**Exhibit 14.1****AMERIGROUP CODE OF BUSINESS CONDUCT AND ETHICS**1. Introduction — Commitment to Compliance   AMERIGROUP Corporation, including its subsidiaries and affiliates (“AMERIGROUP”), itsassociates, officers and Directors are committed to maintaining the highest ethicalstandards in the conduct of their business and maintaining a work environment that promotesand requires compliance with applicable governing laws.   The Code of Business Conduct and Ethics (the “Code”) shall be posted on the AMERIGROUP’scorporate website, www.amerigroupcorp.com, and on AMERIGROUP’s intranet site, ART.   This Code reflects AMERIGROUP’s missions and values. It holds each person and entityaccountable for their actions and/or omissions and must be part of AMERIGROUP’s day-to-dayoperations. AMERIGROUP has a zero tolerance policy for fraudulent or abusive activities byits associates, officers and Directors. 2. Code of Business Conduct and Ethics Operation   AMERIGROUP and each associate, officer and Director must operate ethically and adhere tothis Code, AMERIGROUP policies and applicable laws and regulations. Compliance with theCode is a condition of employment or association with AMERIGROUP. To ensure this, eachassociate, officer and Director is required to read this Code, participate in annualtraining and acknowledge in writing his or her understanding of this Code and agreement toabide by it during the merit review process. Each AMERIGROUP Director must acknowledge inwriting his or her understanding of this Code and agreement to abide by it on an annualbasis at the Board meeting in which the Yearly Compliance Review report is presented.   It is AMERIGROUP’s policy to comply with all applicable laws, rules and regulations relatedto its operation and to act in an honest and ethical manner at all times. No associate,officer or Director should ever assume or read between the lines that AMERIGROUP wants himor her to violate a law or regulation or to act unethically even if asked to do so by asupervisor. 3. Code of Business Conduct and Ethics Associate Training   Each associate of AMERIGROUP must successfully complete compliance training on the Code ofBusiness Conduct and Ethics within ninety days of joining AMERIGROUP and annuallythereafter.   Supervisors must ensure that each associate under his or her supervision completes thistraining. If an associate has failed to successfully complete compliance training, theassociate cannot participate in the annual merit review process.
 

 
4. Express Your Ethics — Compliance Reporting   As part of the obligations of this Code, each associate, officer and Director covered underthis Code is required to report any suspected or observed misconduct, including violationsof law or policy.   For ease in reporting, AMERIGROUP created anonymous hotlines that may be utilized in lieuof making a report directly to the Compliance Officer. The Compliance Officer isresponsible for the day-to-day compliance with the Code. The Nominating and CorporateGovernance Committee (the “Nominating Committee”) of the AMERIGROUP Board of Directorsoversees the operation of the Code and receives direct reports from the Compliance Officer.Associates should refer to ART for the specific policies and procedures related to theduties of the Compliance Officer and the Compliance Committee.   The hotlines are accessible by calling 1-877-660-7890 (AMERIGROUP associates only) orvisiting http://amerigroup.silentwhistle.com or www.silentwhistle.com. Note if you usewww.silentwhistle.com you will need to type in AMERIGROUP under the company name.   Reporting Financial Issues: Any associate may submit, on a confidential, anonymousbasis, any concerns regarding financial statement disclosures, accounting, internalaccounting controls or auditing matters by identifying the concern in writing andforwarding the report in a sealed envelope to the Corporate Secretary. The outside of theenvelope must include the language “To be opened by the Audit Committee only.”   Associates wishing to discuss the report with the Audit Committee must include a contactnumber with the report so that the Audit Committee can contact the associate if it deemsthe discussion necessary to address the reported concerns.   Associates who do not wish to submit the sealed report to the Corporate Secretary, may alsoutilize the anonymous hotlines. In such an instance, the General Auditor will be notifiedso that an investigation and report may be made to the Audit Committee.   Confidentiality regarding those who make compliance reports and those potentially involvedis maintained to the extent possible during a compliance investigation.   No associate, officer and Director who, in good faith, reports suspected misconduct shallbe retaliated against or otherwise disciplined by AMERIGROUP for making such an allegation. 5. 5. Nonretaliation   No associate, officer and Director who, in good faith, reports suspected misconduct shallbe retaliated against or otherwise disciplined by AMERIGROUP for making such an allegation
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  An associate, officer or Director who believes that he or she is being retaliated againstfor following the Code of Conduct and Business Ethics and/or reporting a suspectedviolation of the Code should notify the Compliance Officer and/or Associate Services. 6. Administration of the Code of Conduct and Ethics   This Code will be administered by the Nominating Committee. The Nominating Committee hasthe authority to issue interpretations of the Code and propose amendments thereto.   The Board of Directors must approve all amendments to the Code. The Board of Directors mustapprove any waivers from the Code for members of the Board of Directors or officers ofAMERIGROUP.   Disclosures of Waivers: Any waiver of the Code for Directors or executive officersshall be disclosed to the public on AMERIGROUP’s website within five business days afterthe waiver is granted. 7. Corrective Actions   Failure to comply with this Code, or the applicable laws and/or regulations may result incorrective action up to and including termination from employment or association withAMERIGROUP and in appropriate cases may involve civil or criminal sanctions. 8. Conduct Under The Code A. Conflict of Interest    Associates, officers and Directors must conduct themselves in a manner that avoidsactual or apparent conflicts of interest and that protects AMERIGROUP’s businessreputation.    A conflict of interest arises when an associate’s, officer’s or Director’s judgment isor may be influenced by considerations of improper personal gain or benefit to theassociate, officer and Director or another person. The following are general examplesof conflicts of interest.    Business Opportunities/Vendor Relationships: Conflicts may arise from theaffiliation of an associate or officer with a business entity that is a competitor,customer, provider or supplier, or otherwise does business with AMERIGROUP.    Associates, officers and Directors owe a duty to AMERIGROUP to advance its legitimateinterests when the opportunity to do so arises. Any associate, officer or Director wholearns of a business or investment opportunity through the use
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   of corporate property or information or their position at AMERIGROUP, such as from acompetitor, actual or potential customer or business associate of AMERIGROUP, may notparticipate in the opportunity or make the investment without the prior writtenapproval of the Compliance Officer. Directors must obtain the prior approval of theBoard of Directors. Such an opportunity should be considered an investment opportunityfor AMERIGROUP in the first instance. Associates, officers and Directors may not usecorporate property or information or their positions at AMERIGROUP for improperpersonal gain and may not compete with the AMERIGRIOUP.    Duty to Report:    As conflicts are not always clear-cut, each associate has the obligation to report alltransactions or relationships that reasonably could be expected to give rise to aconflict. Because it is impossible to outline every potential conflict, associatesshould recognize that the appearance of a conflict of interest may be just as damagingto AMERIGROUP’s reputation as a real conflict, even when no wrong is done. Associatesmust make a full and timely disclosure of any situation that may result in a conflictof interest or the appearance of a conflict. Such reports must be made to theassociate, officer and Director’s manager and the Compliance Officer. Decisions as towhether there is a conflict or the appearance of one will be determined by AMERIGROUPunder the direction of the Compliance Officer.    Director Conflicts: Directors can also face potential conflicts of interest orbusiness relationships could affect their status as an independent Director. Certainactions or interests held by a Director can make it difficult to perform his or herwork for AMERIGROUP in an objective and effective manner.    Duty to Report:    As conflicts are not always clear-cut, Directors shall report any potential conflictsto and are encouraged generally to consult with the Corporate Secretary or GeneralCounsel. The Corporate Secretary or General Counsel will then consult with the Chairmanof the Board or the full Board as necessary.    Family and Personal Relationships — Duty to Report: When a family member orclose friend of an associate living in the same household works for a competitor,customer, provider or supplier of AMERIGROUP, a potential conflict exists as there is achance for favoritism or inappropriate sharing of confidential information. This mustbe reported by the associate to the Compliance Officer.    Gifts and Favors: Associates, officers and/or Directors shall not accept gifts,payments, fees services, discounts, valuable privileges or other favors which would ormight appear to improperly influence them in performance of their duties.
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   Travel and Entertainment: AMERIGROUP pays or reimburses legitimate travelexpenses in accordance with its expense policy. Business related entertainment may beaccepted or provided as long as it is reasonable under all circumstances and isconsistent with AMERIGROUP’s mission and values. Entertainment would be unreasonable ifit could be perceived to influence the recipients business decision related toAMERIGROUP. Even modest entertainment should be refused if it could appear to areasonable observer that the entertainment would unduly influence the recipient’sbusiness decisions.    If an associate uses AMERIGROUP suppliers, contractors or associates for personalbusiness, the associate is expected to pay fair market value for services rendered andmaterials provided. Although the use of associates for the personal business interestsof fellow associates, officers or Directors is not absolutely prohibited, it is highlydiscouraged.    Loans and Guarantees of Obligations: AMERIGROUP may not make or arrange forloans, guarantees or extensions of credit to its associates, officers and Directors.Associates, officers and Directors or their family members are prohibited fromsoliciting or accepting loans or guarantees of obligations from third parties who arevendors to AMERIGROUP.  B. Record Keeping and Use of AMERIGROUP Resources    Associates must establish and maintain a system of internal accounting controlsdesigned to prevent unauthorized, unrecorded or inaccurately recorded transactions andpermit the preparation of financial statements according to generally acceptedaccounting.    Associates must ensure that reports and documents filed or submitted by AMERIGROUP tothe Securities and Exchange Commission and in other public communications contain full,fair, accurate, timely and understandable disclosures.    All communication systems and other property, including, but not limited to, electronicmail, internet access or voice mail are the property of AMERIGROUP Corporation and areto be used primarily for business purposes. While highly limited personal use ispermitted, each associate should assume that the communications are not private.    AMERIGROUP maintains the right to monitor each associate’s communication uses includingweb sites accessed via the internet.    Personal use of general office supplies including, but not limited to, paper, pens andstamps is considered theft by AMERIGROUP and will subject the associate to correctiveaction under AMERIGROUP’s policies and procedures.  C. Fraud, Abuse, Dishonesty, or Criminal Conduct
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   Fraud, abuse, dishonesty, or criminal conduct involving the operations of AMERIGROUP isprohibited and will not be tolerated.    Fraud is a broad concept that refers generally to any intentional act committed tosecure an unfair or unlawful gain.    Abuse refers to an activity that is not consistent with generally accepted business,medical, or fiscal standard practices.    Financial Fraud generally involves one of the following categories:    Fraudulent financial reporting: This generally involves earning management arising fromimproper revenue recognition, and overstatement of assets or understatement ofliabilities.    Misappropriation of assets: This involves internal or external schemes includingembezzlement, payroll fraud and theft.    Expenditures and liabilities for improper purposes: This type of financial fraudincludes commercial and public bribery, kickbacks or other improper payment schemes.    Fraudulently obtained revenue and assets, and costs and expenses avoided: Thisgenerally involves schemes in which an entity commits a fraud against its associates orthird parties. It also includes situations in which an entity improperly avoids anexpense such as tax fraud.    Duty to Report:    Suspected or identified conduct on the part of anyone inside or outside AMERIGROUP thatviolates this Code must be reported immediately to the Compliance Officer.    Each associate, officer and Director must cooperate with, and be truthful during, allauthorized investigations.    If an associate, officer and Director subject to this Code is contacted by any lawenforcement or other governmental agency about actual or suspected illegal conduct ofany kind, such contact must be reported immediately to the Compliance Officer.  D. Securities Transactions and Other Corporate Opportunities    Associates, officers and Directors are required to follow and abide by the applicabletrading policies adopted by the company and identified as follows: Policy Statement onTrading in Company Securities by Employees and the Policy Statement on Trading inCompany Securities by Directors and Officers.  E. Intellectual Property
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   Intellectual property used by AMERIGROUP, whether owned or licensed from others, is avaluable asset and must be protected from unauthorized use or disclosure.    Each associate, officer and Director is responsible for the proper handling of allintellectual property under his or her control. This includes all names, logos,trademarks, patents, service marks and copyrights. All associates, officers andDirectors must abide by AMERIGROUP’s policy and procedures for the use and protectionof intellectual property.  F. Safeguarding member health information and other proprietary, confidential ornon-public information    Member health information and other proprietary, confidential or nonpublic informationrelated to AMERIGROUP and/or entities with which it conducts business must be handledproperly in order to protect such information from inappropriate access, use anddisclosure. All associates and vendors are required to abide by the rules andregulations of the Health Insurance Portability and Accountability Act (HIPAA).    AMERIGROUP has specific policies in place that must be followed to protect the privacyof such information. AMERIGROUP has designated a Privacy Officer to oversee its privacypolicies that are available on ART.    AMERIGROUP also maintains a building security system in each location and requires itsassociates to wear and/or display identification badges at all times. Identificationbadges are required for all associates, temporaries, vendors and visitors. Detailedinformation on identification badges is located on ART.  G. Business and Trade Practices    All associates, officers and Directors are expected to comply fully with all federaland state laws and regulations applicable to AMERIGROUP’s businesses and with allapplicable company policies. Compliance with these laws, regulations and rules isperiodically tested by market conduct examinations and other regulatory inquiries. **•** Each associate, officer and Director has a duty to consult with the ComplianceOfficer on any matter relating to actual or potential noncompliance with any lawor regulation or any of the company’s contractual commitments.  **•** Each associate, officer and Director must adhere to appropriate proceduresgoverning the retention and destruction of records consistent with applicablelaws, regulations, company policies and business needs. H. Government Contracting
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   When AMERIGROUP accepts government contracts, it has an obligation to ensure that itadministers those contracts in a manner that fully complies with contracting laws andregulations.    Associates must comply fully with all federal, state and local laws regulatinggovernment contracting. **•** Managers and officers must abide by specific rules governing the recruitmentand employment of current or former government employees.  **•** Associates and officers must comply with all laws that apply in the countrieswhere AMERIGROUP does business.  **•** Associates and officers must be accurate and complete in all representationsand certifications in negotiating or administering government contracts. Thesubmission of a proposal, quotation, reconciliation, rate submission,certification or other document or statement that is false, incomplete ormisleading can result in liability for both the company and the associate, officerand Director. Questions should be directed to legal counsel. I. Employment Practices    Employment decisions must be based only on an associate’s or applicant’squalifications, demonstrated skills and achievements without regard to race, color,sex, national origin, religion, age, disability, veteran status, citizenship, sexualorientation, gender identity or marital status.    For specific information regarding AMERIGROUP’s policies and procedures related toemployment practices or other categories identified in the Code, associates shouldrefer to ART or consult their manager or designated Associate Services Representative.    Equal Opportunity and Affirmative Action:    It is the Company’s policy to provide opportunities for recruitment, hiring, training,and promotion, to qualified applicants without regard to race, color, sex, age,religion, national origin, disability or veteran status, or other protectedclassifications.    Associates are responsible for administering all company programs and benefitsaccording to their terms, without discrimination.    Duty to Report: Suspected discriminatory treatment of an associate or applicant must bereported immediately to the Compliance Officer.    Work Environment: All associates are entitled to be treated with respect anddignity. This includes maintenance of a work environment free of harassment.
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   Sexual Harassment: ART contains detailed information on associates’ andmanagers’ responsibilities with respect to sexual harassment including the duty toreport.    Unwelcome sexual advances, requests for sexual favors, and other verbal or physicalconduct of a sexual nature constitute sexual harassment when: a) Submission to such conduct is made either explicitly or implicitly aterm or condition of employment or as a basis for an employment decision, or  b) Such advances, requests or conduct have the purpose or effect ofunreasonably interfering with an individual’s work performance or creating anintimidating, hostile, humiliating or sexually offensive work environment.   Nepotism: Any associate, officer or Director who may report, directly orindirectly to a person who is a relative or to a person with whom the associate,officer or Director has a close personal relationship that may adversely affect suchmanager’s ability to supervise objectively and effectively must disclose therelationship to (i) his or her managers at a higher level than that at which therelationship exists, and (ii) to the Compliance Officer.  J. Political Contributions    AMERIGROUP believes that being a good corporate and individual citizen involves votingand being involved in campaigns that affect us. However, there are rules on whatAMERIGROUP and associates can and cannot do relative to elections and politicalactivities. AMERIGROUP works very hard to make certain that we comply with both thespirit and the intent of all applicable state and federal elections laws.  K. Fair Dealing    Each associate, officer and Director must deal fairly with the customers, competitorsand employees of AMERIGROUP. AMERIGROUP depends on its reputation for quality, serviceand integrity. Associates, officers and Directors must never take unfair advantage ofothers through manipulation, concealment, abuse of privileged information,misrepresentation of material facts or any other unfair dealing practices.  L. Quality of Care    Each associate, officer and Director must at all times remain aware of the need toarrange for the provision of quality care to AMERIGROUP health plan members. WhileAMERIGROUP is not a provider of direct medical care, the Company’s goal is to provideaccess to quality care for health plan members.    As a result of this focus, AMERIGROUP personnel must guard against any actionsincluding those described below that may result in underutilization of care. Allassociates, officers and Directors should keep in mind that this list is not
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   all inclusive and that each person has an obligation to avoid actions or inactions thaterode the quality of care available to health plan members: **•** deliberately fail to contract with sufficient providers in the geographicservice area to handle enrollee membership  **•** deliberately delay in approving or fail to approve timely submittedmedically necessary referrals  **•** deliberately establish a utilization review process that is so burdensomethat no enrollee could reasonably be expected to fulfill the requirements; or  **•** deliberately and categorically deny payment of claims that meet claimsrequirements and otherwise qualify for coverage.
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