##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q/A
  (Amendment No. 1)
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 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, VA(Address of principal
    executive offices)

23462(Zip Code)    Registrants telephone number, including
    area code:
    (757) 490-6900
  þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ




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##### 



EXPLANATORY
    NOTE
  Form 10-Q 8-K
      Item 6.
    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

By-Laws of the Company (incorporated by reference to
    exhibit 3.2 to our Registration Statement on
    Form S-3
    (No. 333-108831)).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
.2

AMERIGROUP Corporation Second Restated Investor Rights
    Agreement, dated July 28, 1998 (incorporated by reference
    to exhibit 4.2 to our Registration Statement on
    Form S-1
    (No. 333-37410)).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 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 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 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 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 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). 2




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##### 



ExhibitNumber

Description10
.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
.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 of 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 10.1 to our Current Report on
    Form 8-K,
    filed on May 13, 2005).10
.17

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed on May 13, 2005).10
.18

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.3 to our Current
    Form 8-K
    filed on May 13, 2005).10
.19

Form of AMERIGROUP Corporation Nonqualified Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current
    Form 8-K
    filed on November 3, 2005).10
.20

The Board of Directors approved and adopted a resolution for
    director compensation practices on February 10, 2005
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on February 15, 2005)10
.21

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 March 4, 2005).10
.22

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed March 4, 2005).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). 3




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##### 



ExhibitNumber

Description*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 filed herewith.10
.27.3

Medicaid 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
.27.4

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). 4




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##### 



ExhibitNumber

Description10
.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 Care Plus 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 Care
    Plus 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 Care Plus 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).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).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 September 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, 2005).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). 5




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##### 



ExhibitNumber

Description10
.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).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).*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 2008
    (incorporated by reference to exhibit 10.36.1 to our
    Quarterly Report on
    Form 10-Q
    filed on November 2, 2007)14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics 2008
    (incorporated by reference to exhibit 14.1 to our Quarterly
    Report on
    Form 10-Q
    filed on November 2, 2007).31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    December 21, 2007.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    December 21, 2007.     *
    
    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. 6




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##### 



Signatures
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, the Registrant has duly caused this Report to be signed
    on its behalf by the undersigned thereunto duly authorized.
  Corporation
  By:
    /s/  James
    G. Carlson   President and Chief
 Executive Officer
    By:
    /s/  James
    W. Truess   Executive Vice President and
 Chief Financial Officer
   7




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##### 



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

By-Laws of the Company (incorporated by reference to
    exhibit 3.2 to our Registration Statement on
    Form S-3
    (No. 333-108831)).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
.2

AMERIGROUP Corporation Second Restated Investor Rights
    Agreement, dated July 28, 1998 (incorporated by reference
    to exhibit 4.2 to our Registration Statement on
    Form S-1
    (No. 333-37410)).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 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 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 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 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 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
.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). 8




---



##### 



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 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 of 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 10.1 to our Current Report on
    Form 8-K,
    filed on May 13, 2005).10
.17

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed on May 13, 2005).10
.18

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.3 to our Current
    Form 8-K
    filed on May 13, 2005).10
.19

Form of AMERIGROUP Corporation Nonqualified Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current
    Form 8-K
    filed on November 3, 2005).10
.20

The Board of Directors approved and adopted a resolution for
    director compensation practices on February 10, 2005
    (incorporated by reference to our Current Report on
    Form 8-K
    filed on February 15, 2005).10
.21

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 March 4, 2005).10
.22

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed March 4, 2005).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). 9




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##### 



ExhibitNumber

Description10
.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 filed herewith.10
.27.3

Medicaid 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
.27.4

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 Care Plus 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 Care
    Plus 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 Care Plus 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). 10




---



##### 



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 September 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, 2005).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). 11




---



##### 



ExhibitNumber

Description10
.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).*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 10.36.1 to our
    Quarterly Report on
    Form 10-Q
    filed on November 2, 2007).14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to exhibit 14.1 to our Quarterly
    Report on
    Form 10-Q
    filed on November 2, 2007).31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    December 21, 2007.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    December 21, 2007.     *
    
    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. 12