##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-31574
 AMERIGROUP
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

54-1739323(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    No.)4425 Corporation Lane, Virginia Beach, Virginia(Address of principal
    executive offices)

23462(Zip Code)   Registrants telephone number, including area code:
 (757) 490-6900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange   þ o
  o þ
  þ o
  Regulation S-K Form 10-K 10-K. o
  Rule 12b-2
  Large accelerated
    filer  þ

Accelerated
    filer  oNon-accelerated
    filer  o (Do
    not check if smaller reporting company)

Smaller reporting
    company  o   Rule 12b-2 o þ
      Class

Outstanding at February 15, 2008Common Stock, $.01 par value

53,487,487   Documents Incorporated by Reference
  Document

Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders
    to be held May 8, 2008 (Proxy Statement)

Part III




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##### 





TABLE OF
    CONTENTS
   
 PagePART I.Item 1.


Business


3Item 1A.


Risk Factors


21Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


34Item 4.


Submission of Matters to a Vote of Security
    Holders


36PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


38Item 6.


Selected Financial Data


41Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


42Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


59Item 8.


Financial Statements and Supplementary Data


61Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


97Item 9A.


Controls and Procedures


97Item 9B.


Other Information


98PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


100Item 11.


Executive Compensation


100Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


100Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


100Item 14.


Principal Accountant Fees and Services


101PART IV.Item 15.


Exhibits and Financial Statement Schedules


101   1




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##### 



Forward-looking
    Statements
  Form 10-K,
    
    local, state and national economic conditions, including their
    effect on the rate increase process and timing of payments;
    the effect of government regulations and changes in regulations
    governing the healthcare industry;
    changes in Medicaid and Medicare payment levels and
    methodologies;
    liabilities and other claims asserted against us;
    our ability to attract and retain qualified personnel;
    our ability to maintain compliance with all minimum capital
    requirements;
    the availability and terms of capital to fund acquisitions and
    capital improvements;
    the competitive environment in which we operate;
    our ability to maintain and increase membership levels;
    demographic changes;
    increased use of services, increased cost of individual
    services, epidemics, the introduction of new or costly
    treatments and technology, new mandated benefits, insured
    population characteristics and seasonal changes in the level of
    healthcare use;
    our inability to operate new products and markets at expected
    levels, including, but not limited to, profitability, membership
    and targeted service standards;
    catastrophes, including acts of terrorism or severe
    weather; and
    the unfavorable resolution of pending litigation.   2




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##### 



PART I.  Item 1.
    Business  Overview
      Background
  Publicly
    Sponsored Health Care in the United States Today
      Medicaid
   3




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##### 




    mandating Medicaid enrollment into managed care,
    utilizing a central broker for enrollment into plans,
    using cost savings to provide additional services, and
    limiting the number of providers for additional services.        Medicaid,
    SCHIP and FamilyCare Programs
        Form 10-K,
   4




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##### 



Medicare
    and Special Needs Plans
    Medicaid
    and Medicare Funding
        
    number of eligible individuals who enroll,
    price of medical and long-term care services,
    use of covered services,
    state decisions regarding optional services and optional
    eligibility groups, and
    effectiveness of programs to reduce costs of providing benefits,
    including managed care.     5




---



##### 



Changing
    Dynamics in Medicaid
            Regulation
    Regulated
    Entities
  and/or
   6




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##### 



Contractual
    and Regulatory Compliance
      
    eligibility, enrollment and disenrollment processes,
    covered services,
    eligible providers,
    subcontractors,
    record-keeping and record retention,
    periodic financial and informational reporting,
    quality assurance,
    marketing, 7




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##### 




    financial standards,
    timeliness of claims payment,
    health education and wellness and prevention programs,
    safeguarding of member information,
    fraud and abuse detection and reporting,
    grievance procedures, and
    organization and administrative systems.        
    enrollment and disenrollment,
    marketing,
    benefits and beneficiary protections,
    quality assessment,
    relationships with providers,
    payment from CMS,
    premiums and cost-sharing,
    our contract with CMS,
    the effect of a change of ownership during the contract period
    with CMS, and
    beneficiary grievances, organization determinations, and appeals.      
    benefits and beneficiary protections,
    Part D drugs and formulary requirements,
    marketing (included in the MMC Manual),
    enrollment and disenrollment guidance,
    quality improvement and medication therapy management,
    fraud, waste and abuse, 8




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##### 




    coordination of benefits, and
    Part D grievances, coverage determinations, and appeals.      HIPAA
        Fraud
    and Abuse Laws
    and/or Qui Tam
 9




---



##### 



The
    AMERIGROUP Approach
    Government
    Partners
  24-hour
  Providers
    Members
   10




---



##### 



Communities
      Competition
    
    Traditional Fee-for-Service  Original unmanaged
    provider payment system whereby state governments pay providers
    directly for services provided to Medicaid and Medicare
    Advantage members.
    Primary Care Case Management Programs  Programs
    established by the states through contracts with PCPs to provide
    primary care services to the Medicaid recipient, as well as
    provide limited oversight over other services.
    Commercial HMOs  National and regional commercial
    managed care organizations that have Medicaid and Medicare
    members in addition to members in private commercial plans.
    Medicaid HMOs  Managed care organizations that focus
    solely on serving people who receive healthcare benefits through
    Medicaid.
    Medicare Coordinated Care Plans  Managed care
    organizations that focus on serving people who receive
    healthcare benefits through Medicare. These plans also may
    include Medicare Part D prescription coverage.
    Private Fee-For-Service Plans  These organizations
    provide the standard fee-for-service arrangements of Medicare,
    but are run by private plans and may or may not include a
    prescription drug plan.
    Medicare Prescription Drug Plans  These plans offer
    Medicare beneficiaries Part D prescription drug coverage
    only, while members of these plans continue to receive their
    medical benefits from either another Medicare plan or Medicare
    Fee-For-Service.       11




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##### 



Products
      December 31,Product

2007


2006


2005TANF (Medicaid)(1)


1,180,000



910,000



800,000SCHIP


268,000



264,000



197,000ABD (Medicaid)(2)


216,000



94,000



88,000FamilyCare (Medicaid)


42,000



43,000



44,000Medicare Advantage (SNP)


5,000



5,000



Total


1,711,000



1,316,000



1,129,000     (1)
    
    Includes 129,000 members under an Administrative Services Only
    (ASO) contract in Tennessee in 2007.(2)
    
    Includes 41,000 and 13,000 members under ASO contracts in
    Tennessee and Texas, respectively in 2007 and 14,000 and 10,000
    members in Texas in 2006 and 2005, respectively.    Medical
    and Quality Management Programs
   12




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##### 




    Analysis of healthcare utilization data.  To
    avoid duplication of services or medications, in conjunction
    with the PCPs, healthcare utilization data is analyzed and,
    through comparative provider data and periodic meetings with
    physicians, we identify areas in which a physicians
    utilization rate differs significantly from the rates of other
    physicians. On the basis of this analysis, we suggest
    opportunities for improvement and
    follow-up
    with the PCP to monitor utilization.
    Medical care satisfaction studies.  We evaluate
    the quality and appropriateness of care provided to our health
    plan members by reviewing healthcare utilization data and
    responses to member and physician questionnaires and grievances.
    Clinical care oversight.  Each of our health
    plans has a medical advisory committee comprised of physician
    representatives and chaired by the plans medical director.
    This committee reviews credentialing, approves clinical
    protocols and practice guidelines and evaluates new physician
    group candidates. Based on regular reviews, the medical
    directors who head these committees develop recommendations for
    improvements in the delivery of medical care.
    Quality improvement plan.  A quality
    improvement plan is implemented in each of our health plans and
    is governed by a quality management committee. The quality
    management committee is comprised of senior management at our
    health plans, who review and evaluate the quality of our health
    services and are responsible for the development of quality
    improvement plans spanning both clinical quality and customer
    service quality. These plans are developed from provider and
    membership feedback, satisfaction surveys and results of action
    plans. Our corporate quality improvement council oversees and
    meets regularly with our health plan quality management
    committees to help ensure that we have a coordinated,
    quality-focused approach relating to our members, providers and
    state governments.  Provider
    Network
         13




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##### 



Provider
    Payment Methods
      Fee-for-Service.
  
    Maximum Allowable Fee Schedule.  Providers are
    paid the lesser of billed charges or a specified fixed payment
    for a covered service. The maximum allowable fee schedule is
    developed using, among other indicators, the state
    fee-for-service Medicaid program fee schedule, Medicare fee
    schedules, medical costs trends and market conditions.
    Per Diem and Case Rates.  Hospital facility
    costs are typically reimbursed at negotiated per diem or case
    rates, which vary by level of care within the hospital setting.
    Lower rates are paid for lower intensity services, such as a low
    birth weight newborn baby who stays in the hospital a few days
    longer than the mother, compared to higher rates for a neonatal
    intensive care unit stay for a baby born with severe
    developmental disabilities.
    Percent of Charges.  We contract with providers
    to pay them an
    agreed-upon
    percent of their standard charges for covered services. This is
    typically done where hospitals are reimbursed under the state
    fee-for-service Medicaid program on a percent of charges basis.  Capitation.
  Marketing
    and Educational Programs
   14




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##### 



®
      Information
    Technology Services
  TM
    Our
    Health Plans
     15




---



##### 



December 31,Market

2007


2006


2005Texas(1)


460,000



406,000



399,000Tennessee(2)


356,000







Georgia


211,000



227,000



Florida


206,000



202,000



219,000Maryland


152,000



145,000



141,000New York


112,000



126,000



138,000New Jersey


98,000



102,000



109,000Ohio


54,000



46,000



22,000District of Columbia


38,000



40,000



41,000Virginia


24,000



22,000



19,000South Carolina










Illinois










41,000Total


1,711,000



1,316,000



1,129,000     (1)
    
    Included in the Texas membership are approximately 13,000,
    14,000, and 10,000 members under an ASO contract in 2007, 2006
    and 2005, respectively.(2)
    
    Included in the Tennessee membership are approximately 170,000
    members under an ASO contract in 2007 commencing with the
    Memphis Managed Care Corporation (MMCC) acquisition
    effective November 1, 2007.    MedicareMarket

TANF


SCHIP


ABD


FamilyCare


AdvantageNew Jersey


ü



ü



ü



üMaryland


ü



ü



ü







üDistrict of Columbia


ü



ü







üTexas


ü



ü



ü







üFlorida


ü



ü



üNew York


ü



ü



ü



üVirginia


ü



ü



üOhio


ü



ü



üGeorgia


ü



üTennessee


ü







üSouth Carolina


ü







ü  16




---



##### 



Texas
      Tennessee
    Georgia
    Florida
   17




---



##### 



Maryland
    New
    York
    New
    Jersey
    Ohio
   18




---



##### 



District
    of Columbia
    Virginia
    South
    Carolina
    Illinois
    Employees
    Available
    Information
  1-800-SEC-0330. (http://www.sec.gov). Form 10-K, Form 10-Q, Form 8-K, Form 10-K, Form 10-Q, Form 8-K,
 19




---



##### 



20




---



##### 



Item 1A.
    Risk
    Factors  RISK
    FACTORS
  Risks
    related to being a regulated entity
  Changes
    in government regulations designed to protect providers and
    members could force us to change how we operate and could harm
    our business.
    
    force us to change how we do business,
    restrict revenue and enrollment growth,
    increase our health benefits and administrative costs,
    impose additional capital requirements, and
    increase or change our claims liability.  If
    state regulators do not approve payments of dividends,
    distributions or administrative fees by our subsidiaries to us,
    it could negatively affect our business strategy.
    Regulations
    could limit our profits as a percentage of
    revenues.
     21




---



##### 



Failure
    to comply with the terms of our contracts with our government
    partners could negatively impact our profitability and subject
    us to fines, penalties and liquidated damages.
      Failure
    to comply with government regulations could subject us to civil
    and criminal penalties and limitations on our
    profitability.
        and/or
   22




---



##### 



and/or
        Changes
    in healthcare laws could reduce our profitability.
      Changes
    in Medicaid funding by the federal government or the states
    could substantially reduce our profitability.
   23




---



##### 



If
    state governments do not renew our contracts on favorable terms
    or we fail to retain our contracts as a result of a re-bidding
    process, our business will suffer.
      Delays
    in program expansions or contract changes could negatively
    impact our business.
  start-up,
  If a
    state fails to renew its federal waiver application for mandated
    Medicaid enrollment into managed care or such application is
    denied, our membership in that state will likely
    decrease.
    We
    rely on the accuracy of eligibility lists provided by the state
    government, and in the case of our Medicare Advantage members,
    by the federal government. Inaccuracies in those lists would
    negatively affect our results of operations.
   24




---



##### 



If
    state regulatory agencies require a statutory capital level
    higher than the state regulations we may be required to make
    additional capital contributions.
    Risks
    related to our business
  Results
    of our Qui Tam litigation could negatively impact our revenues,
    profitability and liquidity.
  Qui Tam Qui Tam
       25




---



##### 



Qui
    Tam Qui Tam
  Qui Tam Qui Tam
  Qui Tam
  As
    participants in state and federal health care programs, we are
    subject to extensive fraud and abuse laws which may give rise to
    frequent lawsuits and claims against us, and the outcome of
    these lawsuits and claims may have a material adverse effect on
    our financial position, results of operations and
    liquidity.
  qui
    tam Qui Tam
  Receipt
    of inadequate or significantly delayed premiums would negatively
    impact our revenues, profitability and cash flow.
   26




---



##### 



Our
    inability to manage medical costs effectively would reduce our
    profitability.
  non-network
    Our
    limited ability to predict our incurred medical expenses
    accurately has in the past and could in the future materially
    impact our reported results.
    Our
    inability to operate new business opportunities at underwritten
    levels could have a material adverse effect on our
    business.
   27




---



##### 



Difficulties
    in executing our acquisition strategy or integrating acquired
    business could adversely affect our business.
            
    additional employees who are not familiar with our operations,
    existing provider networks, which may operate on different terms
    than our existing networks,
    existing members, who may decide to switch to another healthcare
    provider, and
    disparate information and record keeping systems.    Failure
    of a new business would negatively impact our results of
    operations.
  Start-up
 28




---



##### 



start-up
  Ineffective
    management of rapid growth or our inability to grow could
    negatively affect our results of operations, financial condition
    and business.
      We are
    subject to competition that impacts our ability to increase our
    penetration of the markets that we serve.
        Restrictions
    and covenants in our credit facility could limit our ability to
    take actions.
   29




---



##### 



Qui Tam
      Qui Tam
    Our
    debt service obligations may adversely affect our cash flow and
    our increased leverage as a result of our convertible notes
    offering and Credit Agreement may harm our financial condition
    and results of operations.
     30




---



##### 



Changes
    in accounting may affect our results of
    operations.
    Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement).
  Our
    investments in auction rate securities are subject to risks that
    may cause losses and have a material adverse effect on our
    liquidity.
  pre-determined short-term long-term
 31




---



##### 



Our
    inability to maintain good relations with providers could harm
    our profitability or subject us to material fines, penalties or
    sanctions.
      (non-network non-network non-network non-network
    Negative
    publicity regarding the managed care industry may harm our
    business and operating results.
   32




---



##### 



We may
    be subject to claims relating to medical malpractice, which
    could cause us to incur significant expenses.
      We are
    currently involved in litigation, and may become involved in
    future litigation, which may result in substantial expense and
    may divert our attention from our business.
  Qui Tam
    Changes
    in the number of Medicaid eligibles, or benefits provided to
    Medicaid eligibles or a change in mix of Medicaid eligibles
    could cause our operating results to suffer.
    Our
    inability to integrate, manage and grow our information systems
    effectively could disrupt our operations.
   33




---



##### 



Acts
    of terrorism, natural disasters and medical epidemics could
    cause our business to suffer.
    Item 1B.
    Unresolved
    Staff Comments  None.
  Item 2.
    Properties    Item 3.
    Legal
    Proceedings  Qui
    Tam
  Qui Tam Qui Tam
     34




---



##### 



Qui
    Tam Qui Tam
  Qui Tam Qui Tam
  Qui Tam
  Batty
    Litigation
   35




---



##### 



Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Company
    Name

Age

PositionJames G. Carlson


55


President and Chief Executive OfficerJames W. Truess


42


Executive Vice President and Chief Financial OfficerStanley F. Baldwin


59


Executive Vice President, General Counsel and SecretaryCatherine S. Callahan


50


Executive Vice PresidentNancy L. Grden


56


Executive Vice President and Chief Marketing OfficerWilliam T. Keena


48


Executive Vice President, Support OperationsJohn E. Littel


43


Executive Vice President, External RelationsMary T. McCluskey, M.D.


49


Executive Vice President and Chief Medical OfficerMargaret M. Roomsburg


48


Senior Vice President and Chief Accounting OfficerLeon A. Root, Jr.


54


Executive Vice President and Chief Information OfficerLinda K. Whitley-Taylor


44


Executive Vice President, Associate ServicesRichard C. Zoretic


49


Executive Vice President and Chief Operating Officer   James G. Carlson
  James W. Truess
 36




---



##### 



Stanley F. Baldwin
  Catherine S. Callahan
  Nancy L. Grden
  William T. Keena
  John E. Littel
  Mary T. McCluskey, M.D.
  Margaret M. Roomsburg
  Leon A. Root, Jr. e-commerce
  Linda K. Whitley-Taylor
  Richard C. Zoretic
 37




---



##### 



PART II.  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities        High


Low2006First quarter

$
23.31


$
18.84Second quarter


32.69



20.30Third quarter


33.07



27.40Fourth quarter


37.15



27.872007First quarter

$
39.44


$
29.63Second quarter


32.95



23.35Third quarter


35.38



23.40Fourth quarter


38.39



32.85December 31, 2007 Closing Sales Price

$
36.45         Rule 10b5-1
 38




---



##### 



Performance
    Graph
      
  Value of $100 Invested Over Past 5 Years12/31/02


12/31/03


12/31/04


12/31/05


12/31/06


12/31/07AGP


$
100.00



$
140.71



$
249.62



$
128.41



$
236.82



$
240.51Peers


$
100.00



$
175.79



$
240.34



$
366.32



$
367.49



$
419.53S&P 500


$
100.00



$
128.68



$
142.69



$
149.70



$
173.34



$
182.86  39




---



##### 



Unregistered
    Sales of Equity Securities and Use of Proceeds
  Total Number of


Maximum NumberShares (or Units


(or ApproximatePurchased


Dollar Value) ofTotal Number


Average


as Part of


Shares (or Units)of Shares


Price Paid


Publicly


that May Yet Be(or Units)


per Share


Announced


Purchased Under thePeriod(1)

Purchased


(or Unit)


Plans or Programs


Plans or ProgramsOctober 1  October 31, 2007





$








n/aNovember 1  November 30, 2007


805



36.51







n/aDecember 1  December 31, 2007














n/aTotal


805


$
36.51







     (1)
    
    The 2005 Plan allows, upon approval by the plan administrator,
    stock option recipients to deliver shares of unrestricted
    Company common stock held by the participant as payment of the
    exercise price and applicable withholding taxes upon the
    exercise of stock options or vesting of restricted stock. During
    the three months ended December 31, 2007, certain employees
    elected to tender shares to the Company in payment of related
    withholding taxes upon vesting of restricted stock. 40




---



##### 



Item 6.
    Selected
    Financial Data  Form 10-K.
  Years Ended December 31,2007


2006


2005


2004


2003(Dollars in thousands, except per share data)Income Statement Data:Revenues:Premium

$
3,872,210


$
2,795,810


$
2,311,599


$
1,813,391


$
1,615,508Investment income and other


73,320



39,279



18,310



10,340



6,726Total revenues


3,945,530



2,835,089



2,329,909



1,823,731



1,622,234Expenses:Health benefits


3,216,070



2,266,017



1,957,196



1,469,097



1,295,900Selling, general and administrative


499,000



369,896



258,446



191,915



186,856Depreciation and amortization


31,604



25,486



26,948



20,750



23,650Interest


12,291



608



608



731



1,913Total expenses


3,758,965



2,662,007



2,243,198



1,682,493



1,508,319Income before income taxes


186,565



173,082



86,711



141,238



113,915Income tax expense


70,115



65,976



33,060



55,224



46,591Net income

$
116,450


$
107,106


$
53,651


$
86,014


$
67,324Basic net income per share

$
2.21


$
2.07


$
1.05


$
1.73


$
1.56Weighted average number of shares outstanding


52,595,503



51,863,999



51,213,589



49,721,945



43,245,408Diluted net income per share

$
2.16


$
2.02


$
1.02


$
1.66


$
1.48Weighted average number of common shares and dilutive potential
    common shares outstanding


53,845,829



53,082,933



52,857,682



51,837,579



45,603,300   December 31,2007


2006


2005


2004


2003(Dollars in thousands)Balance Sheet Data:Cash and cash equivalents and short and long-term investments

$
1,067,294


$
776,273


$
587,106


$
612,059


$
535,103Total assets


2,088,621



1,345,695



1,093,588



919,850



826,021Long-term debt, less current portion


361,458















Total liabilities


1,174,714



577,110



452,034



351,138



364,307Stockholders equity


913,907



768,585



641,554



568,712



461,714  41




---



##### 



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Revenue
    Growth in 2007
      Opportunities
    for Future Membership Growth
         42




---



##### 



Market
    Updates
      Contingencies
  Update
    on the Qui Tam Litigation
  Form 10-K, Qui Tam
  Qui
    Tam Qui Tam Qui Tam Qui Tam.
  Experience
    Rebate Payable
     43




---



##### 



Risk
    Sharing Receivable
    New
    Jersey Provider Network
    Florida
    Behavioral Health
    Discussion
    of Critical Accounting Policies
    Revenue
    recognition
   44




---



##### 



Estimating
    health benefits expense and claims payable
      39-month
 45




---



##### 



Completion Factor

Increase (Decrease) inIncrease (Decrease) in Factor

Medical Claims Payable(1)(In millions)(0.50)%

$
34.0(0.25)%

$
17.00.25%

$
(17.0
)0.50%

$
(34.0
)     (1)
    
    Reflects estimated potential changes in health benefits expenses
    and medical claims payable caused by changes in completion
    factors used in developing medical claims payable estimates for
    older periods, generally periods prior to the most recent three
    months.   46




---



##### 



Medical Cost PMPM Trend

Increase (Decrease) inIncrease (Decrease) in Factor

Medical Claims Payable(2)(In millions)10.0%

$
31.55.0%

$
15.72.5%

$
7.9(2.5)%

$
(7.9
)(5.0)%

$
(15.7
)(10.0)%

$
(31.5
)     (2)
    
    Reflects estimated potential changes in health benefits expenses
    and medical claims payable caused by changes in medical costs
    PMPM trend data used in developing medical claims payable
    estimates for the most recent three months.       47




---



##### 



2007


2006


2005Medical claims payable as of January 1

$
385,204


$
348,679


$
241,253Medical claims payable assumed from businesses acquired during
    the year










27,424Health benefits expenses incurred during the year:Related to current year


3,284,302



2,328,863



1,982,880Related to prior years


(68,232
)


(62,846
)


(25,684
)Total incurred


3,216,070



2,266,017



1,957,196Health benefits payments during the year:Related to current year


2,769,331



1,971,505



1,646,664Related to prior years


290,770



257,987



230,530Total payments


3,060,101



2,229,492



1,877,194Medical claims payable as of December 31

$
541,173


$
385,204


$
348,679Current year medical claims paid as a percent of current year
    health benefits expenses incurred


84.3
%


84.7
%


83.0
%Health benefits expenses incurred related to prior years as a
    percent of prior year medical claims payable as of December 31


(17.7
)%


(18.0
)%


(10.7
)%Health benefits expenses incurred related to prior years as a
    percent of the prior years health benefits expenses
    related to current year


(2.9
)%


(3.2
)%


(1.7
)%          48




---



##### 



Premium
    Deficiency Reserves
    Income
    taxes
  Accounting for Income Taxes
        Form 10-K. Recent Accounting Standards Accounting for Uncertainty in Income Taxes
  Goodwill
    and intangible assets
  Goodwill and Other
    Intangible Assets
 49




---



##### 



Recent
    Accounting Standards
  Form 10-K.
  14-a, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement).
  Business Combinations
 50




---



##### 



Results
    of Operations
    Years Ended December 31,2007


2006


2005Premium revenue


98.1
%


98.6
%


99.2
%Investment income and other


1.9



1.4



0.8Total revenues


100.0
%


100.0
%


100.0
%Health benefits(1)


83.1
%


81.1
%


84.7
%Selling, general and administrative expenses


12.6
%


13.0
%


11.1
%Income before income taxes


4.7
%


6.1
%


3.7
%Net income


3.0
%


3.8
%


2.3
%     (1)
    
    The health benefits ratio is shown as a percentage of premium
    revenue because there is a direct relationship between the
    premium received and the health benefits provided.    December 31,


% Change2007


2006


2005


2006-2007


2005-2006Revenues:Premium

$
3,872.2


$
2,795.8


$
2,311.6



38.5
%


20.9
%Investment income and other


73.4



39.3



18.3



86.8
%


114.8
%Total revenues


3,945.6



2,835.1



2,329.9



39.2
%


21.7
%Expenses:Health benefits


3,216.1



2,266.0



1,957.2



41.9
%


15.8
%Selling, general and administrative


499.0



369.9



258.4



34.9
%


43.2
%Depreciation and amortization


31.6



25.5



26.9



23.9
%


(5.2
)%Interest


12.3



0.6



0.6



1950.0
%


0.0
%Total expenses


3,759.0



2,662.0



2,243.1



41.2
%


18.7
%Income before income taxes


186.6



173.1



86.8



7.8
%


99.4
%Income tax expense


70.1



66.0



33.1



6.2
%


99.4
%Net income

$
116.5


$
107.1


$
53.7



8.8
%


99.4
%Diluted net income per common share

$
2.16


$
2.02


$
1.02



6.9
%


98.0
%   Revenues
     51




---



##### 



December 31,Market

2007


2006


2005Texas(1)


460,000



406,000



399,000Tennessee(2)


356,000







Georgia


211,000



227,000



Florida


206,000



202,000



219,000Maryland


152,000



145,000



141,000New York


112,000



126,000



138,000New Jersey


98,000



102,000



109,000Ohio


54,000



46,000



22,000District of Columbia


38,000



40,000



41,000Virginia


24,000



22,000



19,000South Carolina










Illinois










41,000Total


1,711,000



1,316,000



1,129,000     (1)
    
    Included in the Texas membership are approximately 13,000,
    14,000, and 10,000 members under an ASO contract in 2007, 2006
    and 2005, respectively.(2)
    
    Included in the Tennessee membership are approximately 170,000
    members under an ASO contract in 2007 commencing with the MMCC
    acquisition effective November 1, 2007.      Health
    benefits
   52




---



##### 



start-up
  Selling,
    general and administrative expenses
    
    a growth in salaries and benefits expenses due to a 19.6%
    increase in the number of employees;
    an increase in premium taxes from revenue growth in markets
    where the tax is levied; and
    an increase in experience rebate expense in Texas driven by two
    factors: an accrual of $7.4 million associated with the
    resolution of audit items on all open experience rebate reports
    for prior years; and the experience rebate expense associated
    with the favorable operational performance in the State.    
    an increase in salaries and benefits as a result of a 30%
    increase in employees, stock compensation expense related to the
    adoption of FASB Statement No. 123(R) and earnings-based
    compensation not provided for in the preceding year;
    an increase in premium taxes as a result of our entry into the
    Georgia market, increased revenues in our Maryland and Ohio
    markets which bear premium tax and an increase in the premium
    tax rate in New Jersey;
    an increase in legal expenses related to the Qui TamLitigation; and
    an increase in operational and technological initiatives and
    recruiting expenses to support the Companys growth.    Depreciation
    and amortization expense
    Interest
    expense
    Provision
    for income taxes
   53




---



##### 



Net
    income
      Liquidity
    and Capital Resources
             54




---



##### 



Cash
    and Investments
    Qui Tam
     55




---



##### 



Financing
    Activities
  Credit
    Agreement
    Qui Tam
      Qui Tam
 56




---



##### 



Convertible
    Senior Notes
  Form S-3
    business-day trading-day
     57




---



##### 



and/or and/or
        Shelf
    Registration
    Contractual
    Obligations
    Contractual Obligations

Total


2008


2009


2010


2011


2012


ThereafterLong-term obligations

$
441,594


$
38,104


$
13,681


$
13,589


$
13,497


$
362,723


$
Operating lease obligations


95,018



14,482



13,760



12,846



12,045



11,404



30,481Capital lease obligations


376



376



















Total obligations

$
536,988


$
52,962


$
27,441


$
26,435


$
25,542


$
374,127


$
30,481   Operating Lease Obligations.
  Capital Lease Obligations.
 58




---



##### 



Long-term Obligations.
  Off-Balance
    Sheet Arrangements
  Qui Tam Legal Proceedings.
  Commitments
    Inflation
   Item 7A.Quantitative
    and Qualitative Disclosures About Market Risk     59




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
        Share-Based
    Payments Accounting for Uncertainty in Income Taxes
  Internal Control  Integrated
    Framework
  
   60




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands, except per share data)
  December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
487,614


$
176,718Short-term investments


199,947



167,703Restricted investments held as collateral


351,318



Premium receivables


82,940



63,594Deferred income taxes


23,475



21,550Provider and other receivables


43,913



44,098Prepaid expenses and other current assets


39,001



27,446Total current assets


1,228,208



501,109Long-term investments


379,733



431,852Investments on deposit for licensure


89,485



68,511Property, equipment and software, net


97,933



81,604Deferred income taxes


12,075



Other long-term assets


18,178



7,279Goodwill and other intangible assets, net of accumulated
    amortization of $29,986 and $27,707 at December 31, 2007
    and 2006, respectively


263,009



255,340$
2,088,621


$
1,345,695LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Claims payable

$
541,173


$
385,204Accounts payable


6,775



6,285Unearned revenue


55,937



26,116Accrued payroll and related liabilities


47,965



39,951Accrued expenses and other current liabilities


119,223



104,571Current portion of long-term debt


27,567



Current portion of capital lease obligations


368



795Total current liabilities


799,008



562,922Long-term convertible debt


260,000



Long-term debt less current portion


101,458



Capital lease obligations less current portion






415Deferred income taxes






7,637Other long-term liabilities


14,248



6,136Total liabilities


1,174,714



577,110Commitments and contingencies (note 11)Stockholdersequity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 53,129,928 and
    52,272,824 at December 31, 2007 and 2006, respectively


532



523Additional paid-in capital


412,065



391,566Retained earnings


502,182



376,547914,779



768,636Less treasury stock at cost (25,713 and 1,728 shares at
    December 31, 2007 and December 31, 2006, respectively)


(872
)


(51
)Total stockholders equity


913,907



768,585Total liabilities and stockholdersequity

$
2,088,621


$
1,345,695    61




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    INCOME STATEMENTS
  Year Ended December 31,2007


2006


2005(Dollars in thousands, except for per share data)Revenues:Premium

$
3,872,210


$
2,795,810


$
2,311,599Investment income and other


73,320



39,279



18,310Total revenues


3,945,530



2,835,089



2,329,909Expenses:Health benefits


3,216,070



2,266,017



1,957,196Selling, general and administrative


499,000



369,896



258,446Depreciation and amortization


31,604



25,486



26,948Interest


12,291



608



608Total expenses


3,758,965



2,662,007



2,243,198Income before income taxes


186,565



173,082



86,711Income tax expense


70,115



65,976



33,060Net income

$
116,450


$
107,106


$
53,651Net income per share:Basic net income per share

$
2.21


$
2.07


$
1.05Weighted average number of common shares outstanding


52,595,503



51,863,999



51,213,589Diluted net income per share

$
2.16


$
2.02


$
1.02Weighted average number of common shares and dilutive potential
    common shares outstanding


53,845,829



53,082,933



52,857,682    62




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Additional











TotalCommon Stock


Paid-in


Retained


Treasury Stock


StockholdersShares


Amount


Capital


Earnings


Shares


Amount


Equity(Dollars in thousands)Balances at January 1, 2005


50,529,724


$
505


$
352,417


$
215,790






$



$
568,712Common stock issued upon exercise of stock options and purchases
    under the employee stock purchase plan


1,037,616



11



10,756















10,767Tax benefit from exercise of stock options










8,571















8,571Other














(147
)










(147
)Net income














53,651











53,651Balances at December 31, 2005


51,567,340



516



371,744



269,294











641,554Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


707,212



7



8,734















8,741Compensation expense related to share-based payments










8,477















8,477Tax benefit from exercise of stock options










2,611















2,611Treasury stock redeemed for payment of stock option exercise


(1,728
)














1,728



(51
)


(51
)Other














147











147Net income














107,106











107,106Balances at December 31, 2006


52,272,824



523



391,566



376,547



1,728



(51
)


768,585Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


881,089



9



11,653















11,662Compensation expense related to share-based payments










11,879















11,879Tax benefit from exercise of stock options










4,664















4,664Treasury stock redeemed for payment of employee taxes


(23,985
)














23,985



(821
)


(821
)Purchase of convertible note hedge instruments










(52,702
)














(52,702
)Deferred tax asset related to purchase of convertible note hedge
    instruments










19,343















19,343Sale of warrant instruments










25,662















25,662Cumulative effect of adoption of Financial Accounting Standards
    Board Interpretation No. 48Accounting for Uncertainty in Income Taxes














9,185











9,185Net income














116,450











116,450Balances at December 31, 2007


53,129,928


$
532


$
412,065


$
502,182



25,713


$
(872
)

$
913,907    63




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(Dollars in thousands)Cash flows from operating activities:Net income

$
116,450


$
107,106


$
53,651Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


31,604



25,486



26,948Loss (gain) on disposal or abandonment of property, equipment
    and software


67



725



(61
)Deferred tax benefit


(2,204
)


(12,214
)


(1,247
)Compensation expense related to share-based payments


11,879



8,477



Tax benefit related to exercise of stock options










8,571Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Premium receivables


(19,346
)


12,548



(26,234
)Prepaid expenses, provider and other receivables and other
    current assets


(18,499
)


(21,683
)


(15,919
)Other assets


(2,577
)


(647
)


(1,074
)Claims payable


155,969



36,525



80,002Accounts payable, accrued expenses and other current liabilities


39,464



57,144



13,828Unearned revenue


29,821



21,764



(24,600
)Other long-term liabilities


8,112



420



(760
)Net cash provided by operating activities


350,740



235,651



113,105Cash flows from investing activities:Purchase of restricted investments held as collateral


(402,812
)






Release of restricted investments held as collateral


51,494







Purchase of convertible note hedge instruments


(52,702
)






Proceeds from sale of warrant instruments


25,662







Proceeds from sale of available-for-sale securities


1,618,765



1,576,108



1,120,383Purchase of available-for-sale securities


(1,602,250
)


(1,602,946
)


(1,027,478
)Proceeds from redemption of held-to-maturity securities


524,458



383,466



214,333Purchase of held-to-maturity securities


(521,098
)


(641,099
)


(237,393
)Purchase of contract rights and related assets


(11,733
)






Purchase of property and equipment and software


(40,334
)


(41,102
)


(25,819
)Proceeds from redemption of investments on deposit for licensure


63,339



50,006



46,064Purchase of investments on deposit for licensure


(84,313
)


(61,860
)


(56,329
)Purchase price adjustment paid






(4,766
)


Stock acquisition, net of cash acquired










(107,645
)Net cash used in investing activities


(431,524
)


(342,193
)


(73,884
)Cash flows from financing activities:Proceeds from issuance of convertible notes


260,000







Borrowings under credit facility


351,318







Repayment of borrowings under credit facility


(222,293
)






Payment of debt issuance costs


(11,732
)






(1,626
)Net (decrease) increase in bank overdrafts


(1,097
)


1,397



Payment of capital lease obligations


(842
)


(1,607
)


(3,323
)Proceeds from exercise of stock options and employee stock
    purchases


11,662



8,690



10,767Tax benefit related to exercise of stock options


4,664



2,611



Net cash provided by financing activities


391,680



11,091



5,818Net increase (decrease) in cash and cash equivalents


310,896



(95,451
)


45,039Cash and cash equivalents at beginning of year


176,718



272,169



227,130Cash and cash equivalents at end of year

$
487,614


$
176,718


$
272,169Non-cash disclosures:Common stock redeemed for payment of employee taxes

$
(821
)

$
(51
)

$
Cumulative effect of adoption of Financial Accounting Standards
    BoardInterpretation No. 48,Accounting for Uncertainty in Income Taxes

$
9,185


$



$
Deferred tax asset related to purchase of convertible note hedge
    instruments

$
19,343


$



$
Supplemental disclosures of cash flow information:Cash paid for interest

$
10,073


$
576


$
621Cash paid for income taxes

$
77,931


$
65,917


$
27,494    64




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2007, 2006 and 2005
    (Dollars in thousands, except for per share data)
  (1)  Corporate
    Organization and Principles of Consolidation
  (a)
    Corporate
    Organization      (b)
    Principles
    of Consolidation    (2)  Summary
    of Significant Accounting Policies and Practices
  (a)
    Cash
    Equivalents    (b)
    Short
    and Long-Term Investments and Investments on Deposit for
    Licensure       65




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (c)
    Property
    and Equipment    Leasehold improvements


3-15 yearsFurniture and fixtures


7 yearsEquipment


3-5 years   (d)
    Software  98-1, Accounting for the Costs of Software Developed or Obtained
    for Internal Use.
  (e)
    Goodwill
    and Other Intangibles  Goodwill and Other Intangible Assets Accounting for Impairment or Disposal of Long-Lived
    Assets.
  (f)
    Other
    Assets    (g)
    Income
    Taxes  Accounting for Income
    Taxes
   66




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (h)
    Premium
    Taxes    (i)
    Stock-Based
    Compensation  Shared-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Statement of Cash Flows.
 67




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005Net income:Reported net income

$
53,651Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    related tax effects


16,563Pro forma net income

$
37,088Basic net income per share:Reported basic net income per share

$
1.05Pro forma basic net income per share

$
0.72Diluted net income per share:Reported diluted net income per share

$
1.02Pro forma diluted net income per share

$
0.70     (j)
    Premium
    Revenue  and/or
  (k)
    Experience
    Rebate Payable   68




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (l)
    Claims
    Payable      2007


2006


2005Medical claims payable as of January 1

$
385,204


$
348,679


$
241,253Medical claims payable assumed from businesses acquired during
    the year










27,424Health benefits expenses incurred during the year:Related to current year


3,284,302



2,328,863



1,982,880Related to prior years


(68,232
)


(62,846
)


(25,684
)Total incurred


3,216,070



2,266,017



1,957,196Health benefits payments during the year:Related to current year


2,769,331



1,971,505



1,646,664Related to prior years


290,770



257,987



230,530Total payments


3,060,101



2,229,492



1,877,194Medical claims payable as of December 31

$
541,173


$
385,204


$
348,679Current year medical claims paid as a percent of current year
    health benefits expenses incurred


84.3
%


84.7
%


83.0
%Health benefits expenses incurred related to prior years as a
    percent of prior year medical claims payable as of December 31


(17.7
)%


(18.0
)%


(10.7
)%Health benefits expenses incurred related to prior years as a
    percent of the prior years health benefits expenses
    related to current


(2.9
)%


(3.2
)%


(1.7
)%      69




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (m)
    Stop-loss
    Coverage    (n)
    Impairment
    of Long-Lived Assets    Business Combinations.
  (o)
    Net
    Income Per Share    (p)
    Use of
    Estimates   70




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (q)
    Reclassifications    (r)
    Recent
    Accounting Standards  Accounting for
    Uncertainty in Income Taxes.
  14-a, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement).
  (s)
    Risks
    and Uncertainties     71




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (3)
    Short and
    Long-Term Investments and Investments on Deposit for
    Licensure    Gross


GrossUnrealized


UnrealizedAmortized


Holding


Holding


FairCost


Gains


Losses


Value2007:Auction rate securities  available-for-sale
    (carried at fair value)

$
104,575


$



$



$
104,575Held-to-maturity (carried at amortized cost):Commercial paper


79,092


$
15


$
6



79,101Debt securities of government sponsored entities


14,377



10



5



14,382Municipal bonds


1,903



3







1,906Total

$
95,372


$
28


$
11


$
95,3892006:Auction rate securities  available-for-sale
    (carried at fair value)

$
121,090


$



$



$
121,090Held-to-maturity (carried at amortized cost):Commercial paper


5,980


$



$




5,980Debt securities of government sponsored entities


36,633



3



6



36,630Municipal bonds


4,000







1



3,999Total

$
46,613


$
3


$
7


$
46,609  72




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gross


GrossUnrealized


UnrealizedAmortized


Holding


Holding


FairCost


Gains


Losses


Value2007:Held-to-maturity (carried at amortized cost):Corporate bond, maturing between one year and five years

$
2,897


$
2


$



$
2,899Debt securities of government sponsored entities, maturing
    within one year


40,428



98







40,526Debt securities of government sponsored entities, maturing
    between one year and five years


336,408



1,708



8



338,108Total

$
379,733


$
1,808


$
8


$
381,5332006:Held-to-maturity (carried at amortized cost):Municipal bonds, maturing within one year

$
1,998


$



$
1


$
1,997Debt securities of government sponsored entities, maturing
    within one year


96,825



13



166



96,672Debt securities of government sponsored entities, maturing
    between one year and five years


333,029



84



824



332,289Total

$
431,852


$
97


$
991


$
430,958  73




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gross


GrossUnrealized


UnrealizedAmortized


Holding


Holding


FairCost


Gains


Losses


Value2007:Money market funds

$
24,206


$



$



$
24,206U.S. Treasury securities, maturing within one year


13,622



34



4



13,652U.S. Treasury securities, maturing between one year and five
    years


2,373



134







2,507U.S. Treasury securities, maturing between five years and ten
    years


583



48







631Debt securities of government sponsored entities, maturing
    within one year


7,459



12







7,471Debt securities of government sponsored entities, maturing
    between one year and five years


40,866



203







41,069Debt securities of government sponsored entities, maturing
    between five and ten years


376



6



2



380Total

$
89,485


$
437


$
6


$
89,9162006:Money market funds

$
5,235


$



$



$
5,235Certificates of deposit


307











307U.S. Treasury securities, maturing within one year


13,540



1



5



13,536U.S. Treasury securities, maturing between one year and five
    years


2,480







26



2,454U.S. Treasury securities, maturing between five years and ten
    years


596







21



575Debt securities of government sponsored entities, maturing
    within one year


19,491



2



30



19,463Debt securities of government sponsored entities, maturing
    between one year and five years


26,460



19



55



26,424Debt securities of government sponsored entities, maturing
    between five and ten years


402



33



6



429Total

$
68,511


$
55


$
143


$
68,423  74




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Less than 12 Months


12 Months or GreaterGross








GrossUnrealized


Total





Unrealized


TotalFair


Holding


Number of


Fair


Holding


Number ofValue


Losses


Securities


Value


Losses


Securities2007:Commercial paper

$
23,760


$
6



5


$



$




Debt securities of government sponsored entities


10,869



13



5



118



2



1U.S. Treasury security


6,606



4



1











Total temporarily impaired securities

$
41,235


$
23



11


$
118


$
2



1     Less than 12 Months


12 Months or GreaterGross








GrossUnrealized


Total





Unrealized


TotalFair


Holding


Number of


Fair


Holding


Number ofValue


Losses


Securities


Value


Losses


Securities2006:Debt securities of government sponsored entities

$
383,081


$
987



191


$
36,237


$
100



20Municipal bonds


3,996



2



2











U.S. Treasury securities


6,931



5



7



2,916



47



5Total temporarily impaired securities

$
394,008


$
994



200


$
39,153


$
147



25     (4)
    Property,
    Equipment and Software, Net    2007


2006Leasehold improvements

$
32,594


$
28,700Furniture and fixtures


20,299



18,344Equipment


68,577



56,143Software


90,993



69,068212,463



172,255Less accumulated depreciation and amortization


(114,530
)


(90,651
)$
97,933


$
81,604  75




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Acquisitions  (a)
    Memphis
    Managed Care Corporation      (b)
    CarePlus     76




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and cash equivalents

$
27,755Investments on deposit for licensure


8,027Goodwill and other intangible assets


127,439Property, equipment and software


3,941Other assets


9,982Total assets acquired


177,144Claims payable


27,424Other liabilities


9,554Total liabilities assumed


36,978Net assets acquired

$
140,166     AmortizationPeriodMembership rights and provider network

$
12,900



10 yearsNon-compete agreement and trademarks


1,080



1-3 years$
13,980   (c)
    Summary
    of Goodwill and Acquired Intangible Assets    2007


2006Gross Carrying


Accumulated


Weighted


Gross Carrying


Accumulated


WeightedAmount


Amortization


Average Life


Amount


Amortization


Average LifeGoodwill

$
265,532


$
(5,773
)


n/a


$
257,403


$
(5,773
)


n/aMembership rights and provider contracts


25,867



(22,675
)


9



24,116



(20,543
)


10Non-compete agreements and trademarks


1,596



(1,538
)


2



1,528



(1,391
)


2$
292,995


$
(29,986
)





$
283,047


$
(27,707
)     EstimatedAmortizationExpense2008

$
2,2972009


4262010


2192011


1322012


89  77




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (6)
    Income
    Taxes    Years Ended December 31,2007


2006


2005Income taxes from continuing operations

$
70,115


$
65,976


$
33,060Stockholders equity, tax benefit on exercise of stock
    options


(4,664
)


(2,611
)


(8,571
)$
65,451


$
63,365


$
24,489     Current


Deferred


TotalYear ended December 31, 2007:U.S. federal

$
64,771


$
(2,676
)

$
62,095State and local


7,548



472



8,020$
72,319


$
(2,204
)

$
70,115Year ended December 31, 2006:U.S. federal

$
67,014


$
(10,917
)

$
56,097State and local


11,176



(1,297
)


9,879$
78,190


$
(12,214
)

$
65,976Year ended December 31, 2005:U.S. federal

$
29,911


$
292


$
30,203State and local


4,396



(1,539
)


2,857$
34,307


$
(1,247
)

$
33,060     Years Ended December 31,2007


2006


2005Amount


%


Amount


%


Amount


%Tax expense at statutory rate

$
65,298



35.0


$
60,579



35.0


$
30,349



35.0Increase in income taxes resulting from:State and local income taxes, net of federal income tax effect


5,354



2.9



6,121



3.5



1,857



2.1Effect of nondeductible expenses and other, net


(537
)


(0.3
)


(724
)


(0.4
)


854



1.0Total income tax expense

$
70,115



37.6


$
65,976



38.1


$
33,060



38.1    78




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2007


2006Deferred tax assets:Estimated claims incurred but not reported, a portion of which
    is deductible as paid for tax purposes

$
8,274


$
5,397Vacation, bonus, stock compensation and other accruals,
    deductible as paid for tax purposes


19,051



14,565Accounts receivable allowances, deductible as written off for
    tax purposes


4,913



4,549Start-up
    costs, deductible in future periods for tax purposes


85



205Unearned revenue, a portion of which is includible in income as
    received for tax purposes


4,207



4,967Convertible bonds original issue discount


16,865



State net operating loss/credit carryforwards, deductible in
    future periods for tax purposes


1,322



1,899Gross deferred tax asset


54,717



31,582Deferred tax liabilities:Goodwill, due to timing differences in book and tax amortization


(3,097
)


(3,690
)Property and equipment, due to timing differences in book and
    tax depreciation


(13,519
)


(10,900
)Deductible prepaid expenses and other


(2,551
)


(3,079
)Gross deferred tax liabilities


(19,167
)


(17,669
)Net deferred tax asset

$
35,550


$
13,913        79




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountBalance at January 1, 2007

$
298Additions based on tax positions for current year


Additions for tax positions of prior years


709Reductions for tax positions of prior years


(19
)Settlements


(87
)Balance at December 31, 2007

$
901     (7)
    Long-Term
    Debt    2007


2006Credit and Guaranty Agreement

$
129,025


$
2% Convertible Senior Notes due May 15, 2012


260,000



$
389,025


$
     Qui Tam
   80




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Qui Tam
  Convertible
    Senior Notes
  Form S-3
    business-day trading-day
   81




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or and/or
          Principal


Interest


Total2008

$
27,567


$
10,537


$
38,1042009


1,300



12,381



13,6812010


1,300



12,289



13,5892011


1,300



12,197



13,4972012


357,558



5,165



362,723Total debt

$
389,025


$
52,569


$
441,594  82




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (8)
    Stock
    Option Plan            Weighted-AverageRemainingWeighted-Average


Aggregate Intrinsic


Contractual TermShares


Exercise Price


Value


(Years)Outstanding at December 31, 2006


5,110,976


$
24.22Granted


751,689



32.57Exercised


(694,350
)


14.20Expired


(523,256
)


40.76Forfeited


(140,564
)


28.45Outstanding at December 31, 2007


4,504,495


$
25.11


$
56,868



5.20Exercisable as of December 31, 2007


3,604,926


$
23.93


$
50,443



5.02     Years Ended December 31,2007

2006

2005Expected volatility

43.50% - 44.31%

44.35% - 45.32%

29.96 - 46.49%Weighted-average stock price volatility

43.99%

45.11%

28.59%Expected option life

2.00 - 7.00 years

2.40 - 5.56 years

5.50 - 6.20 yearsRisk-free interest rate

3.42% - 4.82%

4.52% - 5.11%

3.76 - 4.35%Dividend yield

None

None

None  83




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    i.
    the expected life of each award granted was calculated using the
    simplified method in accordance with Staff
    Accounting Bulletin No. 107;ii.
    expected volatility is based on historical volatility
    levels; andiii.
    the risk-free interest rate is based on the implied yield
    currently available on U.S. Treasury zero coupon issues
    with a remaining term equal to the expected life.      Years Ended December 31,2007

2006

2005Cash received upon exercise of options

$
11,662


$
8,690


$
10,767Related tax benefit realized


4,664



2,611



8,571       Weighted-AverageGrant Date FairShares


ValueNon-vested balance at December 31, 2006


202,634


$
23.28Granted


198,371



31.83Vested


(98,462
)


26.85Expired






Forfeited


(25,861
)


25.53Non-vested balance at December 31, 2007


276,682


$
27.94    84




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (9)
    Earnings
    Per Share    Years Ended December 31,2007


2006


2005Basic net income per share:Net income

$
116,450


$
107,106


$
53,651Weighted average number of common shares outstanding


52,595,503



51,863,999



51,213,589Basic net income per share

$
2.21


$
2.07


$
1.05Diluted net income per share:Net income

$
116,450


$
107,106


$
53,651Weighted average number of common shares outstanding


52,595,503



51,863,999



51,213,589Dilutive effect of stock options, convertible senior notes and
    warrants (as determined by applying the treasury stock method)


1,250,326



1,218,934



1,644,093Weighted average number of common shares and dilutive potential
    common shares outstanding


53,845,829



53,082,933



52,857,682Diluted net income per share

$
2.16


$
2.02


$
1.02    85




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (10)
    Fair
    Value of Financial Instruments            (11)
    Commitments
    and Contingencies  (a)
    Minimum
    Reserve Requirements    (b)
    Malpractice   86




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c)
    Lease
    Agreements    2007


2006Equipment

$
8,071


$
16,591Accumulated amortization


(7,572
)


(15,678
)$
499


$
913       Capital


OperatingLeases


Leases2008

$
376


$
14,4722009






13,7592010






12,8452011






12,0442012






11,404Thereafter






30,492Total minimum lease payments


376


$
95,016Amount representing interest


(8
)Present value of minimum lease payments


368Current installments of obligations under capital leases


(368
)Obligations under capital leases, excluding current installments

$
     (d)
    Deferred
    Compensation Plans     87




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (e)
    Legal
    Proceedings  Qui
    Tam
  Qui Tam Qui Tam
       88




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Qui
    Tam Qui Tam
  Qui Tam Qui Tam
  Qui Tam
  Batty
    Litigation
   89




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (f)
    Other
    Contingencies  Experience
    Rebate Payable
      Risk
    Sharing Receivable
    New
    Jersey Provider Network
    Florida
    Behavioral Health
   90




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Employee
    Stock Purchase Plan      Six Month Offering Periods EndingDecember 31,


June 30,


December 31,


June 30,


December 31,


June 30,2007


2007


2006


2006


2005


2005Expected volatility


43.62
%


44.52
%


44.90
%


45.65
%


45.65
%


29.42
%Expected term


6 months



6 months



6 months



6 months



6 months



6 monthsRisk-free interest rate


4.95
%


5.07
%


5.24
%


4.16
%


3.40
%


2.44
%Divided yield


None



None



None



None



None



None     Six Month Offering Periods EndingDecember 31,

June 30,

December 31,

June 30,

December 31,

June 30,2007

2007

2006

2006

2005

2005Grant-date fair value

$
6.58


$
10.01


$
8.70


$
5.46


$
10.68


$
8.51    91




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (13)
    Parent
    Financial Statements    CONDENSED
    BALANCE SHEETS
  December 31,2007


2006(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
73,502


$
20,496Short-term investments


123,944



128,090Due from subsidiaries






17,345Restricted investments held as collateral


351,318



Deferred income taxes


7,922



7,344Prepaid expenses and other current assets


33,595



30,057Total current assets


590,281



203,332Long-term investments


8,999



5,000Investment in subsidiaries


702,488



577,857Property, equipment and software, net


78,706



71,754Deferred income taxes


13,235



Other long-term assets


17,767



7,086Subordinated loan receivable


2,366



4,203$
1,413,842


$
869,232LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,775


$
6,285Accrued payroll and related liabilities


47,965



39,951Accrued expenses and other current liabilities


38,113



40,907Due to subsidiaries


3,441



Current portion of long-term debt


27,567



Current portion of capital lease obligations


368



795Total current liabilities


124,229



87,938Long-term convertible debt


260,000



Long term debt less current portion


101,458



Capital lease obligations less current portion






415Deferred income taxes






6,158Other long-term liabilities


14,248



6,136Total liabilities


499,935



100,647Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and
    outstanding 53,129,928 and 52,272,824 at December 31, 2007 and
    2006,
    respectively


532



523Additional
    paid-in-capital


412,065



391,566Retained earnings


502,182



376,547914,779



768,636Less treasury stock at cost (25,713 and 1,728 shares at
    December 31, 2007 and
    December 31, 2006, respectively)


(872
)


(51
)Total stockholders equity


913,907



768,585Total liabilities and stockholders equity

$
1,413,842


$
869,232  92




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENTS OF INCOME
  Years Ended December 31,2007


2006


2005(Dollars in thousands, except per share data)Revenues:Service fees from subsidiaries

$
279,686


$
236,661


$
169,933Investment income and other


27,596



6,728



4,115Total revenues


307,282



243,389



174,048Expenses:Selling, general and administrative


218,785



186,810



114,532Depreciation and amortization


24,292



17,089



15,331Interest


12,282



608



608Total expenses


255,359



204,507



130,471Income before income taxes and equity earnings in subsidiaries


51,923



38,882



43,577Income tax expense


19,576



13,705



16,093Equity earnings in subsidiaries


84,103



81,929



26,167Net income

$
116,450


$
107,106


$
53,651Net income per share:Basic net income per share

$
2.21


$
2.07


$
1.05Weighted average number of shares outstanding


52,595,503



51,863,999



51,213,589Diluted net income per share

$
2.16


$
2.02


$
1.02Weighted average number of common shares and dilutive potential
    common shares outstanding


53,845,829



53,082,933



52,857,682  93




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Additional











TotalCommon Stock


Paid-in


Retained


Treasury Stock


StockholdersShares


Amount


Capital


Earnings


Shares


Amount


Equity(Dollars in thousands)Balances at January 1, 2005


50,529,724


$
505


$
352,417


$
215,790






$



$
568,712Common stock issued upon exercise of stock options and purchases
    under the employee stock purchase plan


1,037,616



11



10,756















10,767Tax benefit from exercise of stock options










8,571















8,571Other














(147
)










(147
)Net income














53,651











53,651Balances at December 31, 2005


51,567,340



516



371,744



269,294











641,554Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


707,212



7



8,734















8,741Compensation expense related to share-based payments










8,477















8,477Tax benefit from exercise of stock options










2,611















2,611Treasury stock redeemed for payment of stock option exercise


(1,728
)














1,728



(51
)


(51
)Other














147











147Net income














107,106











107,106Balances at December 31, 2006


52,272,824



523



391,566



376,547



1,728



(51
)


768,585Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


881,089



9



11,653















11,662Compensation expense related to share-based payments










11,879















11,879Tax benefit from exercise of stock options










4,664















4,664Treasury stock redeemed for payment of employee taxes


(23,985
)














23,985



(821
)


(821
)Purchase of convertible note hedge instruments










(52,702
)














(52,702
)Deferred tax asset related to purchase of convertible note hedge
    instruments










19,343















19,343Sale of warrant instruments










25,662















25,662Cumulative effect of adoption of Financial Accounting Standards
    Board Interpretation No. 48 Accounting for Uncertainty
    in Income Taxes














9,185











9,185Net income














116,450











116,450Balances at December 31, 2007


53,129,928


$
532


$
412,065


$
502,182



25,713


$
(872
)

$
913,907  94




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    STATEMENTS OF CASHFLOWS
  Years Ended December 31,2007


2006


2005(Dollars in thousands)Cash flows from operating activities:Net income

$
116,450


$
107,106


$
53,651Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


24,292



17,089



15,331Loss on disposal or abandonment of property, equipment and
    software


84



269



Deferred tax (benefit) expense


(628
)


(10,882
)


3,416Compensation expense related to share-based payments


11,879



8,477



Tax benefit related to exercise of stock options










8,571Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Equity earnings in subsidiaries


(84,103
)


(81,929
)


(26,167
)Unearned revenue


(5,561
)






Prepaid expenses and other current assets


(3,095
)


(18,357
)


(2,016
)Other assets


(2,359
)


(672
)


(1,077
)Accounts payable and other current liabilities


13,450



43,904



3,899Other long-term liabilities


8,112



420



(760
)Net cash provided by operating activities


78,521



65,425



54,848Cash flows from investing activities:Purchase of restricted investments held as collateral, net


(351,318
)






Purchase of convertible note hedge instruments


(52,702
)






Proceeds from sale of warrant instruments


25,662







Proceeds from sale (purchase) of securities, net


147



5,462



(23,724
)Purchase of property and equipment and software


(27,918
)


(37,319
)


(19,762
)Contributions made to subsidiaries


(102,847
)


(87,291
)


(153,426
)Dividends received from subsidiaries


70,519



34,151



9,533Net cash used in investing activities


(438,457
)


(84,997
)


(187,379
)Cash flows from financing activities:Change in due from and to subsidiaries, net


20,165



10,877



(10,710
)Proceeds from issuance of convertible notes


260,000







Borrowings under credit facility


351,318







Repayment of borrowings under credit facility


(222,293
)






Payment of debt issuance costs


(11,732
)






(1,626
)Payment of capital lease obligations


(842
)


(1,607
)


(3,229
)Proceeds from exercise of stock options and employee stock
    purchases


11,662



8,690



10,767Tax benefit related to exercise of stock options


4,664



2,611



Net cash provided by (used in) financing activities


412,942



20,571



(4,798
)Net increase (decrease) in cash and cash equivalents


53,006



999



(137,329
)Cash and cash equivalents at beginning of period


20,496



19,497



156,826Cash and cash equivalents at end of period

$
73,502


$
20,496


$
19,497  95




---



##### 



AMERIGROUP
    CORPORATION AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Quarterly
    Financial Data (unaudited)  Three Months Ended2007

March 31


June 30


September 30


December 31Premium revenues

$
819,594


$
985,952


$
1,013,620


$
1,053,044Health benefits expenses


683,308



818,848



840,749



873,165Selling, general and administrative expenses


106,117



121,401



129,941



141,541Income before income taxes


34,013



52,187



50,308



50,057Net income


21,293



32,787



31,248



31,122Diluted net income per share


0.40



0.61



0.58



0.57Weighted average number of common shares and dilutive potential
    shares outstanding


53,721,113



53,523,482



53,816,534



54,299,050   Three Months Ended2006

March 31


June 30


September 30


December 31Premium revenues

$
666,158


$
633,340


$
698,507


$
797,805Health benefits expenses


525,466



527,945



570,928



641,678Selling, general and administrative expenses


79,224



83,514



92,316



114,842Income before income taxes


62,318



24,430



39,656



46,678Net income


37,278



15,280



24,604



29,944Diluted net income per share


0.71



0.29



0.46



0.56Weighted average number of common shares and dilutive potential
    shares outstanding


52,591,485



52,995,812



53,331,741



53,525,958  96




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and Procedures.
  Rules 13a-15(e) 15d-15(e)
  Internal Control over Financial Reporting.
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
  Internal
    Control  Integrated Framework
    Changes in Internal Controls
    Other
    
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company; 97




---



##### 




    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with U.S. generally accepted accounting
    principles, and that receipts and expenditures of the Company
    are being made only in accordance with authorizations of
    management and directors of the Company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    the Companys assets that could have a material effect on
    the consolidated financial statements.    Item 9B.
    Other
    Information   98




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
    
   99




---



##### 



PART III.  Item 10.
    Directors,
    Executive Officers and Corporate Governance          Item 11.
    Executive
    Compensation  Form 10-K,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Number of SecuritiesNumber of


Weighted-


Remaining AvailableSecurities to be


Average Exercise


for Future IssuanceIssued Upon


Price of


Under EquityExercise of


Outstanding


Compensation PlansOutstanding


Options,


(excluding securitiesOptions, Warrants


Warrants and


reflected in the firstand Rights


Rights


column)(1)Equity compensation plans approved by security holders


4,504,495


$
25.11



3,716,156Equity compensation plans not approved by security holders










Total


4,504,495


$
25.11



3,716,156     (1)
    
    Includes a total of 3,003,099 shares not yet issued as of
    December 31, 2007 under the 1994 Stock Plan and the 2000,
    2003, and 2005 Equity Incentive Plans and 713,057 shares
    not yet issued under the Employee Stock Purchase Plan.      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   100




---



##### 



Item 14.
    Principal
    Accountant Fees and Services   PART IV.  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements.
    Financial Statement Schedules.
    Exhibits.
    ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.2 to our Current Report on
    Form 8-K
    filed on February 14, 2008).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement on
    Form S-1
    (No. 333-347410)).4
.3

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).4
.4

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).10
.1

Retirement and Consulting Agreement by and between AMERIGROUP
    Corporation and Jeffrey L. McWaters, dated September 30,
    2007 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on October 3, 2007).10
.2

Letter Agreement among AMERIGROUP Corporation and Bank of
    America, N.A., dated March 23, 2007 (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on March 26, 2007).10
.3

Security Agreement, AMERIGROUP Corporation and Bank of America,
    N.A., dated March 23, 2007 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 26, 2007).10
.4

Credit and Guaranty Agreement, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, and the various
    lenders, (incorporated by reference to exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    filed on May 3, 2007). 101




---



##### 



ExhibitNumber

Description10
.5

Amendment to the Credit and Guaranty Agreement dated
    March 28, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.6

Amendment to the Credit and Guaranty Agreement dated
    April 18, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.6.1

Amendment to the Credit and Guaranty Agreement dated
    November 30, 2007, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on December 3, 2007).10
.7

Pledge and Security Agreement among AMERIGROUP Corporation, PHP
    Holdings, Inc. and Wachovia Bank, as collateral agent,
    (incorporated by reference to exhibit 10.7 to our Quarterly
    Report on
    Form 10-Q
    filed on May 3, 2007).10
.8

Confirmation, Re Convertible Note Hedge Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.9

Confirmation, Re Issuer Warrant Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.10

Amendment to Confirmation, Re Issuer Warrant Transaction, dated
    April 3, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 9, 2007).10
.11

Form 2003 Cash Incentive Plan of the Company (incorporated
    by reference to exhibit 10.38 to our Quarterly Report on
    Form 10-Q,
    filed on August 11, 2003).10
.12

Form 2007 Cash Incentive Plan of the Company (incorporated
    by reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on May 14, 2007).10
.13

Form 2005 Equity Incentive Plan (incorporated by reference
    to our Definitive Proxy Statement Pursuant to Schedule 14a
    of the Securities Exchange Act of 1934, filed on April 4,
    2005).10
.14

Form the Officer and Director Indemnification Agreement
    (incorporated by reference to exhibit 10.16 to our
    Registration Statement on
    Form S-1
    (No. 333-37410)).10
.15

Form of Employee Non-compete, Nondisclosure and Developments
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on February 23, 2005).10
.16

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K,
    filed on February 14, 2008).10
.17

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.17.1

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.3 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.18

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.4 to our Current Report
    Form 8-K
    filed on February 14, 2008).10
.19

Form of 2005 Executive Deferred Compensation Plan between
    AMERIGROUP Corporation and Executive Associates (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 4, 2005). 102




---



##### 



ExhibitNumber

Description10
.20

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on March 4, 2005).10
.21

Employment Agreement of James G. Carlson dated January 16,
    2008 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on January 18, 2008).10
.22

Noncompetition Agreement for James G. Carlson dated
    January 16, 2008 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on January 18, 2008).10
.23

Separation Agreement and General Release with E. Paul Dunn, Jr.
    former Executive Vice President and Chief Financial Officer
    effective December 2, 2005 (incorporated by reference to
    our Current Report on
    Form 8-K,
    filed on December 6, 2005).10
.24

Form of Separation Agreement between AMERIGROUP Corporation and
    Eric M. Yoder, M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed February 16, 2007).*10
.25.1

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.11 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.25.2

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.12 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.25.3

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2007 (incorporated by reference to
    exhibit 10.25.3 to our Quarterly Report on
    Form 10-Q
    filed on July 30, 2007).10
.26

Amendment No. 00017, dated March 1, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract
    (POHC-2002-D-2003)
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on May 5, 2005).10
.26.1

Amendment No. 00026, dated December 31, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective January 1, 2006
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.26.2

Amendment No. 00027, dated December 30, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective January 1, 2006
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.26.3

Amendment No. 00029 to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) effective August 1, 2006 (incorporated
    by reference to exhibit 10.23.1 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.27.1

Medical Services Contract by and between Florida Healthy Kids
    Corporation and AMERIGROUP Florida, Inc., dated October 1,
    2005 (incorporated by reference to exhibit 10.5 to our
    Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).*10
.27.2

Medicaid Managed Care Services Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. for Broward County, Florida effective July 1,
    2006 (incorporated by reference to exhibit 10.25.11 to our
    Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.27.2.1

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    July 1, 2007 (incorporated by reference to
    exhibit 10.27.2.1 to our Amended Quarterly Report on
    Form 10-Q/A
    filed on December 21, 2007). 103




---



##### 



ExhibitNumber

Description*10
.27.2.2

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    September 30, 2007 filed herewith.*10
.27.2.3

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    January 1, 2008 filed herewith.10
.27.3

Medical Contract between the State of Florida, Agency for Health
    Care Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on November 7, 2006).10
.27.3.1

Amendment No. 1 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 1 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 5, 2007).10
.27.3.2

Amendment No. 4 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 4 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on September 7, 2007).10
.27.3.3

Amendment No. 5 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 5 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.27.3.4

Amendment No. 6 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 6 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.2
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.27.3.5

Amendment No. 7 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 7 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 7, 2008).*10
.27.4

Amendment to Medical Services Contract by and between Florida
    Healthy Kids Corporation and AMERIGROUP Florida, Inc., dated
    October 12, 2006 (incorporated by reference to
    exhibit 10.25.4 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.28

Medicaid Contract between New York City Department of Health and
    Mental Hygiene and CarePlus, L.L.C. date October 1, 2004
    (incorporated by reference to Exhibit 10.48 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005).10
.28.1

Contract Amendment, dated January 1, 2005, to the Medicaid
    Managed Care Model Contract between New York City Department of
    Health and Mental Hygiene and CarePlus LLC. Dated
    October 1, 2004 (incorporated by reference to
    Exhibit 10.48.1 to our Current Report on
    Form 8-K
    filed on May 5, 2005).10
.29

Child Health Plus Contract by and between The State of New York
    Department of Health and CarePlus Health Plan is effective for
    the period July 1, 1998 through September 30, 2005
    (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005).10
.29.1

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus Contract by
    and between The State of New York Department of Health and
    CarePlus Health Plan is effective for the period
    September 30, 2005 through December 31, 2005 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005).10
.29.2

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus by and between
    The State of New York Department of Health and CarePlus Health
    Plan is effective for the period January 1, 2006 through
    December 31, 2006 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005). 104




---



##### 



ExhibitNumber

Description10
.30

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The City of New York through the State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q
    filed on November 4, 2005).10
.31

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The State of New York Department of
    Health and CarePlus LLC effective for the period October 1,
    2005 through September 30, 2008 (incorporated by reference
    to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.32.1

Amendment to Medicaid Managed Care Model Contract by The State
    of New York Department of Health and CarePlus LLC effective for
    the period October 1, 2005 through September 30, 2008
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.32.2

Amendment to Medicaid Managed Care Model Contract by and between
    The State of New York Department of Health and CarePlus LLC
    effective for the period from April 1, 2006 through
    September 30, 2008 (incorporated by reference to
    exhibit 10.29.2 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.33

Contract dated July 19, 2005 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2005 through September 30,
    2006 with six optional renewal periods (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 26, 2005).10
.33.1

Contract rates to contract dated July 19, 2005 between
    Georgia Department of Community Health and AMGP Georgia Managed
    Care Company, Inc. for the period from July 1, 2005 through
    September 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1.1 to our Current
    Report on
    Form 8-K
    filed on July 26, 2005).10
.33.2

Contract dated June 8, 2007 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2007 through June 30, 2008
    with five optional renewal periods (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 5, 2007).*10
.33.3

Amendment dated January 30, 2008 between Georgia Department
    of Community Health and AMGP Georgia Managed Care Company, Inc.
    for the period from July 1, 2007 through June 30, 2008
    filed herewith.10
.34

Contract with Eligible Medicare Advantage Organization Pursuant
    to Sections 1851 through 1859 of the Social Security Act
    for the Operation of a Medicare Advantage Coordinated Care
    Plan(s) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.34.1

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 effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).10
.35.1

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Dallas
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.1 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.2

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.2 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.3

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Tarrant
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.3 to our Annual Report on
    Form 10-K
    filed on March 1, 2006). 105




---



##### 



ExhibitNumber

Description10
.35.4

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Travis
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.4 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.5

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.5 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.6

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    Exhibit 10.32.6 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).*10
.35.7

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    exhibit 10.32.7 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.35.8

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Childrens Health Insurance Program
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.8 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).Health & Human Services Commission Uniform Managed
    Care Contract covering all service areas and products in which
    the subsidiary has agreed to participate, effective
    September 1, 2006 (incorporated by reference to
    exhibit 10.32.9 to our*10
.35.9

Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.35.10

Amendment, effective September 1, 2007, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal,
    programs in the Bexar, Dallas, Harris, Nueces, Tarrant and
    Travis Service Delivery Areas effectively extending the contract
    through August 31, 2008 (incorporated by reference to
    Exhibit 10.35.10 to our Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).10
.36.1

AMERIGROUP Corporation Change in Control Benefit Policy
    (incorporated by reference to Exhibit 10.35.10 to our
    Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).12
.1

Computation of Ratio of Earnings to Fixed Charges14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to Exhibit 10.35.10 to our
    Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).21
.1

List of Subsidiaries23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm, with respect to financial statements of the registrant.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 22, 2008.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 22, 2008.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated February 22, 2008.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 106




---



##### 



SIGNATURES
    Corporation
  By:
    /s/  James
    W. Truess   Title:
    Executive Vice President and     Signatures

Title

Date/s/  James
    G. CarlsonJames
    G. Carlson

Director, President and Chief Executive Officer

February 22, 2008/s/  James
    W. TruessJames
    W. Truess

Executive Vice President and Chief Financial Officer

February 22, 2008/s/  Margaret
    M. RoomsburgMargaret
    M. Roomsburg

Senior Vice President and Chief Accounting Officer

February 22, 2008/s/  Jeffrey
    L. McWatersJeffrey
    L. McWaters

Chairman of the Board of Directors

February 22, 2008/s/  Thomas
    E. CappsThomas
    E. Capps

Director

February 22, 2008/s/  Jeffrey
    B. ChildJeffrey
    B. Child

Director

February 22, 2008/s/  Kay
    Coles JamesKay
    Coles James

Director

February 22, 2008/s/  William
    J. McBrideWilliam
    J. McBride

Director

February 22, 2008/s/  Uwe
    E. Reinhardt, Ph.D.Uwe
    E. Reinhardt, Ph.D.

Director

February 22, 2008/s/  Richard
    D. ShirkRichard
    D. Shirk

Director

February 22, 2008  108




---



##### 



EXHIBITS
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.2 to our Current Report on
    Form 8-K
    filed on February 14, 2008).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement on
    Form S-1
    (No. 333-347410)).4
.3

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).4
.4

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).10
.1

Retirement and Consulting Agreement by and between AMERIGROUP
    Corporation and Jeffrey L. McWaters, dated September 30,
    2007 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on October 3, 2007).10
.2

Letter Agreement among AMERIGROUP Corporation and Bank of
    America, N.A., dated March 23, 2007 (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on March 26, 2007).10
.3

Security Agreement, AMERIGROUP Corporation and Bank of America,
    N.A., dated March 23, 2007 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 26, 2007).10
.4

Credit and Guaranty Agreement, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, and the various
    lenders, (incorporated by reference to exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.5

Amendment to the Credit and Guaranty Agreement dated
    March 28, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.6

Amendment to the Credit and Guaranty Agreement dated
    April 18, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.6.1

Amendment to the Credit and Guaranty Agreement dated
    November 30, 2007, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed December 3, 2007).10
.7

Pledge and Security Agreement among AMERIGROUP Corporation, PHP
    Holdings, Inc. and Wachovia Bank, as collateral agent,
    (incorporated by reference to exhibit 10.7 to our Quarterly
    Report on
    Form 10-Q
    filed on May 3, 2007).10
.8

Confirmation, Re Convertible Note Hedge Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).10
.9

Confirmation, Re Issuer Warrant Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).




---



##### 



ExhibitNumber

Description10
.10

Amendment to Confirmation, Re Issuer Warrant Transaction, dated
    April 3, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed on April 9, 2007).10
.11

Form 2003 Cash Incentive Plan of the Company (incorporated
    by reference to exhibit 10.38 to our Quarterly Report on
    Form 10-Q,
    filed on August 11, 2003).10
.12

Form 2007 Cash Incentive Plan of the Company (incorporated
    by reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on May 14, 2007).10
.13

Form 2005 Equity Incentive Plan (incorporated by reference
    to our Definitive Proxy Statement Pursuant to Schedule 14a
    of the Securities Exchange Act of 1934, filed on April 4,
    2005).10
.14

Form the Officer and Director Indemnification Agreement
    (incorporated by reference to exhibit 10.16 to our
    Registration Statement on
    Form S-1
    (No. 333-37410)).10
.15

Form of Employee Non-compete, Nondisclosure and Developments
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on February 23, 2005).10
.16

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K,
    filed on February 14, 2008).10
.17

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.17.1

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.3 to our Current Report on
    Form 8-K
    filed on February 14, 2008).10
.18

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.4 to our Current Report
    Form 8-K
    filed on February 14, 2008).10
.19

Form of 2005 Executive Deferred Compensation Plan between
    AMERIGROUP Corporation and Executive Associates (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed on March 4, 2005).10
.20

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.3 to our Current
    Report on
    Form 8-K
    filed on March 4, 2005).10
.21

Employment Agreement of James G. Carlson dated January 16,
    2008 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on January 18, 2008).10
.22

Noncompetition Agreement for James G. Carlson dated
    January 16, 2008 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed on January 18, 2008).10
.23

Separation Agreement and General Release with E. Paul Dunn, Jr.
    former Executive Vice President and Chief Financial Officer
    effective December 2, 2005 (incorporated by reference to
    our Current Report on
    Form 8-K,
    filed on December 6, 2005).10
.24

Form of Separation Agreement between AMERIGROUP Corporation and
    Eric M. Yoder, M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed February 16, 2007).*10
.25.1

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.11 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.25.2

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.12 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.25.3

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2007 (incorporated by reference to
    exhibit 10.25.3 to our Quarterly Report on
    Form 10-Q
    filed on July 30, 2007).10
.26.1

Amendment No. 00026, dated December 31, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective January 1, 2006
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).




---



##### 



ExhibitNumber

Description10
.26.2

Amendment No. 00027, dated December 30, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective January 1, 2006
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.26.3

Amendment No. 00029 to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) effective August 1, 2006 (incorporated
    by reference to exhibit 10.23.1 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.27.1

Medical Services Contract by and between Florida Healthy Kids
    Corporation and AMERIGROUP Florida, Inc., dated October 1,
    2005 (incorporated by reference to exhibit 10.5 to our
    Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).*10
.27.2

Medicaid Managed Care Services Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. for Broward County, Florida effective July 1,
    2006 (incorporated by reference to exhibit 10.25.11 to our
    Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.27.2.1

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    July 1, 2007 (incorporated by reference to
    exhibit 10.27.2.1 to our Amended Quarterly Report on
    Form 10-Q/A
    filed on December 21, 2007).*10
.27.2.2

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    September 30, 2007 filed herewith.*10
.27.2.3

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    January 1, 2008 filed herewith.10
.27.3

Medical Contract between the State of Florida, Agency for Health
    Care Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on November 7, 2006).10
.27.3.1

Amendment No. 1 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 1 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 5, 2007).10
.27.3.2

Amendment No. 4 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 4 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on September 7, 2007).10
.27.3.3

Amendment No. 5 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 5 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.27.3.4

Amendment No. 6 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 6 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.2
    to our Current Report on
    Form 8-K,
    filed on December 5, 2007).10
.27.3.4

Amendment No. 7 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 7 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 7, 2008).*10
.27.4

Amendment to Medical Services Contract by and between Florida
    Healthy Kids Corporation and AMERIGROUP Florida, Inc., dated
    October 12, 2006 (incorporated by reference to
    exhibit 10.25.4 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.30

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The City of New York through the State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q
    filed on November 4, 2005).




---



##### 



ExhibitNumber

Description10
.31

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The State of New York Department of
    Health and CarePlus LLC effective for the period October 1,
    2005 through September 30, 2008 (incorporated by reference
    to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.32.1

Amendment to Medicaid Managed Care Model Contract by The State
    of New York Department of Health and CarePlus LLC effective for
    the period October 1, 2005 through September 30, 2008
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.32.2

Amendment to Medicaid Managed Care Model Contract by and between
    The State of New York Department of Health and CarePlus LLC
    effective for the period from April 1, 2006 through
    September 30, 2008 (incorporated by reference to
    exhibit 10.29.2 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.33

Contract dated July 19, 2005 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2005 through September 30,
    2006 with six optional renewal periods (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 26, 2005).10
.33.1

Contract rates to contract dated July 19, 2005 between
    Georgia Department of Community Health and AMGP Georgia Managed
    Care Company, Inc. for the period from July 1, 2005 through
    September 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1.1 to our Current
    Report on
    Form 8-K
    filed on July 26, 2005).10
.33.2

Contract dated June 8, 2007 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2007 through June 30, 2008
    with five optional renewal periods (incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 5, 2007).*10
.33.3

Amendment dated January 30, 2008 between Georgia Department
    of Community Health and AMGP Georgia Managed Care Company, Inc.
    for the period from July 1, 2007 through June 30, 2008
    filed herewith.10
.34

Contract with Eligible Medicare Advantage Organization Pursuant
    to Sections 1851 through 1859 of the Social Security Act
    for the Operation of a Medicare Advantage Coordinated Care
    Plan(s) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.34.1

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 effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).10
.35.1

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Dallas
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.1 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.2

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.2 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.3

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Tarrant
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.3 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.4

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Travis
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.4 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.5

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.5 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).




---



##### 



ExhibitNumber

Description10
.35.6

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    Exhibit 10.32.6 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).*10
.35.7

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    exhibit 10.32.7 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.35.8

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Childrens Health Insurance Program
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.8 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).*10
.35.9

Health & Human Services Commission Uniform Managed
    Care Contract covering all service areas and products in which
    the subsidiary has agreed to participate, effective
    September 1, 2006 (incorporated by reference to
    exhibit 10.32.9 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.35.10

Amendment, effective September 1, 2007, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal,
    programs in the Bexar, Dallas, Harris, Nueces, Tarrant and
    Travis Service Delivery Areas effectively extending the contract
    through August 31, 2008 (incorporated by reference to
    Exhibit 10.35.10 to our Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).10
.36.1

AMERIGROUP Corporation Change in Control Benefit Policy
    (incorporated by reference to Exhibit 10.35.10 to our
    Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).12
.1

Computation of Ratio of Earnings to Fixed Charges14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to Exhibit 10.35.10 to our
    Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).21
.1

List of Subsidiaries23
.1

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm, with respect to financial statements of the registrant.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 22, 2008.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    February 22, 2008.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated February 22, 2008.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission.