Back to 10-QExhibit 10.11

This AMENDMENT (“Amendment”) is made and entered into as the 1^st day of August, 2012 (the Effective Date) by and between the Georgia Department of Community Health (“DCH” or “the State”) and WellCare of Georgia, Inc., (“MA Health Plan”). MA Health Plan and DCH collectively are referred to herein as the “Parties”, and each individually as a “Party”.

WHEREAS, MA Health Plan and DCH previously entered into a Medicaid Advantage Health Plan Agreement effective January 1, 2013, (the “Agreement”), pursuant to which the Parties agreed to an arrangement regarding the provision of benefits by Health Plan’s Dual-Eligible Medicare Advantage Special Needs Plan(s) ("SNP"(s)) within Georgia;

WHEREAS, MA Health Plan and DCH desire to amend the Agreement to change certain provisions, including Definitions, MA Health Plan’s Obligations, State Obligations and the inclusion of Exhibit 3 to outline Medicaid Covered Services;

NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, the undersigned Parties agree as follows:

“1.2    Dual Eligible. means a Medicare managed care recipient who is also eligible for Medicaid, and for whom the State has a responsibility for payment of Cost Sharing Obligations under the Georgia State Plan. For purposes of this Agreement, Dual Eligibles are limited to the following categories of recipients: QMB Only, QMB Plus, SLMB Plus and FBDE.”

“1.2.3    Full Benefit Dual Eligible (FBDE). Means an individual who is eligible for all Medicaid benefits under the State Medicaid Plan because the individuals falls within a federal mandatory coverage group or an optional coverage group (such as medically needy) but who does not meet the income or resource criteria for QMB or SLMB. Under the State Medicaid plan, FBDEs are eligible for some financial assistance from the Agency in connection with Medicare Part A premiums, and in some cases Medicaid Part B premiums. Medicare Cost-Sharing Obligations may effectively be covered by state Medicaid benefit, but certain conditions must be met, including 1) the service is also covered under Medicaid, 2) the provider is also a Medicaid provider, and 3) the Medicaid fee schedule amount is greater than the Medicare amount paid.”

“2.3    Coordination of Health Care Services. MA Health Plan will provide the Dual Eligible Special Needs Plan benefits to all Dual Eligible MA Health Plan enrollees who are qualified to receive such services under the terms of the MA Agreement. Under this Agreement, MA Health Plan shall retain responsibility for providing or arranging for benefits to be provided for individuals entitled to receive medical assistance under Title XIX which are Medicare covered benefits and any supplemental benefits as filed by MA Health Plan and approved by CMS. Health Plan will coordinate access to Medicaid covered services. Such coordination may include identification and referrals to needed services, assistance in care planning, and assistance in obtaining appointments for needed services.”

“2.6.1    Identification of Enrolled Providers. The MA Health plan shall submit a query through the MMIS system using the provider search tool to identify enrolled providers. The MA Health Plan shall electronically transmit provider participation filed to DCH upon request. The MA Health Plan shall include in its initial provider participation file submission to DCH all network providers contracted by the MA Health Plan to service its members who are dual eligible. Any subsequent provider participation file submission to DCH shall be limited to additions or deletions from the preceding submission.”

Services covered by Georgia Medicaid are listed in detail on the Medicaid Benefits page at http://dch.georgia.gov/vgn/images/portal/cit_1210/25/16/129300432CoveredServices.pdf and

The terms of this Amendment, including Exhibit No. 3, are incorporated by reference into the Agreement.

IN WITNESS WHEREOF, the parties have executed and delivered Amendment No. 2 to the Agreement on the Effective Date.

In addition, the MA Health Plan remains responsible for any Medicare covered benefits filed in their annual bids and any supplemental benefits approved by CMS through the approval process.