Exhibit 10.31 SIXTH AMENDMENT TO MANAGED CARE ALLIANCE AGREEMENT THIS AMENDMENT (the "Amendment") is entered into this 25th day of January, 2006 by and between CIGNA Health Corporation, for and on behalf of its CIGNA Affiliates (individually and collectively, "CIGNA"), and Gentiva CareCentrix, Inc. ("MCA"). WITNESSETH WHEREAS, CIGNA and MCA entered into a Managed Care Alliance Agreement which became effective January 1, 2004 (the "Agreement") whereby MCA agreed to provide or arrange for the provision of certain home health care services to Participants, as that term is defined in the Agreement; WHEREAS, the parties wish to amend the Agreement to change the Capitation Schedules of Capitation Rates effective February 1, 2006; NOW THEREFORE, CIGNA and MCA agree to amend the Agreement as follows: 1. Effective February 1, 2006, Exhibit A HMO Program Attachment - Capitation Schedule of Capitation Rates is hereby deleted and replaced with a new Exhibit A HMO Program Attachment - Capitation Schedule of Capitation Rates attached hereto. 2. Effective February 1, 2006, Exhibit A Gatekeeper Program Attachment - Capitation Schedule of Capitation Rates is hereby deleted and replaced with a new Exhibit A Gatekeeper Program Attachment - Capitation Schedule of Capitation Rates attached hereto. IN WITNESS WHEREOF, CIGNA and MCA have caused their duly authorized representatives to execute this Amendment as of the date first written above. CIGNA HEALTH CORPORATION By: _________________________________ Its: _________________________________ Dated: _________________________________ GENTIVA CARECENTRIX, INC. By: _________________________________ Its: __________________________________ Dated: _________________________________ 1 EXHIBIT A GATEKEEPER PROGRAM ATTACHMENT - CAPITATION SCHEDULE OF CAPITATION RATES CAPITATION RATES EFFECTIVE 2/1/06 - 1/31/07 These are the capitation rates that apply to services rendered to Patient Panel Participants enrolled in Gatekeeper Programs. An "Gatekeeper Program" means (i) a product that includes fully insured Standard HMO, Point of Service, or Gatekkeper PPO benefits and which is underwritten by a licensed insurance company based on an experience rating methodology, or (ii) a self funded product which includes Standard HMO, Point of Service, or Gatekeeper PPO benefits. This definition includes, but is not limited to, Participants covered under Flexcare plans insured/administered by Connecticut Life Insurance Company. - -------------------------------------------------------------------------------------------- Gentiva Homehealth Infusion and DME/HME Capitation Rate PMPM - -------------------------------------------------------------------------------------------- All Commercial HMO Capitated Affiliates * - -------------------------------------------------------------------------------------------- Capitation Rate Compensation Terms - ---------------------------------- The following rates are established for the provision of Home Care Services rendered to Program Participants covered under the HMO and Gatekeeper plans: February 1, 2006 - January 31, 2007 $* per member per month February 1, 2007 - January 31, 2008 $* per member per month February 1, 2008 - January 31, 2009 $* per member per month The capitation rate listed above will be allocated between HMO and Gatekeeper Program participants in accordance with established business practices. On or about December 1 of each year, the parties shall reconcile the allocation and settle any payment difference no later than December 31 of each calendar year. If an outlier calculation for * demonstrates a patient per thousand (PPK) increase in excess of *, (* ppk), then MCA reserves the right to propose an * pmpm outlier adjustment. CIGNA may elect to accept this adjustment or * and * from this agreement. *Confidential treatment requested. EXHIBIT A HMO PROGRAM ATTACHMENT - CAPITATION SCHEDULE OF CAPITATION RATES CAPITATION RATES EFFECTIVE 2/1/06 - 1/31/07 These are the capitation rates that apply to services rendered to Patient Panel Participants enrolled in HMO Programs. An "HMO Program" means a non-governmental, fully insured HMO or Point of Service product that is underwritten based on a community rating methodology (i.e. community rating, community rating by class, adjusted community rating by class). - -------------------------------------------------------------------------------------------- Gentiva Homehealth Infusion and DME/HME Capitation Rate PMPM - -------------------------------------------------------------------------------------------- All Commercial HMO Capitated Affiliates * - -------------------------------------------------------------------------------------------- Capitation Rate Compensation Terms - ---------------------------------- The following rates are established for the provision of Home Care Services rendered to Program Participants covered under the HMO and Gatekeeper plans: February 1, 2006 - January 31, 2007 $* per member per month February 1, 2007 - January 31, 2008 $* per member per month February 1, 2008 - January 31, 2009 $* per member per month The capitation rate listed above for each twelve month period is allocated between HMO and Gatekeeper Program participants in accordance with established business practices. On or about December 1 of each year, the parties shall reconcile the allocation and settle any payment difference no later than December 31 of each calendar year. If an outlier calculation for * demonstrates a patient per thousand (PPK) increase in excess of *, (* ppk), then MCA reserves the right to propose an * pmpm outlier adjustment no later than September 1. CIGNA may elect to accept the proposed adjustment or * and * from this agreement. *Confidential treatment requested.