.
        MA-PD
        Sponsor certifies that all materials it submits to CMS under the File and
        Use
        Certification authority described in the Marketing Materials Guidelines are
        accurate, truthful, not misleading, and consistent with CMS marketing
        guidelines.

       

      D.
        QUALITY ASSURANCE/UTILIZATION MANAGEMENT

       

      MA-PD
        Sponsor agrees to operate quality assurance, cost, and utilization management,
        medication therapy management programs, and support electronic prescribing
        in
        accordance with Subpart D of 42 CFR Part 423.

       

      E.
        APPEALS AND GRIEVANCES

       

      MA-PD
        Sponsor agrees to comply with all requirements in Subpart M of 42 CFR Part
        423
        governing coverage determinations, grievances and appeals, and formulary
        exceptions. MA-PD Sponsor acknowledges that these requirements are separate
        and
        distinct from the appeals and grievances requirements applicable to the MA-PD
        Sponsor through the operation of its Part C or cost plan benefits.

       

      


       

      3

       

      



      F.
        PAYMENT TO MA-PD SPONSOR

       

      1.
        MA-PD
        Sponsor and CMS agree that payment paid for Part D services under the addendum
        will be governed by the rules in Subpart G of 42 CFR Part 423.

       

      2.
        If the
        MA-PD Sponsor is participating in the Part D Reinsurance Payment

      Demonstration,
        described in 70 FR 9360 (Feb. 25, 2005), it affirms that it will not seek
        payment under the demonstration for services provided to employer group
        enrollees.

       

      G.
        BID
        SUBMISSION AND REVIEW

       

      If
        the
        MA-PD Sponsor intends to participate in the Part D program for the future
        year,
        MA-PD Sponsor agrees to submit a future year's Part D bid, including all
        required information on premiums, benefits, and cost-sharing, by the applicable
        due date, as provided in Subpart F of 42 CFR Part 423 so that CMS and the
        MA-PD
        Sponsor may conduct negotiations regarding the terms and conditions of the
        proposed bid and benefit plan renewal. MA-PD Sponsor acknowledges that failure
        to submit a timely bid under this section may affect the sponsor's ability
        to
        offer a Part C plan, pursuant to the provisions of 42 CFR
§422.4(c).

       

      H.
        COORDINATION WITH OTHER PRESCRIPTION DRUG COVERAGE

       

      1.
        MA-PD
        Sponsor agrees to comply with the coordination requirements with State Pharmacy
        Assistance Programs (SPAPs) and plans that provide other prescription drug
        coverage as described in Subpart J of 42 CFR Part 423.

       

      2.
        MA-PD
        Sponsor agrees to comply with Medicare Secondary Payer procedures as stated
        in
        42 CFR §423.462.

       

      I.
        SERVICE AREA AND PHARMACY ACCESS

       

      1.
        The
        MA-PD Sponsor agrees to provide Part D benefits in the service area for which
        it
        has been approved by CMS to offer Part C or cost plan benefits utilizing
        a
        pharmacy network and formulary approved by CMS that meet the requirements
        of 42
        CFR §423.120.

       

      2.
        The
        MA-PD Sponsor agrees to ensure adequate access to Part D-covered drugs at
        out-
        of-network pharmacies according to 42 CFR §423.124.

       

      3.
        MA-PD
        Sponsor agrees to provide benefits by means of point-of-service systems to
        adjudicate prescription drug claims in a timely and efficient manner in
        compliance with CMS standards, except when necessary to provide access in
        underserved areas, I/T/U pharmacies (as defined in 42 CFR §423.100), and
        long-term care pharmacies (as defined in 42 CFR §423.100).

      


       

      4

      



      4.
        MA-PD
        Sponsor agrees to contract with any pharmacy that meets the MA-PD Sponsor's
        reasonable and relevant standard terms and conditions. If MA-PD Sponsor has
        demonstrated that it historically fills 98% or more of its enrollees'
        prescriptions at pharmacies owned and operated by the MA-PD Sponsor (or presents
        compelling circumstances that prevent the sponsor from meeting the 98% standard
        or demonstrates that its Part D plan design will enable the sponsor to meet
        the
        98% standard during the contract year), this provision does not apply to
        MA-PD
        Sponsor's plan.

       

      5.
        The
        provisions of 42 CFR §423.120(a) concerning the TRICARE retail pharmacy access
        standard do not apply to MA-PD Sponsor if the Sponsor has demonstrated to
        CMS
        that it historically fills more than 50% of-its enrollees' prescriptions
        at
        pharmacies owned and operated by the MA-PD Sponsor. MA-PD Sponsors excused
        from
        meeting the TRICARE standard are required to demonstrate retail pharmacy
        access
        that meets the requirements of 42 CFR §422.112 for a Part C contractor and 42
        CFR §417.416(e) for a cost plan contractor.

       

      J.
        COMPLIANCE PLAN/PROGRAM INTEGRITY

       

      MA-PD
        Sponsor agrees that it will develop and implement a compliance plan that
        applies
        to its Part D-related operations, consistent with 42 CFR
§423.504(b)(4)(vi).

       

      K.
        LOW-INCOME SUBSIDY

       

      MA-PD
        Sponsor agrees that it will participate in the administration of subsidies
        for
        low-income individuals according to Subpart P of 42 CFR Part 423.

       

      L.
        BENEFICIARY FINANCIAL PROTECTIONS

       

      The
        MA-PD
        Sponsor agrees to afford its enrollees protection from liability for payment
        of
        fees that are the obligation of the MA-PD Sponsor in accordance with 42 CFR
        §423.505(g).

       

      M.
        RELATIONSHIP WITH RELATED ENTITIES, CONTRACTORS, AND SUBCONTRACTORS

       

      1.
        The
        MA-PD Sponsor agrees that it maintains ultimate responsibility for adhering
        to
        and otherwise fully complying with all terms and conditions of this
        addendum.

       

      2.
        The
        MA-PD Sponsor shall ensure that any contracts or agreements with

      subcontractors
        or agents performing functions on the MA-PD Sponsor's behalf related to the
        operation of the Part D benefit are in compliance with 42 CFR
§423.505(i).

      


      


      


      5



      N.
        CERTIFICATION OF DATA THAT DETERMINE PAYMENT 

       

      MA-PD
        Sponsor must provide certifications in accordance with 42 CFR
§423.505(k).

       

       

      Article
        III 

      Record
        Retention and Reporting Requirements

       

      A.
        MAINTENANCE OF RECORDS

       

      MA-PD
        Sponsor agrees to maintain records and provide access in accordance with
        42 CFR
§§423.504(d) and 505(d) and (e).

       

      B.
        GENERAL REPORTING REQUIREMENTS

       

      The
        MA-PD
        Sponsor agrees to submit to information to CMS according to 42 CFR §§423.505(f),
        423.514, and the "Final Medicare Part D Reporting Requirements," a document
        issued by CMS and subject to modification each program year.

       

      C.
        CMS
        LICENSE FOR USE OF PLAN FORMULARY

       

      PDP
        Sponsor agrees to submit to CMS each plan's formulary information, including
        any
        changes to its formularies, and hereby grants to the Government!", and any
        person or entity who might receive the formulary from the Government,] a
        non-exclusive license to use all or any portion of the formulary for any
        purpose
        related to the administration of the Part D program, including without
        limitation publicly distributing, displaying, publishing or reconfiguration
        of
        the information in any medium, including www.medicare.gov, and by any
        electronic, print or other means of distribution.

       

      Article
        IV

      HIPAA
        Transactions/Privacy/Security

       

      A.
        MA-PD
        Sponsor agrees to comply with the confidentiality and enrollee record accuracy
        requirements specified in 42 CFR §423.136.

       

      B.
        MA-PD
        Sponsor agrees to enter into a business associate agreement with the entity
        with
        which CMS has contracted to track Medicare beneficiaries' true out-of-pocket
        costs.

      


       

      6

       

      



      Article
        V 

      Addendum
        Term and Renewal

       

      A.
        TERM
        OF ADDENDUM

       

      This
        addendum is effective from the date of CMS' authorized representative's
        signature through December 31, 2007. This addendum shall be renewable for
        successive one-year periods thereafter according to 42 CFR §423.506. MA-PD
        Sponsor shall not conduct Part D-related marketing activities prior to October
        1, 2006 and shall not process enrollment applications prior to November 15,
        2006. MA-PD Sponsor shall begin delivering Part D benefit services on January
        1,
        2007.

       

      B.
        QUALIFICATION TO RENEW ADDENDUM

       

      1.
        In
        accordance with 42 CFR §423.507, the MA-PD Sponsor will be determined qualified
        to renew this addendum annually only if—

      (a)
        CMS
        informs the MA-PD Sponsor that it is qualified to renew its addendum;
        and

      (b)
        The
        MA-PD Sponsor has not provided CMS with a notice of intention not to renew
        in
        accordance with Article VII of this addendum.

       

      2.
        Although MA-PD Sponsor may be determined qualified to renew its addendum
        under
        this Article, if the MA-PD Sponsor and CMS cannot reach agreement on the
        Part D
        bid under Subpart F of 42 CFR Part 423, no renewal takes place, and the failure
        to reach agreement is not subject to the appeals provisions in Subpart N
        of 42
        CFR Parts 422 or 423. (Refer to Article XI for consequences of non-renewal
        on
        the Part C contract and the ability to enter into a Part C
        contract.)

       

      


      Article
        VI 

      Nonrenewal
        of Addendum

       

      A.
        NONRENEWAL BY THE MA-PD SPONSOR

       

      1.
        MA-PD
        Sponsor may non-renew this addendum in accordance with 42
        CFR423.507(a).

      2.
        If the
        MA-PD Sponsor non-renews this addendum under this Article, CMS cannot enter
        into
        a Part D addendum with the organization for 2 years unless there are special
        circumstances that warrant special consideration, as determined by
        CMS.

       

      B.
        NONRENEWAL BY CMS

       

      CMS
        may
        non-renew this addendum under the rules of 42 CFR 423.507(b). (Refer to Article
        X for consequences of non-renewal on the Part C contract and the ability
        to
        enter into a Part C contract.)

       

       

       

      7

      



      Article
        VII 

      Modification
        or Termination of Addendum by Mutual Consent

       

      This
        addendum may be modified or terminated at any time by written mutual consent
        in
        accordance with 42 CFR 423.508. (Refer to Article X for consequences of
        non-renewal on the Part C contract and the ability to enter into a Part C
        contract.)

       

      


      Article
        VIII 

      Termination
        of Addendum by CMS

       

      CMS
        may
        terminate this addendum in accordance with 4-2 CFR 423.509. (Refer to Article
        X
        for consequences of non-renewal on the Part C contract and the ability to
        enter
        into a Part C contract.)

       

      Article
        IX 

      Termination
        of Addendum by the MA-PD Sponsor

       

      A.
        The
        MA-PD Sponsor may terminate this addendum only in accordance with 42 CFR
        423.510.

       

      B.
        CMS
        will not enter into a Part D addendum with an organization that has terminated
        its addendum within the preceding 2 years unless there are circumstances
        that
        warrant special consideration, as determined by CMS.

       

      C.
        If the
        addendum is terminated under section A of this Article, the MA-PD Sponsor
        must
        ensure the timely transfer of any data or files. (Refer to Article X for
        consequences of non-renewal on the Part C contract and the ability to enter
        into
        a Part C contract.)

       

      Article
        X 

      Relationship
        Between Addendum and Part C Contract or 1876 Cost Contract

       

      A.
        MA-PD
        Sponsor acknowledges that, if it is a Medicare Part C contractor, the
        termination or nonrenewal of this addendum by either party may require CMS
        to
        terminate or non-renew the Sponsor's Part C contract in the event that such
        non-renewal or termination prevents the MA-PD Sponsor from meeting the
        requirements of 42 CFR §422.4(c), in which case the Sponsor must provide the
        notices specified in this contract, as well as the notices specified under
        Subpart K of 42 CFR Part 422. MA-PD Sponsor also acknowledges that Article
        X.B.
        of this addendum may prevent the sponsor from entering into a Part C contract
        for two years following an addendum termination or non-renewal where such
        non-renewal or termination prevents the MA-PD Sponsor from meeting the
        requirements of 42 CFR §422.4(c).

       

      


       

      8

       

      



      B.
        The
        termination of this addendum by either party shall not, by itself, relieve
        the
        parties from their obligations under the Part C or cost plan contracts to
        which
        this document is an addendum.

       

      C.
        In the
        event that the MA-PD Sponsor's Part C or cost plan contract (as applicable)
        is
        terminated or nonrenewed by either party, the provisions of this addendum
        shall
        also terminate. In such an event, the MA-PD Sponsor and CMS shall provide
        notice
        to enrollees and the public as described in this contract as well as 42 CFR
        Part
        422, Subpart K or 42 CFR Part 417, Subpart K, as applicable.

       

      Article
        XI Intermediate Sanctions

       

      The
        MA-PD
        Sponsor shall be subject to sanctions and civil monetary penalties, consistent
        with Subpart 0 of 42 CFR Part 423.

       

      


      Article
        XII Severability

       

      Severability
        of the addendum shall be in accordance with 42 CFR §423.504(e).

       

      Article
        XIII Miscellaneous

       

      A.
        DEFINITIONS: Terms not otherwise defined in this addendum shall have the
        meaning
        given such terms at 42 CFR Part 423 or, as applicable, 42 CFR Part 422 or
        Part
        417.

       

      B.
        ALTERATION TO ORIGINAL ADDENDUM TERMS: The MA-PD Sponsor

      agrees
        that it has not altered in any way the terms of the MA-PD addendum presented
        for
        signature by CMS. MA-PD Sponsor agrees that any alterations to the original
        text
        the MA-PD Sponsor may make to this addendum shall not be binding on the
        parties.

       

      C.
        ADDITIONAL CONTRACT TERMS: The MA-PD Sponsor agree to include in this addendum
        other terms and conditions in accordance with 42 CFR §423.505(j).

       

      D.
        CMS
        APPROVAL TO BEGIN MARKETING AND ENROLLMENT ACTIVITIES:

      The
        MA-PD
        Sponsor agrees that it must complete CMS operational requirements related
        to its
        Part D benefit prior to receiving CMS approval to begin MA-PD plan marketing
        activities relating to its Part D benefit. Such activities include, but are
        not
        limited to, establishing and successfully testing connectivity with CMS systems
        to process enrollment applications (or contracting with an entity qualified
        to
        perform

      


       

      


      9

      


      



      such
        functions on MA-PD Sponsor's behalf) and successfully demonstrating the
        capability to submit accurate and timely price comparison data. To establish
        and
        successfully test connectivity, the PDP Sponsor must, 1) establish and test
        physical connectivity to the CMS data center, 2) acquire user identifications
        and passwords, 3) receive, store, and maintain data necessary to perform
        enrollments and send and receive transactions to and from CMS, and 4) check
        and
        receive transaction status information.

       

      10

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      MA-PD
        PART D CONTRACT ADDENDUM

       

      In
        witness whereof, the parties hereby execute this Addendum.

       

      FOR
        THE
        MA ORGANIZATION

      
        	
                Todd
                  Farha

              	 	
                President
                  and CEO

              
	
                Printed
                  Name

                 

              	 	
                Title

              
	
                /s/
                  Todd Farha          
                  

              	 	
                9-14-06

              
	
                Signature

                 

                 

              	 	
                Date

              
	
                Stone
                  Harbor Ins. Co.

              	 	
                8735
                  Henderson Road-Ren 2 Tampa FL 33634

              
	
                Organization

                 

              	 	
                Address

              
	
                 FOR THE CENTERS FOR MEDICARE & MEDICAID
                  SERVICES

                 

              	 	 
	  
                /s/   Brenda
                Tranchida         
                	 	 
	
                Brenda
                  J. Tranchida

                Deputy
                  Director

                Employer
                  Policy & Operations Group

                Center
                  for Beneficiary Choices

              	 	 


      

       

      


      
      

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      PART
        C/D BENEFIT PLAJV(S) DESCRIPTION TO BE ATTACHED TO MA
        CONTRACT

       

      SECTION
        1876/PART D OPTIONAL SUPPLEMENTAL BENEFIT PLAN DESCRIPTION TO BE ATTACHED
        TO
        SECTION 1876 CONTRACT

       

      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      EMPLOYER/UNION-ONLY
        GROUP ADDENDUM TO CONTRACT WITH APPROVED ENTITY PURSUANT TO SECTIONS 1851
        THROUGH 1859 AND

      1860D-1
        THROUGH 1860D-42 OF THE SOCIAL SECURITY ACT FOR THE OPERATION OF A MEDICARE
        ADVANTAGE PRESCRIPTION DRUG PLAN

       

      The
        Centers for Medicare & Medicaid Services (hereinafter referred to as "CMS")
        and  Stone
        Harbor Insurance Co.,
        a
        Medicare Advantage Organization (hereinafter referred to as the "MA
        Organization") agree to amend the contract H6499(INSERT
        "H" OR "R" NUMBER)
        governing the MA Organization's operation of a Medicare Advantage plan described
        in section 1851(a)(2)(A) or section 1851(a)(2)(C) of the Social Security
        Act
        (hereinafter referred to as "the Act"), including all attachments, addenda,
        and
        amendments thereto, to include the provisions contained in this Addendum
        (collectively hereinafter referred to as the "contract"), under which the
        MA
        Organization shall offer Employer/Union-Only Group MA-PD Plans (hereinafter
        referred to as "employer/union-only group MA-PDs") in accordance with the
        waivers granted by CMS under section 1857(i) of the Act. The terms of this
        Addendum shall only apply to MA-PD plans offered exclusively to
        employers/unions.

       

      This
        Addendum is made pursuant to Subparts K of 42 CFR Parts 422 and
        423.

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      ARTICLE
        I

      EMPLOYER/UNION-ONLY
        GROUP MEDICARE ADVANTAGE PRESCRIPTION DRUG PLANS

       

      A.
        MA
        Organization agrees to operate one or more employer/union-only group MA-PDs
        in
        accordance with the terms of the Medicare Advantage contract, this Addendum,
        which incorporates in its entirety: either the 2006 Solicitation For
        Applications From Prescription Drug Plans released on January 21, 2005 (as
        revised on March 9, 2005) or the 2007 Solicitation For Applications For New
        Medicare Advantage Prescription Drug (MA-PD) Sponsors released on January
        27,
        2006 (as revised on February 2, 2006), as modified by the 2007 Application
        For
        Medicare Advantage Organizations To Offer New Employer/Union-Only Group Waiver
        Plans (EGWPs) (released on January 27, 2006) (except for requirements
        contained-therein that are expressly waived or modified by this Addendum),
        all
        provisions of Federal statutes, regulations, and policies applicable to MA
        Organizations and MA plans (except to the extent any such provisions are
        expressly waived or modified by this Addendum); and any employer/union-only
        group waiver guidance. MA Organization also agrees to operate one or more
        employer/union-only group MA-PDs in accordance with the regulations at 42
        CFR
        Parts 422 and 423 (with the exception of Subparts Q, R, and S), sections
        1851
        through 1859 and 1860D-1 through 1860D-42 of the Act (with the exception
        of
        1860D-22(a) and 1860D-31), and the applicable solicitations/applications,
        as
        well as all other applicable Federal statutes, regulations, and policies,
        including any employer/union-only group waiver guidance.

       

      B.
        This
        Addendum is deemed to incorporate any changes that are required by statute
        to be
        implemented during the term of the contract, and any regulations and policies
        implementing or interpreting such statutory provisions.

       

      C.
        In the
        event of any conflict between the employer/union-only group waiver guidance
        issued prior to the execution of the contract and this Addendum, the provisions
        of this Addendum shall control. In the event of any conflict between the
        employer/union-only group waiver guidance issued after the execution of the
        contract and this Addendum, the provisions of the employer/union-only group
        guidance shall control.

       

      D.
        This
        Addendum is in no way intended to supersede or modify 42 CFR Parts 422 and
        423
        or sections 1851 through 1859 and 1860D-1 through D-42 of the Act, except
        as
        specifically provided in applicable employer/union-only group waiver guidance
        and/or in this Addendum. Failure to reference a statutory or regulatory
        requirement in this Addendum does not affect the applicability of such
        requirement to the MA Organization and CMS.

       

      E.
        The
        provisions of this Addendum apply to all employer/union-only group MA-PDs
        offered by MA Organization under this contract number. In the event of any
        conflict between the provisions of this Addendum and any other provision
        of the
        contract, the terms of this Addendum shall control.

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      ARTICLE
        II

      FUNCTIONS
        TO BE PERFORMED BY THE MEDICARE ADVANTAGE ORGANIZATION

       

      A.
        PROVISION OF MA BENEFITS

       

      1.
        MA
        Organization agrees to provide enrollees in each of its employer/union-only
        group MA-PDs the basic benefits (hereinafter referred to as "basic benefits")
        as
        required under 42 CFR §422.101 and, to the extent applicable, supplemental
        benefits under 42 CFR §422.102 and as established in the MA Organization's final
        benefit and price bid proposal as approved by CMS.

       

      2.
        The
        requirements in section 1852 of the Act and 42 CFR §422.100(c)(l) pertaining to
        the offering of benefits covered under Medicare Part A and in section 1851
        of
        the Act and 42 CFR §422.50(a)(l) pertaining to who may enroll in an MA-PD are
        waived for employer/union-only group MA-PD enrollees who are not entitled
        to
        Medicare Part A.

       

      3.
        For
        employer/union-only group MA-PDs offering non-calendar year coverage, MA
        Organization may determine basic and supplemental benefits (including
        deductibles, out-of-pocket limits, etc.) on a non-calendar year basis subject
        to
        the following requirements:

       

      (a)
        Applications, bids, and other submissions to CMS must be submitted on a calendar
        year basis; and

       

      (b)
        CMS
        payments will be determined on a calendar year basis.

       

      4.
        For
        employer/union-only group MA-PDs that have a monthly beneficiary rebate
        described in 42 CFR §422.266;

       

      (a)
        MA
        Organization may vary the form of rebate for a particular plan benefit package
        so that the total monthly rebate amount may be credited differently for each
        employer/union group to whom MA Organization offers the plan benefit package,
        with the exception of a rebate credited toward the reduction of the Part
        B
        premium as stated in ILA.4(b); and

       

      (b)
        MA
        Organization must:

       

      (i)
        ensure Part B premium reductions are the same for all enrollees in a plan
        benefit package;

       

      (ii)
        ensure that the total monthly rebate amount per enrollee is uniform across
        all
        employer/union groups within the plan benefit package;

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      (iii)
        ensure that all rebates are accounted for and used only for the purposes
        provided in the Act;and

       

      (iv)
        retain documentation that supports the use of all of the rebates on a detailed
        basis for each employer/union group within the plan benefit package and must
        provide access to this documentation in accordance with the requirements
        of 42
        CFR §422.501.

       

      B.
        PROVISION OF PRESCRIPTION DRUG BENEFITS

       

      1.
        (a)
        Except as provided in II.B. 1 (b), MA Organization agrees to provide basic
        prescription drug coverage, as defined under 42 CFR §423.100, under any
        employer/union-only group MA-PD, in accordance with Subpart C of 42 CFR Part
        423. MA Organization also agrees to provide Part D benefits under any
        employer/union-only group MA-PD as described in MA Organization's bid approved
        each year by CMS.

       

      (b)
        CMS
        agrees that MA Organization will not be subject to the actuarial equivalence
        requirement set forth in 42 CFR §423.104(e)(5) with respect to any
        employer/union-only group MA-PD and may provide less than the defined standard
        coverage between the deductible and initial coverage limit. MA Organization
        agrees that its basic prescription drug coverage under any employer/union-only
        group MA-PD will satisfy all of the other actuarial equivalence standards
        set
        forth in 42 CFR §423.104, including but not limited to the requirement set forth
        in 42 CFR §423.104(e)(3) that the plan has a total or gross value that is at
        least equal to the total or gross value of defined standard
        coverage.

       

      (c)
        CMS
        agrees that nothing in this Addendum prevents MA Organization from offering
        benefits in addition to basic prescription drug coverage to employers/unions.
        Such additional benefits offered pursuant to private agreements between MA
        Organization and employers/unions will be considered non-Medicare Part D
        benefits. MA Organization agrees that such additional benefits may not reduce
        the value of basic prescription drug coverage (e.g., additional benefits
        cannot
        impose a cap that would preclude enrollees from realizing the full value
        of such
        basic prescription drug coverage).

       

      (d)
        MA
        Organization agrees that enrollees of employer/union-only group MA-PDs shall
        not
        be charged more than the sum of his or her monthly beneficiary premium
        attributable to basic prescription drug coverage and 100% of the monthly
        beneficiary premium attributable to his or her supplemental prescription
        drug
        coverage (if any). MA Organization must pass through the direct subsidy payments
        received from CMS to reduce the amount that the beneficiary pays.

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP
        CONTRACT ADDENDUM

       

      (e)
        MA
        Organization agrees that any additional non-Medicare Part D benefits offered
        to
        an employer/union will always pay primary to the subsidies provided by CMS
        to
        low-income individuals under Subpart P of 42 CFR Part 423 (the "Low-Income
        Subsidy"),

       

      2.
        MA
        Organization agrees enrollees of employer/union-only group MA-PDs will not
        be
        permitted to make payment of premiums under 42 CFR §423.293(a) through
        withholding from the enrollee's Social Security, Railroad Retirement Board,
        or
        Office of Personnel Management benefit payment.

       

      3.
        MA
        Organization agrees it shall obtain written agreements from each employer/union
        that provide that the employer/union may determine how much of an enrollee's
        Part D monthly beneficiary premium it will subsidize, subject to the
        restrictions set forth in II.B.3(a) through (e). MA Organization agrees to
        retain these written agreements with employers/unions and provide access
        to
        these written agreements to CMS in accordance with 42 CFR §§423.504(d) and
        423.505(d) and (e).

       

      (a)
        The
        employer/union can subsidize different amounts for different classes of
        enrollees in the employer/union-only group MA-PD provided such classes are
        reasonable and based on objective business criteria, such as years of service,
        date of retirement, business location, job category, and nature of compensation
        (e.g., salaried v. hourly). Different classes cannot be based on eligibility
        for
        the Low Income Subsidy.

       

      (b)
        The
        employer/union cannot vary the premium subsidy for individuals within a given
        class of enrollees.

       

      (c)
        The
        employer/union cannot charge an enrollee for prescription drug coverage provided
        under the plan more than the sum of his or her monthly beneficiary premium
        attributable to basic prescription drug coverage and 100% of the monthly
        beneficiary premium attributable to his or her supplemental prescription
        drug
        coverage (if any). The employer/union must pass through direct subsidy payments
        received from CMS to reduce the amount that the beneficiary pays.

       

      (d)
        For
        all enrollees eligible for the Low Income Subsidy, the low income premium
        subsidy amount will first be used to reduce the portion of the monthly
        beneficiary premium attributable to basic prescription drug coverage paid
        by the
        enrollee, with any remaining portion of the premium subsidy amount then applied
        toward the portion of the monthly beneficiary premium attributable to basic
        prescription drug coverage paid by the employer/union.

       

      (e)
        If
        the low income premium subsidy amount for which an enrollee is eligible is
        less
        than the portion of the monthly beneficiary premium paid by the enrollee,
        then
        the employer/union should communicate to the enrollee the financial consequences
        for the beneficiary of enrolling in the employer/union-only group

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP
        CONTRACT ADDENDUM

       

      MA-PD
        as
        compared to enrolling in another Part D plan with a monthly beneficiary premium
        equal to or below the low income premium subsidy amount.

       

      4.
        For
        non-calendar year employer/union-only group MA-PDs, MA Organization may
        determine benefits (including deductibles, out-of-pocket limits, etc.) on
        a
        non-calendar year basis subject to the following requirements:

       

      (a)
        Applications, formularies, bids and other submissions to CMS must be submitted
        on a calendar year basis;

       

      (b)
        The
        employer/union-only group MA-PD must be actuarially equivalent to defined
        standard coverage for the portion of its plan year that falls in a given
        calendar year. An employer/union-only group MA-PD will meet this standard
        if it
        is actuarially equivalent for the calendar year in which the plan year starts
        and no design change is made for the remainder of the plan year. In no event
        can
        MA Organization increase during the plan year the annual out-of-pocket
        threshold;

       

      (c)
        After
        an enrollee's incurred costs exceed the annual out-of-pocket threshold, the
        employer/union-only group MA-PD must provide coverage that is at least
        actuarially equivalent to that provided under standard prescription drug
        coverage; eligibility
        for such coverage can be determined on a plan year basis.

       

      C.
        ENROLLMENT REQUIREMENTS

       

      1.
        MA
        Organization agrees to restrict enrollment in an employer/union-only group
        MA-PD
        to those individuals eligible for the employer's/union's employment-based
        group
        coverage.

       

      2.
        MA
        Organization will not be subject to the requirement to offer the employer/union-only
        group MA-PD to all Medicare eligible beneficiaries residing in its service
        area
        as set forth in 42 CFR §422.50.

       

      3.
        If an
        employer/union elects to enroll individuals eligible for its employer/union-only
        group MA-PD through a group enrollment process, MA Organization will not
        be
        subject to the individual enrollment requirements set forth in 42 CFR §422.60
        and §423.32(b). MA Organization agrees that all individuals eligible for its
        employer/union-only group MA-PD will be advised that the employer/union
        contracting with MA Organization to offer an employer/union-only group MA-PD
        (hereinafter referred to as "employer/union") intends to enroll them into
        the
        plan through a group enrollment process unless the individual affirmatively
        opts
        out of such enrollment. MA Organization agrees that all such individuals
        will be
        provided this information at least 30 days prior to the effective date of
        the
        individual's enrollment in the employer/union-only group MA-PD. MA Organization
        agrees the information must include a summary of benefits offered under the
        employer/union-only group MA-PD, an explanation of how to get more information
        on such plan, and an explanation of how to contact Medicare for

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      information
        on other MA-PD plans that might be available to the individual. In addition,
        MA
        Organization agrees that all information necessary to effectuate enrollment
        must
        be submitted electronically to CMS, consistent with CMS
        instructions.

       

      D.
        BENEFICIARY PROTECTIONS

       

      1.
        Except
        as provided in II.D.2., CMS agrees that, with respect to any employer/union-only
        group MA-PDs, MA Organization will not be subject to the information
        requirements set forth in 42 CFR §423.48 and the prior review and approval of
        marketing materials and election forms requirements set forth in 42 CFR §422.80
        and §423.50. MA Organization will be subject to all other disclosure and
        dissemination requirements contained in 42 CFR §422.111, §423.128 and in CMS
        guidance, including those requirements contained in the "Medicare Marketing
        Materials Guidelines for Medicare Advantage Plans (MAs), Medicare Advantage
        Prescription Drug Plans (MA-PDs), Prescription Drug Plans (PDPs) and 1876
        Cost
        Plans."

       

      2.
        CMS
        agrees that the disclosure and dissemination requirements set forth in 42
        CFR
§422.111 and §423.128 will not apply with respect to any employer/union-only
        group MA-PD when the employer/union is subject to alternative disclosure
        requirements (e.g., the Employee Retirement Income Security Act of 1974
        ("ERISA")) and fully complies with such alternative requirements. MA
        Organization agrees to comply with the requirements for this waiver contained
        in
        employer/union-only group waiver guidance, including those requirements
        contained in Chapter 13 of the "Medicare Marketing Guidelines for Medicare
        Advantage Plans (MAs), Medicare Advantage Prescription Drug Plans (MA-PDs),
        Prescription Drug Plans (PDPs) and 1876 Cost Plans."

       

      E.
        SERVICE AREA, FORMULARIES AND PHARMACY ACCESS

       

      1.
        CMS
        agrees that employer/union-only group Local MA-PDs that provide coverage
        to individuals in any part of a State can offer coverage to retirees eligible
        for the employer/union-only group MA-PD throughout that State. CMS also agrees
        that employer/union-only group Regional MA-PDs that provide coverage to
        individuals in any part of a Region can offer coverage to retirees eligible
        for
        the employer/union-only group MA-PD throughout that Region.

       

      2.
        CMS
        agrees that non-network Private Fee-for-Service employer/union-only group
        MA-PDs
        may extend coverage beyond their designated service areas to all enrollees
        of a
        particular employer/union-only group plan, regardless of where they reside
        in
        the nation, when the most substantial portion of the employer's employees
        (or in
        the case of a union, the union's participants) reside in the service area
        where
        the MA Organization, either itself or through subcontractors or other partners,
        is a provider of non-group MA-PD coverage. The MA Organization agrees to
        conduct
        an actual review of where the substantial portion of the

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      employer's/union's
        employees/participants reside and to maintain adequate supporting documentation
        of such review (including the date of such review, by whom the review was
        conducted, and any other relevant documentation to substantiate the review),
        and
        to permit CMS to audit and review such documentation. Such expanded service
        areas must have convenient Part D pharmacy access sufficient to meet the
        needs
        of enrollees wherever they reside.

       

      3.
        MA
        Organization agrees to utilize, as the formulary for any employer/union-only
        group MA-PD, a base formulary that has received approval from CMS, in accordance
        with CMS formulary guidance, for use in a non-group MA-PD offered by MA
        Organization. Except as set forth in 42 CFR §423.120(b) and sub-regulatory
        guidance, MA Organization may not modify the approved base formulary used
        for
        any employer/union-only group MA-PD by removing drugs, adding additional
        utilization management restrictions, or increasing the cost-sharing status
        of a
        drug from the base formulary. Enhancements that are permitted to the base
        formulary include adding additional drugs, removing utilization management
        restrictions, and improving the cost-sharing status of drugs.

       

      4.
        For
        any employer/union-only group MA-PD, MA Organization agrees to provide Part
        D
        benefits in the plan's service area utilizing a pharmacy network and formulary
        that meets the requirements of 42 CFR §423.120, with the following exception:
        CMS agrees that the retail pharmacy access requirements set forth in 42 CFR
        §423.120(a)(l) ("Tricare" standards) will not apply when the employer/union-only
        group MA-PD's pharmacy network is sufficient to meet the needs of its enrollees
        throughout the employer/union-only group MA-PD's service area, as determined
        by
        CMS. CMS may periodically review the adequacy of the employer/union-only
        group
        MA-PD's pharmacy network and require the employer/union-only group MA-PD
        to
        expand access if CMS determines that such expansion is necessary in order
        to
        ensure that the employer/union-only group MA-PD's network is sufficient to
        meet
        the needs of its enrollees.

       

      F.
        PAYMENT TO MA ORGANIZATION

       

      Except
        as
        provided in II.F. 1 through 4, payment under this Addendum will be governed
        by
        the rules of Subparts G and J of 42 CFR Part 423.

       

      1.
        MA
        Organization acknowledges that the risk sharing, plan entry and retention
        bonus
        provisions of section 1858 of the Act and 42 CFR §422.458 shall not apply to any
        employer/union-only group Regional MA-PDs.

       

      2.
        MA
        Organization acknowledges that the risk-sharing payment adjustment described
        in
        42 CFR §423.336 is not applicable for any employer/union-only group MA-PD
        enrollee.

       

      3.
        MA
        Organization will receive a monthly direct subsidy under 42 CFR Subpart
        G

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP
        CONTRACT ADDENDUM

       

      for
        each
        employer/union-only group MA-PD enrollee equal to the amount of the national
        average monthly bid amount (not its approved standardized bid), adjusted
        for
        health status (as determined under 42 CFR §423.329(b)(l)) and reduced by the
        base beneficiary premium for the employer/union-only group MA-PD, as adjusted
        under 42 CFR §423.286(d)(3), if applicable. The further adjustments to the base
        beneficiary premium contained in 42 CFR §423.286(d)(l) and (2) will not
        apply.

       

      4.
        MA
        Organization will not receive monthly reinsurance payment amounts in the
        manner
        set forth in 42 CFR §423.329(c)(2)(i) for any employer/union-only group MA-PD
        enrollee, but instead will receive the full reinsurance payment following
        the
        end of year reconciliation as described in 42 CFR
§423.329(c)(2)(ii).

       

      5.
        For
        non-calendar year plans:

       

      (a)
        CMS
        payments will be determined on a calendar year basis;

       

      (b)
        Low
        income subsidy payments and reconciliations will be determined based on the
        calendar year for which the payments are made; and

       

      (c)
        MA
        Organization acknowledges that it will not receive reinsurance payments under
        42
        CFR §423.329(c).

       

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      MA-PD
        EMPLOYER/UNION-ONLY GROUP CONTRACT ADDENDUM

       

      In
        witness whereof, the parties hereby execute this Addendum.

       

      


      
        	
                Todd
                  Farha

              	 	
                President
                  and CEO

              
	
                Printed
                  Name

                 

              	 	
                Title

              
	
                /s/
                  Todd Farha     

              	 	
                9-14-06

              
	
                Signature

                 

                 

              	 	
                Date

              
	
                Stone
                  Harbor Insurance Co.

              	 	
                8735
                  Henderson Road-Ren 2 Tampa FL 33634

              
	
                Organization

              	 	
                Address

                 

                 

              
	 FOR THE
                CENTERS
                FOR MEDICARE & MEDICAID SERVICES	 	 
	
                 

                 
                  /s/  Brenda Tranchida  

                Brenda
                  J. Tranchida

                Deputy
                  Director

                Employer
                  Policy & Operations Group

                Center
                  for Beneficiary Choices

              	 	
                 

                10/14/06

              


      

       

       

       

      Page
        10
        of 10

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Medicare
        Advantage Attestation of Benefit Plan and Price 

      STONE
        HARBOR INSURANCE COMPANY 

      H6499
        

      Date:
        09/12/2006

       

       

      
        	
                I
                  attest that the following plan numbers as established in the final
                  Plan
                  Benefit Package (PBP) will be operated by the above-stated organization
                  and made available to eligible beneficiaries in the approved service
                  area
                  during program year 2007. I further attest that the organization
                  will
                  comply with all applicable program guidance that CMS has issued
                  to date
                  and will issue during the remainder of 2006 and 2007 pursuant to
                  Medicare
                  program authorizing statutes and regulations, including but not
                  limited
                  to, the 2007 Call Letters, the 2007 Solicitations for New Contract
                  Applicants, and
                  the CMS memoranda issued through the Health Plan Management System
                  (HPMS).

                 

                 

              
	
                Plan
                  ID

              	
                Segment
                  ID

              	
                Version

              	
                Plan
                  Name

              	
                Plan
                  Type

              	
                Transaction
                  Type

              	
                MA
                  Premium

              	
                Part
                  D Premium

              	
                CMS
                  Approval Date

              	
                Effective
                  Date

              
	
                005

              	
                0

              	
                3

              	
                Duet

              	
                PFFS

              	
                Initial

              	
                0.00

              	
                N/A

              	
                9/10/2006

              	
                01/01/2007

              
	
                006

              	
                0

              	
                3

              	
                Summit

              	
                PFFS

              	
                Initial

              	
                91.00

              	
                0.00

              	
                9/10/2006

              	
                01/01/2007

              
	
                007

              	
                0

              	
                3

              	
                Summit

              	
                PFFS

              	
                Initial

              	
                121.00

              	
                0.00

              	
                9/10/2006

              	
                01/01/2007

              
	
                008

              	
                0

              	
                5

              	
                Summit

              	
                PFFS

              	
                Initial

              	
                135.60

              	
                5.30

              	
                9/10/2006

              	
                01/01/2007

              
	
                009

              	
                0

              	
                5

              	
                Summit

              	
                PFFS

              	
                Initial

              	
                134.60

              	
                26.40

              	
                9/10/2006

              	
                01/01/2007

              
	
                010

              	
                0

              	
                3

              	
                Summit

              	
                PFFS

              	
                Initial

              	
                132.90

              	
                48.10

              	
                9/10/2006

              	
                01/01/2007

              
	
                011

              	
                0

              	
                3

              	
                Summit

              	
                PFFS

              	
                Initial

              	
                168.10

              	
                42.90

              	
                9/10/2006

              	
                01/01/2007

              
	
                012

              	
                0

              	
                3

              	
                Freedom

              	
                PFFS

              	
                Initial

              	
                0.00

              	
                0.00

              	
                9/10/2006

              	
                01/01/2007

              
	
                013

              	
                0

              	
                3

              	
                Concert

              	
                PFFS

              	
                Initial

              	
                0.00

              	
                0.00

              	
                9/10/2006

              	
                01/01/2007

              
	
                014

              	
                0

              	
                3

              	
                Concert

              	
                PFFS

              	
                Initial

              	
                35.60

              	
                5.40

              	
                9/10/2006

              	
                01/01/2007

              
	
                015

              	
                0

              	
                5

              	
                Concert

              	
                PFFS

              	
                Initial

              	
                48.30

              	
                31.70

              	
                9/10/2006

              	
                01/01/2007

              
	
                016

              	
                0

              	
                3

              	
                Concert

              	
                PFFS

              	
                Initial

              	
                90.60

              	
                48.40

              	
                9/10/2006

              	
                01/01/2007

              
	
                801

              	
                0

              	
                4

              	
                Employer
                  Plan 5

              	
                PFFS

              	
                Initial

              	
                0.00

              	
                28.50

              	
                9/10/2006

              	
                01/01/2007

              
	
                802

              	
                0

              	
                4

              	
                Employer
                  Plan 6

              	
                PFFS

              	
                Initial

              	
                0.00

              	
                28.50

              	
                9/10/2006

              	
                01/01/2007

              


      

       

      Page 1
        of 2 - STONE HARBOR INSURANCE COMPANY - H6499 - 09/12/2006

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      *
        For all
        800-series Plan IDs, plans have the flexibility to vary the premium amounts
        that
        they charge. Therefore, the amount listed in the "MA Premium" and "Part D
        Premium" columns may not coincide with the amount actually charged. For CY2007,
        the direct subsidy payment will be based on the national average monthly
        bid
        amount rather than on the bid submitted by the plan. Also, the base beneficiary
        premium will be used rather than the plan's premium as derived from their
        standardized bid in determining the low-income premium subsidy.

       

      
        	
                /s/
                  Todd
                  Farha            
                  

              	 	
                9-14-06

              
	
                CEO:

              	 	
                Date:

              
	
                Todd
                  Farha

              	 	 
	
                CEO/President

              	 	 
	
                8735
                  Henderson Rd Ren 2

              	 	 
	 	 	 
	
                Tampa,
                  FL 33634

              	 	 
	
                813-290-6200

              	 	 
	 	 	 
	
                CFO:

              	 	 
	
                Paul
                  Behrens

              	 	
                Date:

              
	
                CFO

              	 	 
	
                8735
                  Henderson Rd Ren 2

              	 	 
	 	 	 
	 	 	 
	
                Tampa,
                  FL 33634

              	 	 
	
                813-290-6200

              	 	 


      

       

      Page
        2 of
        2 - STONE HARBOR INSURANCE COMPANY - H6499 -
        09/12/2006