exv10w19w4






Exhibit 10.19.4




AMENDMENT #9 TO CONTRACT NO. 0652 BETWEEN

GEORGIA DEPARTMENT OF COMMUNITY HEALTH AND

AMERIGROUP GEORGIA MANAGED CARE COMPANY, INC.




     This Amendment is between the Georgia Department of Community
Health (hereinafter referred to as “DCH” or the “Department”) and
Amerigroup Georgia Managed Care Company, Inc. (hereinafter referred to
as “Contractor”) and is made effective this ___ day of
__________, 2010 (hereinafter
referred to as the “Effective Date”). Other than the changes,
modifications and additions specifically articulated in this Amendment
#9 to Contract # 0652, RFP#41900-001-0000000027, the original Contract
shall remain in effect and binding on and against DCH and Contractor.
Unless expressly modified or added in this Amendment #9 the terms and
conditions of the original Contract are expressly incorporated into this
Amendment #9 as if completely restated herein.



     WHEREAS, DCH and Contractor executed a contract for the provision
of services to members of the Georgia Families Program;



     WHEREAS, DCH pays Contractor a per member per month capitation rate
for each Georgia Families member enrolled in the Contractor’s plan;



     WHEREAS, DCH has sought permission from the Centers for Medicare
and Medicaid Services (hereinafter referred to as “CMS”) to revise the
capitation rates payable to Contractor for State Fiscal Year 2011; and



     WHEREAS, pursuant to Section 32.0, Amendments in Writing, DCH and
Contractor desire to amend the above-referenced Contract by adding
additional funding as set forth below.



     NOW THEREFORE, for and in consideration of the mutual promises of
the Parties, the terms, provisions and conditions of this Amendment and
other good and valuable consideration, the sufficiency of which is
hereby acknowledged, DCH and Contractor hereby agree as follows:




	I.	 	Upon receiving written notice from CMS indicating that
agency’s approval of the revised capitation rates, the parties
shall delete the current Attachment H, Capitation Payment, in its
entirety and replace it with the new Attachment H, Capitation
Payment contained at Exhibit 1 to this Amendment.
	 
	II.	 	DCH and Contractor agree that they have assumed an
obligation to perform the
covenants, agreements, duties and obligations of the Contract, as
modified and amended herein, and agree to abide by all the
provisions, terms and conditions contained in the Contract as
modified and amended.
	 
	III.	 	This Amendment shall be binding and inure to the benefit
of the parties hereto, their
heirs, representatives, successors and assigns. Whenever the
provisions of this Amendment and the Contract are in conflict, the
provisions of this Amendment shall take precedence and control.





 









 






	IV.	 	It is understood by the Parties hereto that, if any
part, term, or provision of this Amendment or this entire
Amendment is held to be illegal or in conflict with any law of
this State, then DCH, at its sole option, may enforce the
remaining unaffected portions or provisions of this Amendment or
of the Contract and the rights and obligations of the parties
shall be construed and enforced as if the Contract or Amendment
did not contain the particular part, term or provision held to be
invalid.
	 
	V.	 	This Amendment shall become effective as stated herein and
shall remain effective for so long as the Contract is in effect.
	 
	VI.	 	This Amendment shall be construed in accordance with the
laws of the State of Georgia.
	 
	VIII.	 	All other terms and conditions contained in the Contract
and any amendment thereto, not amended by this Amendment, shall
remain in full force and effect.





- SIGNATURES ON THE FOLLOWING PAGE-




 









 





SIGNATURE PAGE



IN WITNESS WHEREOF, DCH and Contractor, through their authorized officers and agents, have caused
this Amendment to be executed on their behalf as of the date indicated.




	 	 	 	 
	 	 	 	 
	GEORGIA DEPARTMENT OF COMMUNITY HEALTH	 
	 
	 	 	 
	/s/ Clyde L. Reese, III

	 	9/23/10
	 
	 

Clyde L. Reese, III, Esq. Commissioner

	 	 Date	 
	 
	 	 	 
	/s/ Jerry Dubberly

	 	9/23/10
	 
	 

Jerry Dubberly, Medicaid Division
Chief

	 	 Date	 






AMERIGROUP




	 	 	 	 	 

	BY:

	 	/s/ Tunde Sotunde, M.D.
	 	09/16/2010

	 

	 	 	 	 
	 

	 	*SIGNATURE
	 	Date
	 
	 
	 	Tunde Sotunde, M.D.

	 	 
	 

	 	Please Print/Type Name Here
	 	 






	 	 	 

	 

	 	 
	 

	 	AFFIX CORPORATE SEAL HERE
	 

	 	(Corporations without a seal, attach a
Certificate of Corporate Resolution)






	 	 	 	 

	ATTEST:

	 	/s/ Nicholas J. Pace
	 
	 

	 	**SIGNATURE	 
	 
	 	 	 
	 

	 	Director, Vice President and Secretary
	 
	 

	 	TITLE	 








 




			
	*	 	Must be President, Vice President, CEO or Other Authorized Officer
	 
	**	 	Must be Corporate Secretary





 









 





EXHIBIT 1




CONFIDENTIAL — NOT FOR CIRCULATION

ATTACHMENT H



Attachment H is a table displaying the contracted rates by rate cell for each
contracted region. These rates will be the basis for calculating capitation
payments in each contracted Region.




(The table is displayed on the following page.)




**********REDACTED**********