##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 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, VA

23462(Address of principal executive
    offices)

(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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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Table
    of Contents
  Part I.
    Financial InformationItem 1.


Financial
    Statements


3Condensed
    Consolidated Balance Sheets as of March 31, 2007 and
    December 31, 2006


3Condensed
    Consolidated Income Statements for the three months ended
    March 31, 2007 and 2006


4Condensed
    Consolidated Statements of Stockholders Equity for the
    three months ended March 31, 2007


5Condensed
    Consolidated Statements of Cash Flows for the three months ended
    March 31, 2007 and 2006


6Notes to Condensed
    Consolidated Financial Statements


7Item 2.


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


16Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


28Item 4.


Controls and
    Procedures


29Part II.
    Other InformationItem 1.


Legal
    Proceedings


30Item 1A.


Risk
    Factors


32Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


34Item 3.


Defaults Upon
    Senior Securities


34Item 4.


Submission of
    Matters to a Vote of Security Holders


34Item 5.


Other
    Information


34Item 6.


Exhibits


34   2




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##### 



Part I.
    Financial Information   Item 1.
    Financial
    Statements  AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Balance Sheets
 (Dollars in thousands, except per share data)
 (Unaudited)
 March 31,


December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
257,004


$
176,718Short-term investments


79,224



167,703Restricted investments held as
    collateral


402,812



Premium receivables


54,901



63,594Deferred income taxes


21,873



21,550Provider and other receivables


36,708



44,098Prepaid expenses and other


32,738



27,446Total current assets


885,260



501,109Long-term investments


403,340



431,852Investments on deposit for
    licensure


79,970



68,511Property and equipment, net


48,658



46,983Software, net


35,772



34,621Deferred income taxes


12,365



Other long-term assets


18,998



7,279Goodwill and other intangible
    assets, net


254,658



255,340$
1,739,021


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

$
383,619


$
385,204Accounts payable


4,520



6,285Unearned revenue


63,431



63,765Accrued payroll and related
    liabilities


24,824



39,951Accrued expenses and other current
    liabilities


64,596



66,922Current portion of long-term debt


21,300



Current portion of capital lease
    obligations


739



795Total current liabilities


563,029



562,922Long-term convertible debt


240,000



Long-term debt


128,700



Capital lease obligations less
    current portion


222



415Deferred income taxes






7,637Other long-term liabilities


10,422



6,136Total liabilities


942,373



577,110Stockholders equity:Common stock, $0.01 par
    value. Authorized 100,000,000 shares; issued and
    outstanding 52,441,965 and 52,272,824 at March 31, 2007 and
    December 31, 2006, respectively


525



523Additional paid-in capital


389,569



391,566Retained earnings


407,025



376,547797,119



768,636Less treasury stock at cost
    (14,143 and 1,728 shares at March 31, 2007 and
    December 31, 2006, respectively)


(471
)


(51
)Total stockholders equity


796,648



768,585Total liabilities and
    stockholders equity

$
1,739,021


$
1,345,695   3




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Income Statements
 (Dollars in thousands, except per share data)
 (Unaudited)
  Three MonthsEnded March 31,2007


2006Revenues:Premium

$
819,594


$
666,158Investment income and other


12,723



7,718Total revenues


832,317



673,876Expenses:Health benefits


683,308



525,466Selling, general and administrative


106,117



79,224Depreciation and amortization


8,374



6,752Interest


505



116Total expenses


798,304



611,558Income before income taxes


34,013



62,318Income tax expense


12,720



25,040Net income

$
21,293


$
37,278Net income per share:Basic net income per share

$
0.41


$
0.72Weighted average number of common
    shares outstanding


52,339,205



51,590,786Diluted net income per share

$
0.40


$
0.71Weighted average number of common
    shares and dilutive potential common shares outstanding


53,721,113



52,591,485    4




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Statements Of Stockholders Equity
 Three Months Ended March 31, 2007
 (Dollars in thousands)
 (Unaudited)
  Additional











TotalCommon Stock


Paid-in


Retained


Treasury Stock


StockholdersShares


Amount


Capital


Earnings


Shares


Amount


EquityBalances at January 1, 2007


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


181,556



2



2,343















2,345Compensation expense related to
    share-based payments










1,960















1,960Tax benefit from exercise of stock
    options










1,000















1,000Treasury stock redeemed for payment
    of employee taxes


(12,415
)














12,415



(420
)


(420
)Purchase of convertible note hedge
    instruments










(48,648
)














(48,648
)Deferred tax asset related to
    purchase of convertible note hedge instruments










17,660















17,660Sale of warrant instruments










23,688















23,688Cumulative effect of adoption of
    Financial Interpretation No. 48, Accounting for
    Uncertainty in Income Taxes














9,185











9,185Net income














21,293











21,293Balances at March 31, 2007


52,441,965


$
525


$
389,569


$
407,025



14,143


$
(471
)

$
796,648    5




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Statements Of Cash Flows
 (Dollars in thousands)
 (Unaudited)
  Three MonthsEnded March 31,2007


2006Cash flows from operating
    activities:Net income

$
21,293


$
37,278Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


8,374



6,752Deferred tax benefit


(2,665
)


(5,850
)Compensation expense related to
    share-based payments


1,960



2,009Changes in assets and liabilities
    increasing (decreasing) cash flows from operations:Premium receivables


8,693



25,489Prepaid expenses, provider and
    other receivables and other current assets


2,973



(3,817
)Other assets


(2,790
)


(287
)Claims payable


(1,585
)


908Accounts payable, accrued expenses
    and other current liabilities


(10,490
)


33,552Unearned revenue


(334
)


60,834Other long-term liabilities


4,286



(974
)Net cash provided by operating
    activities


29,715



155,894Cash flows from investing
    activities:Purchase of restricted investments
    held as collateral


(402,812
)


Purchase of convertible note hedge
    instruments


(48,648
)


Proceeds from sale of warrant
    instruments


23,688



Proceeds from sale of
    available-for-sale
    securities


464,974



341,175Purchase of
    available-for-sale
    securities


(410,011
)


(381,325
)Proceeds from redemption of
    held-to-maturity
    securities


185,676



63,243Purchase of
    held-to-maturity
    securities


(123,648
)


(180,563
)Purchase of property, equipment and
    software


(8,816
)


(5,564
)Proceeds from redemption of
    investments on deposit for licensure


9,255



17,110Purchase of investments on deposit
    for licensure


(20,714
)


(22,083
)Net cash used in investing
    activities


(331,056
)


(168,007
)Cash flows from financing
    activities:Proceeds from issuance of
    convertible notes


240,000



Borrowings under credit facility


351,318



Repayment of borrowings under
    credit facility


(201,318
)


Payment of debt issuance costs


(10,631
)


Net decrease in bank overdrafts


(838
)


Payment of capital lease obligations


(249
)


(496
)Proceeds from exercise of common
    stock options


2,345



674Tax benefit related to exercise of
    stock options


1,000



160Net cash provided by financing
    activities


381,627



338Net increase (decrease) in cash and
    cash equivalents


80,286



(11,775
)Cash and cash equivalents at
    beginning of period


176,718



272,169Cash and cash equivalents at end of
    period

$
257,004


$
260,394Non-cash disclosures:Common stock redeemed for payment
    of employee taxes

$
(420
)

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

$
9,185


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

$
17,660


$
    6




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes to
    Condensed Consolidated Financial Statements
 (Dollars in thousands, except per share data)
 (Unaudited)
  1.
    Basis
    of Presentation    Form 10-K
  2.
    Earnings
    per Share    Three MonthsEnded March 31,2007


2006Basic net income per share:Net income

$
21,293


$
37,278Weighted average number of common
    shares outstanding


52,339,205



51,590,786Basic net income per share

$
0.41


$
0.72Diluted net income per share:Net income

$
21,293


$
37,278Weighted average number of common
    shares outstanding


52,339,205



51,590,786Dilutive effect of stock options,
    convertible senior notes and warrants (as determined by applying
    the treasury stock method)


1,381,908



1,000,699Weighted average number of common
    shares and dilutive potential common shares outstanding


53,721,113



52,591,485Diluted net income per share

$
0.40


$
0.71      7




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
    3.
    Recent
    Accounting Pronouncement  Accounting for Uncertainty in Income Taxes. Accounting for Income
    Taxes.
    and/or
  4.
    Long-Term
    Obligations  New
    Credit Agreement
         8




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
               Convertible
    Senior Notes
         9




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
    business-day trading-day
  20-day
     10




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
               5.
    Contingencies  Legal
    Proceedings
  Qui
    Tam
   11




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##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
                12




---



##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
    Class
    Action Complaints
        Stockholder
    Derivative Demand Letter
     13




---



##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
    Other
    Contingencies
  Experience
    Rebate Payable
    Florida
    Behavioral Health
    Risk
    Sharing Receivable
    New
    Jersey Provider Network
   14




---



##### 



AMERIGROUP
    Corporation And Subsidiaries
  Notes To
    Condensed Consolidated Financial
    Statements  (Continued)
    6.
    Changes
    in Estimates  Revenue    7.
    Changes
    in Estimates  Health Benefits Expenses   15




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##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-looking
    Statements
  Form 10-Q, time-to-time,
    
    national, state and local economic conditions, including their
    effect on the rate increase process, timing of payments, and the
    availability and cost of labor, utilities and materials;
    the effect of government regulations and changes in regulations
    governing the healthcare industry, including our compliance with
    such regulations and their effect on certain of our unit costs
    and our ability to manage our medical costs;
    changes in Medicaid and Medicare payment levels and
    methodologies and the application of such methodologies by the
    Federal and state governments;
    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;
    our ability to meet our debt service obligations and meet the
    covenants contained in our New Credit Agreement;
    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 or other
    regulatory changes, 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.  Form 10-K
 16




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##### 



Overview
      
    Membership increased 21.2 percent to 1,332,000, from
    March 31, 2006 to March 31, 2007;
    Total membership in AMERIPLUS, which serves people in
    Medicaids Aged, Blind and Disabled (ABD) population,
    increased by 43.7 percent to 125,000 members from
    March 31, 2006 to March 31, 2007;
    Revenues of $832.3 million, a 23.5 percent increase
    over the first quarter of 2006;
    Health benefits ratio of 83.4 percent of premium revenues;
    Selling, general and administrative expense ratio of
    12.7 percent of total revenues;
    Cash flow from operations was $29.7 million;
    Issued $240.0 million in aggregate principal amount of
    2.0 percent convertible senior notes due 2012. The
    transaction included an over-allotment of $20.0 million
    which was exercised in April bringing the total to
    $260.0 million;
    Entered into a new credit facility, under which there was
    $150.0 million outstanding at March 31, 2007. The
    facility also includes a $50.0 million revolving facility,
    which currently has no amounts outstanding; and
    NCQA awarded our subsidiary, AMERIGROUP Community Care of the
    District of Columbia, a three-year Commendable Accreditation
    Status.  Revenue
    Growth
        Operating
    Costs
  Health
    Benefits
   17




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##### 



Selling,
    general and administrative expenses
    Status of
    Qui Tam Litigation
      Long-term
    Obligations
  New
    Credit Agreement
    Convertible
    Senior Notes
   18




---



##### 



Significant
    Market Updates
              Contingencies
  Experience
    Rebate Payable
   19




---



##### 



Florida
    Behavioral Health
    Risk
    Sharing Receivable
    New
    Jersey Provider Network
   20




---



##### 



Results
    of Operations
    Three Months EndedMarch 31,2007


2006Premium revenue


98.5
%


98.9
%Investment income and other


1.5



1.1Total revenues


100.0
%


100.0
%Health benefits(1)


83.4
%


78.9
%Selling, general and
    administrative expenses


12.7
%


11.8
%Income before income taxes


4.1
%


9.2
%Net income


2.6
%


5.5
%     (1)
    
    The HBR is shown as a percentage of premium revenue because
    there is a direct relationship between the premium received and
    the health benefits provided.  Three
    Months Ended March 31, 2007 compared to Three Months Ended
    March 31, 2006
    March 31,


% Change2007


2006


2007-2006Revenues:Premium

$
819.6


$
666.2



23.0
%Investment income and other


12.7



7.7



64.9
%Total revenues


832.3



673.9



23.5
%Expenses:Health benefits


683.3



525.5



30.0
%Selling, general and administrative


106.1



79.2



34.0
%Depreciation and amortization


8.4



6.8



23.5
%Interest


0.5



0.1



400.0
%Total expenses


798.3



611.6



30.5
%Income before income taxes


34.0



62.3



(45.4
)%Income tax expense


12.7



25.0



(49.2
)%Net income

$
21.3


$
37.3



(42.9
)%Diluted net income per common share

$
0.40


$
0.71



(43.7
)%   Revenues
   21




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##### 



Membership
    March 31,2007


2006Texas


429,000



386,000Georgia


220,000



Florida


198,000



206,000Maryland


149,000



142,000New York


122,000



134,000New Jersey


101,000



105,000Ohio


51,000



24,000District of Columbia


39,000



41,000Virginia


23,000



21,000Illinois






40,000Total


1,332,000



1,099,000Percentage growth from
    March 31, 2006 to March 31, 2007


21.2
%     March 31,Product

2007


2006AMERICAID (Medicaid 
    TANF)


895,000



768,000AMERIKIDS (SCHIP)


264,000



192,000AMERIPLUS (Medicaid 
    SSI)


125,000



87,000AMERIFAM (FamilyCare)


43,000



45,000AMERIVANTANGE (SNP)


5,000



7,000Total


1,332,000



1,099,000    22




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##### 



Health
    benefits expenses
    Selling,
    general and administrative expenses
        Depreciation
    and amortization expense
    Interest
    expense
    Provision
    for income taxes
    Liquidity
    and Capital Resources
   23




---



##### 



New
    Credit Agreement
                     24




---



##### 



Convertible
    Senior Notes
          business-day trading-day
  20-day
   25




---



##### 



26




---



##### 



Shelf
    Registration
  time-to-time
  Cash
    flows
      
    a decrease in net income of approximately $16.0 million;
    a decrease in cash flows from the change in premium receivables
    of approximately $16.8 million primarily as a result of
    increase in cash flows in the prior year from the change in
    timing of the receipt of the New York premium with no comparable
    increase in cash flows in the current period;
    a decrease in cash flows from the change in accounts payable,
    accrued expenses and other current liabilities primarily as a
    result of the timing of income tax payments in the prior year
    generating approximately $30.6 million in cash flows not
    recurring in the current period and payment of bonuses that did
    not occur in the prior period resulting in a decrease of
    approximately $18.0 million in cash flows in the current
    period; and
    a decrease in the change in unearned revenue of approximately
    $61.2 million as a result of increases in Maryland and
    Texas unearned in the prior period not recurring in the current
    year.    
    the change in prepaid expenses, provider and other receivables
    and other current assets of approximately $6.8 million
    driven primarily by a decrease in current period in the
    insurance recovery receivable related to the shareholder
    litigation settled in 2006.       27




---



##### 



Regulatory
    Capital and Dividend Restrictions
    New
    Accounting Pronouncement
  Accounting for Uncertainty in Income
    Taxes. Accounting for Income Taxes.
    and/or
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   28




---



##### 



Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   29




---



##### 



Part II. Other
    Information  Item 1.
    Legal
    Proceedings  Qui
    Tam
               30




---



##### 



Class
    Action Complaints
        Shareholder
    Derivative Demand Letter
   31




---



##### 



Item 1A.
    Risk
    Factors  Risk Factors Form 10-K
  Results
    of our Qui Tam litigation could negatively impact our revenues,
    profitability and cash flows.
      and/or
   32




---



##### 



Restrictions
    and covenants in our New Credit Agreement could limit our
    ability to take actions.
            Our
    debt service obligations may adversely affect our cash flow and
    our increased leverage as a result of our convertible notes
    offering and New Credit Agreement may harm our financial
    condition and results of operations.
     33




---



##### 



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Maximum number(or ApproximateTotal number of


Dollar Value) ofAverage


Shares (or Units


Shares (or Units)Total Number of


Price Paid


Purchased as Part of


that May Yet BeShares (or Units)


per Share


Publicly Announced


Purchased Under thePeriod

Purchased


(or Unit)


Plans or Programs


Plans or ProgramsJanuary 1 
    January 31, 2007





$








n/aFebruary 1 
    February 28, 2007(1)


4,178



35.42







n/aMarch 1  March 31,
    2007(1)


8,237



33.01







n/aTotal


12,415


$
33.82







n/a     Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    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)). 34




---



##### 



ExhibitNumber

Description4
.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

Second Amended and Restated
    Employment Agreement of Jeffrey L. McWaters, dated
    October 2, 2000 (incorporated by reference to our
    Registration Statement
    No. 333-3740
    on
    Form S-1
    which was declared effective by the Securities and Exchange
    Commission on November 5, 2001).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, filed herewith.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, filed herewith.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, filed herewith.10
.7

Pledge and Security Agreement
    among AMERIGROUP Corporation, PHP Holdings, Inc. and Wachovia
    Bank, as collateral agent, filed herewith.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 of
    Form 10-Q,
    filed on August 11, 2003).10
.12

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
.13

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
.14

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). 35




---



##### 



ExhibitNumber

Description10
.15

Form of Incentive Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report of
    Form 8-K,
    filed on May 13, 2005).10
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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
.22

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
.24.1

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
.24.2

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

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
.25.1

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
.25.2

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
.25.3

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
.26.1

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
.26.2

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
.26.3

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). 36




---



##### 



ExhibitNumber

Description10
.26.3.1

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
.26.4

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
.27

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
.27.1

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
.28

Child Health Plus 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
    June 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
.28.1

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 June 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
.28.2

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
.29

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
.30

Medicaid Managed Care Model and
    Family Health Plus 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 November 4, 2005).10
.31.1

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
.31.2

Amendment to Medicaid Managed Care
    Model Contract by 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
.32

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 June 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
.32.1

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 June 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

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). 37




---



##### 



ExhibitNumber

Description10
.33.1

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
.34.1

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
.34.2

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
.34.3

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
.34.4

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
.34.5

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
.34.6

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
.34.7

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
.34.8

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
.34.9

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
.23

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).31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated May 3, 2007.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated May 3, 2007.32


Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated May 3, 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. 38




---



##### 



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/  Jeffrey
    L. McWaters    Chairman and Chief
  Executive Officer
    By:
    /s/  James
    W. Truess    Executive Vice President and
  Chief Financial Officer
   39




---



##### 



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

Second Amended and Restated
    Employment Agreement of Jeffrey L. McWaters, dated
    October 2, 2000 (incorporated by reference to our
    Registration Statement
    No. 333-3740
    on
    Form S-1
    which was declared effective by the Securities and Exchange
    Commission on November 5, 2001).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, filed herewith.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, filed herewith.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, filed herewith.10
.7

Pledge and Security Agreement
    among AMERIGROUP Corporation, PHP Holdings, Inc. and Wachovia
    Bank, as collateral agent, filed herewith.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). 40




---



##### 



ExhibitNumber

Description10
.11

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

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
.13

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
.14

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
.15

Form of Incentive Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report of
    Form 8-K,
    filed on May 13, 2005).10
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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
.22

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
.24.1

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
.24.2

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

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
.25.1

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
.25.2

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
.25.3

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). 41




---



##### 



ExhibitNumber

Description10
.26.1

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
.26.2

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
.26.3

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
.26.3.1

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
.26.4

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
.27

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
.27.1

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
.28

Child Health Plus 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
    June 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
.28.1

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 June 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
.28.2

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
.29

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
.30

Medicaid Managed Care Model and
    Family Health Plus 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 November 4, 2005).10
.31.1

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
.31.2

Amendment to Medicaid Managed Care
    Model Contract by 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). 42




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##### 



ExhibitNumber

Description10
.32

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 June 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
.32.1

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 June 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

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
.33.1

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
.34.1

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
.34.2

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
.34.3

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
.34.4

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
.34.5

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
.34.6

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
.34.7

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
.34.8

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
.34.9

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). 43




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##### 



ExhibitNumber

Description10
.23

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).31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated May 3, 2007.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated May 3, 2007.32


Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated May 3, 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. 44