AMENDMENT TO MANAGED CARE ALLIANCE AGREEMENT

 

                                  AMENDMENT TO

                         MANAGED CARE ALLIANCE AGREEMENT

 

THIS AMENDMENT (the "Amendment") is entered into this 15 day of July , 2005 by

and between CIGNA Health Corporation, for and on behalf of its affiliates

(individually and collectively, "CIGNA"), and Gentiva CareCentrix, Inc. ("MCA").

 

                              W I T N E S S E T H

 

WHEREAS, CIGNA and MCA entered into a Managed Care Alliance Agreement which

became effective January 1, 2004 (the "Agreement") whereby MCA agreed to provide

through its Represented Providers certain health care services to Participants

as that term is defined in the Agreement;

 

WHEREAS, in connection with the Medicare Prescription Drug, Improvement and

Modernization Act of 2003, as codified in sections 1860D-1 through 1860D-41 of

the Social Security Act, CIGNA has submitted to the Centers for Medicare and

Medicaid Services ("CMS") an application to become a Part D plan sponsor and

offer a Medicare Part D plan as set forth in the Medicare Prescription Drug

Benefit Plan Final Rules contained in 42 CFR Parts 422 and 423 ("PDP Final

Rules");

 

WHEREAS, MCA and its Represented Providers have agreed to serve as a provider

for CIGNA in connection with such Medicare Part D plan as set forth in this

Amendment;

 

WHEREAS, certain provisions are required to be included in the contract between

CIGNA and its subcontractors with respect to such Medicare Part D plan as

required by CMS and the PDP Final Rules; and

 

WHEREAS, the parties wish to amend the Agreement to reflect the terms and

conditions applicable to MCA's and its Represented Providers' participation in

CIGNA's Medicare Part D plan and to comply with the requirements of the PDP

Final Rules.

 

NOW THEREFORE, CIGNA and MCA agree as follows:

 

     1.    This Amendment shall be effective on January 1, 2006.

 

 

     2.    MCA and its Represented Providers agree to participate as a provider

          for CIGNA in connection with CIGNA's Medicare Part D plan. Such

          participation shall be governed by the terms and conditions set forth

          in the Agreement and the Medicare Part D Program Attachment attached

          hereto and made a part of the Agreement.

 

     3.    To the extent that the provisions in the Agreement, including any

          prior amendments, conflict with the terms of this Amendment (including

          the exhibits hereto), the terms in this Amendment shall supersede and

          control. All other terms and conditions of the Agreement, as

          previously amended, including the Program Attachments and the Exhibits

          attached thereto, shall remain in full force and effect. Capitalized

          terms not defined herein but defined in the Agreement shall have the

          same meaning as defined in the Agreement.

 

 

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IN WITNESS WHEREOF, CIGNA and MCA have caused their duly authorized

representatives to execute this Amendment.

 

CIGNA

 

 

By:        _________________________________

 

Its:       _________________________________

 

Dated:   ___________________________________

 

 

 

MCA

 

By:       __________________________________

 

Its:      __________________________________

 

Dated:    __________________________________

 

 

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                        MEDICARE PART D PROGRAM ATTACHMENT

                                       TO

                         MANAGED CARE ALLIANCE AGREEMENT

 

The terms and conditions of this Medicare Part D Program Attachment and the

Agreement are applicable to services rendered to Medicare Part D Participants.

As used in this Program Attachment, Participant means a Medicare Part D

Participant.

 

I.    DEFINITIONS

 

 

Covered Services - for purposes of this Program Attachment, Covered Services

means * prescription drugs provided to a Medicare Part D Participant in

accordance with a Service Agreement.

 

Medicare Part D Participant - means a Medicare eligible individual who is

eligible for Covered Services under Part D, for whom CIGNA receives payment from

the Centers for Medicare and Medicaid Services ("CMS"). For purposes of Medicare

Part D Participants, all references to Participants in the Agreement and this

Program Attachment shall mean Medicare Part D Participants.

 

Part D - means the Medicare Prescription Drug Program established by Section 101

of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003

(MMA), as codified in sections 1860D-1 through 1860D-41 of the Social Security

Act.

 

Part D Plan Sponsor - means a nongovernmental entity that is certified under 42

CFR Part 423 as meeting the requirements and standards that apply to entities

that offer Part D prescription drug plans.

 

Negotiated Prices - means prices for Part D drugs that are available to Medicare

Part D Participants at the point of administration, and are reduced by those

discounts, direct or indirect subsidies, rebates, other prices concessions, and

direct or indirect remunerations that CIGNA has elected to pass through to Part

D Participants at the point of administration, including dispensing fees.

 

II.   SERVICES AND COMPENSATION

 

     A.    MCA through its Represented Providers shall provide those Covered

          Services within the scope of Represented Providers' practice that are

          required by Medicare Part D Participants in accordance with the terms

          of the Agreement, this Program Attachment and Program Requirements.

          The rates set forth in this Program Attachment shall be payment in

          full for such services. MCA and Represented Providers shall apply the

          correct cost-sharing amount (Medicare Part D Participant Deductibles,

          Copayments and Coinsurance), including cost-sharing applicable to

          Medicare Part D Participants who qualify for the Part D low income

           subsidy.

 

     B.    As applicable, MCA or Represented Providers shall have and maintain

          the capability to submit claims to CIGNA for Covered Services to a *.

 

     C.    At the point of administration or delivery of prescription drugs, MCA

           through its Represented Providers shall provide the Medicare Part D

          Participant with the lowest-priced, generically equivalent drug, if

          one exists for the Medicare Part D Participant's prescription, and

          shall inform the Medicare Part D Participant of the substitution.

 

     D.    MCA through its Represented Providers shall implement and maintain

          up-to-date * for Medicare Part D Participants, including, but not

          limited to: A.

 

 

* Confidential Treatment Requested

 

 

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          (1) *; and

          (2) *.

 

     E.    MCA and Represented Providers shall provide to CIGNA all data on

          claims, utilization, medication therapy management, and other data

           required for compliance with Part D Quality Assurance standards, in

          the manner prescribed by CMS.

 

     F.    MCA and Represented Providers shall provide Medicare Part D

          Participants access to Negotiated Prices for Covered Part D drugs

          included in CIGNA's Part D formulary, at the point of administration.

 

     G.    MCA and Represented Providers acknowledge and agree that, upon

          becoming a Part D sponsor, CIGNA will monitor the performance of MCA

          and its Represented Providers on an ongoing basis.

 

     H.    If MCA or Represented Providers are owned by or under contract with a

          long-term care facility to provide prescription drugs to the

          facility's residents under the terms of the MCA Agreement, MCA and

          Represented Providers agree to abide by performance and service

          criteria for long-term care pharmacies as specified by CMS in the

          attached Exhibit marked "Long Term Care Guidance."

 

     I.    MCA through its Represented Providers will offer patient counseling

          services to Medicare Part D Participants when appropriate.

 

     J.    As applicable, MCA's Represented Providers shall review the prescribed

          drug therapy prior to dispensing each prescription to a Medicare Part

          D Participant, which review shall include screening the prescription

          against information in CIGNA's online system, as applicable, for

          potential drug therapy problems due to therapeutic duplication,

           age/gender-related contraindications, over- and under-utilization,

          drug-drug interactions, incorrect drug dosage or duration of drug

          therapy, drug-allergy contraindications and clinical abuse/misuse.

 

     K.    MCA or its Represented Prov