##### Table of Contents



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
    September 30, 2006ORo

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 StatementsCondensed
    Consolidated Balance Sheets as of September 30, 2006 and
    December 31, 2005


3Condensed
    Consolidated Income Statements for the three and nine months
    ended September 30, 2006 and 2005


4Condensed
    Consolidated Statements of Cash Flows for the nine months
    ended
    September 30, 2006 and 2005


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.


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


18Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


29Item 4.


Controls and
    Procedures


29Part II.
    Other InformationItem 1.


Legal
    Proceedings


30Item 1A.


Risk
    Factors


31Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


32Item 3.


Defaults Upon
    Senior Securities


32Item 4.


Submission of
    Matters to a Vote of Security Holders


33Item 5.


Other
    Information


33Item 6.


Exhibits


33EX-10.6.12EX-10.25.4EX-10.32.7EX-10.32.9EX-31.1EX-31.2EX-32   2




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##### Table of Contents



Part I.
    Financial Information  Item 1.
    Financial
    Statements  AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Balance Sheets
 (Dollars in thousands, except per share data)
 (Unaudited)
  September 30,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
236,502


$
272,169Short-term investments


225,071



130,054Premium receivables


51,993



76,142Deferred income taxes


24,567



11,972Provider and other receivables


38,722



24,873Prepaid expenses


22,252



12,919Total current assets


599,107



528,129Long-term investments


293,874



184,883Investments on deposit for
    licensure


67,129



56,657Property and equipment, net


43,673



36,967Software, net


30,198



24,697Other long-term assets


7,043



7,140Goodwill and other intangible
    assets, net


256,200



255,115Total assets

$
1,297,224


$
1,093,588LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Claims payable

$
361,342


$
348,679Accounts payable


7,638



7,243Unearned revenue


78,715



32,598Accrued payroll and related
    liabilities


31,090



17,978Accrued expenses and other


70,614



26,730Current portion of capital lease
    obligations


877



1,642Total current liabilities


550,276



434,870Capital lease obligations less
    current portion


586



1,175Deferred income taxes


7,966



10,273Other long-term liabilities


6,015



5,716Total liabilities


564,843



452,034Stockholders equity:Common stock, $0.01 par
    value. Authorized 100,000,000 shares; issued and
    outstanding 52,068,779 and 51,567,340 at September 30, 2006
    and December 31, 2005, respectively


521



516Additional paid-in capital


385,257



371,744Retained earnings


346,603



269,294Total stockholders equity


732,381



641,554Total liabilities and
    stockholders equity

$
1,297,224


$
1,093,588    3




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Income Statements
 (Dollars in thousands, except per share data)
 (Unaudited)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Revenues:Premium

$
698,507


$
582,784


$
1,998,005


$
1,697,403Investment income and other


10,577



4,609



27,397



12,224Total revenues


709,084



587,393



2,025,402



1,709,627Expenses:Health benefits


570,928



520,243



1,624,339



1,437,718Selling, general and administrative


92,316



63,596



255,054



183,382Depreciation and amortization


6,076



6,508



19,257



20,260Interest


108



156



348



476Total expenses


669,428



590,503



1,898,998



1,641,836Income (loss) before income taxes


39,656



(3,110
)


126,404



67,791Income tax expense (benefit)


15,052



(850
)


49,242



27,060Net income (loss)

$
24,604


$
(2,260
)

$
77,162


$
40,731Net income (loss) per share:Basic net income (loss) per share

$
0.47


$
(0.04
)

$
1.49


$
0.80Weighted average number of common
    shares outstanding


52,039,679



51,420,856



51,786,422



51,123,511Diluted net income (loss) per share

$
0.46


$
(0.04
)

$
1.46


$
0.77Weighted average number of common
    shares and dilutive potential common shares outstanding


53,331,741



51,420,856



52,957,069



53,008,886    4




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
 Condensed Consolidated
    Statements of Cash Flows

(Dollars in thousands)

(Unaudited)  Nine Months EndedSeptember 30,2006


2005Cash flows from operating
    activities:Net income

$
77,162


$
40,731Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


19,257



20,260Gain on disposal of property,
    equipment and software


(66
)


Deferred tax benefit


(14,902
)


(2,445
)Compensation expense related to
    share-based payments


6,731



Tax benefit related to exercise of
    common stock options






8,447Changes in assets and liabilities
    increasing (decreasing) cash flows from operations:Premium receivables


24,149



(23,862
)Prepaid expenses, provider and
    other receivables


(13,136
)


(3,186
)Other assets


(283
)


(1,121
)Claims payable


12,663



18,205Accounts payable, accrued expenses
    and other current liabilities


47,345



(22,538
)Unearned revenue


46,117



21,545Other long-term liabilities


299



(730
)Net cash provided by operating
    activities


205,336



55,306Cash flows from investing
    activities:Proceeds from sale of
    available-for-sale
    securities


1,198,801



951,850Purchase of
    available-for-sale
    securities


(1,228,931
)


(870,847
)Proceeds from redemption of
    held-to-maturity
    securities


260,438



133,790Purchase of
    held-to-maturity
    securities


(434,169
)


(127,300
)Purchase of property, equipment and
    software


(27,337
)


(18,058
)Proceeds from redemption of
    investments on deposit for licensure


39,001



20,493Purchase of investments on deposit
    for licensure


(49,473
)


(30,379
)Purchase price adjustment paid


(4,766
)


Stock acquisition, net of cash
    acquired






(103,645
)Net cash used in investing
    activities


(246,436
)


(44,096
)Cash flows from financing
    activities:Payment of capital lease obligations


(1,354
)


(2,648
)Payment of debt issuance costs






(1,626
)Proceeds from exercise of common
    stock options and employee stock purchases


5,083



9,581Tax benefit related to exercise of
    common stock options


1,704



Net cash provided by financing
    activities


5,433



5,307Net (decrease) increase in cash and
    cash equivalents


(35,667
)


16,517Cash and cash equivalents at
    beginning of period


272,169



227,130Cash and cash equivalents at end of
    period

$
236,502


$
243,647Supplemental disclosures of cash
    flow information:Cash paid for interest

$
396


$
477Cash paid for income taxes

$
43,349


$
27,094     Assets acquired, including cash of
    $27,755

$
177,144Liabilities assumed


36,978Net assets acquired

$
140,166    5




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##### Table of Contents



AMERIGROUP
    Corporation And SubsidiariesNotes to Condensed Consolidated Financial
    Statements(Dollars
    in thousands, except per share data)
    (Unaudited)
    Form 10-K
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Basic net income per share:Net income (loss)

$
24,604


$
(2,260
)

$
77,162


$
40,731Weighted average number of common
    shares outstanding


52,039,679



51,420,856



51,786,422



51,123,511Basic net income (loss) per share

$
0.47


$
(0.04
)

$
1.49


$
0.80Diluted net income (loss) per
    share:Net income (loss)

$
24,604


$
(2,260
)

$
77,162


$
40,731Weighted average number of common
    shares outstanding


52,039,679



51,420,856



51,786,422



51,123,511Common stock equivalents (as
    determined by applying the treasury stock method)


1,292,062







1,170,647



1,885,375Weighted average number of common
    shares and dilutive potential common shares outstanding


53,331,741



51,420,856



52,957,069



53,008,886Diluted net income (loss) per share

$
0.46


$
(0.04
)

$
1.46


$
0.77    6




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Shared-Based Payment, Accounting for Stock Issued to
    Employees Accounting for Stock-Based
    Compensation Statement of Cash Flows.
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2005Net (loss) income:Reported net (loss) income

$
(2,260
)

$
40,731Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


10,370



16,517Pro forma net (loss) income

$
(12,630
)

$
24,214Basic net income (loss) per share:Reported basic net (loss) income
    per share

$
(0.04
)

$
0.80Pro forma basic net (loss) income
    per share


(0.25
)


0.47Diluted net income (loss) per
    share:Reported diluted net (loss) income
    per share

$
(0.04
)

$
0.77Pro forma diluted net (loss)
    income per share


(0.25
)


0.46  7




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  out-of-the-money
            Weighted-AverageAggregate


RemainingWeighted-Average


Intrinsic


Contractual TermShares


Exercise Price


Value


(Years)Outstanding at December 31,
    2005


5,267,077


$
23.67Granted


970,526



24.53Exercised


(439,679
)


9.76Expired


(280,831
)


37.32Forfeited


(230,208
)


30.88Outstanding at September 30,
    2006


5,286,885


$
23.96


$
46,388



6.87Exercisable as of
    September 30, 2006


4,179,549


$
23.72


$
40,105



6.90  8




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Three Months Ended

Nine Months EndedSeptember 30,

September 30,2006

2005

2006

2005Expected stock price volatility

44.35%-44.88%

46.49%

44.35%-45.32%

26.96%-46.49%Weighted-average stock price
    volatility

41.72%

46.49%

45.12%

27.70%Expected option life

4.75 years

5.61 years

2.40-5.56 years

5.61-6.20 yearsRisk-free interest rate

4.56%-5.11%

4.21%

4.52%-5.11%

3.76%-4.26%Dividend yield

None

None

None

None     i.
    the expected life of each award granted was calculated using the
    simplified method in accordance with Staff
    Accounting Bulletin No. 107;    iii.
    the risk-free interest rate is based on the implied yield
    currently available on U.S. Treasury zero coupon issues
    with a remaining term equal to the expected life.      Nine Months EndedSeptember 30,2006


2005Cash received upon exercise of
    options

$
5,083


$
9,581Related tax benefit realized


1,704



8,447    9




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Weighted-AverageGrant Date FairShares


ValueNon-vested balance at
    December 31, 2005





$
Granted


220,350



22.67Vested


(9,259
)


22.75Expired






Forfeited


(12,213
)


21.39Non-vested balance at
    September 30, 2006


198,878


$
22.75          10




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Cash and cash equivalents

$
27,755Investments on deposit for
    licensure


8,027Goodwill and other intangible
    assets


127,439Property and equipment


3,941Other assets


9,982Total assets acquired


177,144Claims payable


27,424Other liabilities


9,554Total liabilities assumed


36,978Net assets acquired

$
140,166     AmortizationPeriodMembership rights and provider
    network

$
12,900



10 yearsNon-compete agreement and
    trademarks


1,080



1 - 3 years$
13,980          11




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
              a. Medicare
    Parts A & B
   12




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
        b. Medicare
    Part D
    
    Direct Premium Subsidy  CMS pays a fixed monthly
    premium per member to the Company for the entire plan year.
    Low-Income Premium Subsidy  For qualifying low-income
    members, CMS pays some portion or all of the members
    monthly premiums to the Company on the members behalf.
    Catastrophic Reinsurance Subsidy  CMS pays the
    Company a cost reimbursement estimate monthly to fund the CMS
    obligation to pay approximately 80% of the costs incurred by
    individual members in excess of the individual annual
    out-of-pocket
    maximum. A settlement is made based on actual cost experience
    subsequent to the end of the plan year. 13




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
   
    Low-Income Member Cost Sharing Subsidy  For
    qualifying low-income members, CMS pays on the members
    behalf some or all of a members cost sharing amounts, such
    as deductibles and coinsurance. The cost sharing subsidy is
    funded by CMS through monthly payments to the Company. The
    Company administers and pays the subsidized portion of the
    claims on behalf of CMS. A settlement payment is made between
    CMS and the Company based on actual claims experience,
    subsequent to the end of the plan year.        start-up Plan-to-Plan Plan-to-Plan
  c. Litigation
  Tyson
   14




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
            Class Action
    Complaints
  Rule 10b-5 No. 2:05-cv-701
 15




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  Rule 10b-5
        d. Other
    Matters
  Florida
    Behavioral Health Care
   16




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Experience
    Rebate Calculation
    Accounting for Uncertainty in Income Taxes. , Accounting for Income Taxes.
 17




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##### Table of Contents



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;
    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;
    the unfavorable resolution of pending litigation; and
    the failure of the court to approve the definitive settlement
    agreement resolving the shareholder litigation.  Form 10-K Other Information, Risk Factors
 18




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##### Table of Contents



Overview
      
    Organic premium revenue increase of 19.9 percent compared
    with the third quarter of 2005;
    The health benefits ratio was 82.3 percent of premium
    revenues excluding the positive impact from the prior period
    amounts;
    Unregulated cash and investments of $153.5 million;
    Cash flow from operations of $205.3 million for the nine
    months ended September 30, 2006; and
    Successful launch into three additional regions in Georgia,
    (North, East and Southeast) serving 177,000 members statewide as
    of September 30, 2006.        Nine Months EndedSeptember 30,2006


2005Reported premium revenues

$
1,998,005


$
1,697,403Reported health benefits expenses

$
1,624,339


$
1,437,718Reported HBR


81.3
%


84.7
%Reported premium revenues

$
1,998,005


$
1,697,403Less: Prior period premium
    revenues adjustment


1,047



(848
)Recast premium revenues

$
1,999,052


$
1,696,555Reported health benefits expenses

$
1,624,339


$
1,437,718Plus: Prior period health benefits
    expense developments, net


34,258



(24,115
)Recast health benefits expenses

$
1,658,597


$
1,413,603Recast HBR


83.0
%


83.3
%  19




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##### Table of Contents



Share-Based
    Payment year-over-year
    New
    Products and Markets
  Tennessee
    SNP
    Ohio
   20




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##### Table of Contents



Georgia
        Significant
    Market Updates
         21




---



##### Table of Contents



Contingencies
  Medicare
    Parts A & B
        Medicare
    Part D
   22




---



##### Table of Contents



start-up Plan-to-Plan Plan-to-Plan
  Florida
    Behavioral Health
    Experience
    Rebate Calculation
   23




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##### Table of Contents



Membership
    September 30,2006


2005Texas


378,000



405,000Florida


203,000



215,000Georgia


177,000



Maryland


144,000



136,000New York


128,000



130,000New Jersey


103,000



108,000District of Columbia


41,000



41,000Ohio


28,000



1,000Virginia


22,000



19,000Illinois(1)






44,000Total


1,224,000



1,099,000Percentage growth from
    September 30, 2005 to September 30, 2006


11.4
%     (1)
    
    AMERIGROUP Illinois, Inc. terminated its contract with the
    Illinois Department of Healthcare and Family services on
    July 31, 2006.    September 30,Product

2006


2005AMERICAID (Medicaid 
    TANF)


844,000



775,000AMERIKIDS (SCHIP)


242,000



196,000AMERIPLUS (Medicaid 
    SSI)


90,000



87,000AMERIFAM (FamilyCare)


43,000



41,000AMERIVANTANGE (SNP)


5,000



Total


1,224,000



1,099,000   fee-for-service
 24




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##### Table of Contents



Results
    of Operations
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2006


2005


2006


2005Premium revenue


98.5
%


99.2
%


98.6
%


99.3
%Investment income


1.5



0.8



1.4



0.7Total revenues


100.0
%


100.0
%


100.0
%


100.0
%Health benefits(1)


81.7
%


89.3
%


81.3
%


84.7
%Selling, general and
    administrative expenses


13.0
%


10.8
%


12.6
%


10.7
%Income (loss) before income taxes


5.6
%


(0.5
)%


6.2
%


4.0
%Net income (loss)


3.5
%


(0.4
)%


3.8
%


2.4
%     (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 and
    Nine Month Periods Ended September 30, 2006 Compared to
    Three and Nine Month Periods Ended September 30,
    2005
  Revenues
      Health
    benefits expenses
   25




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##### Table of Contents



Selling,
    general and administrative expenses
        Depreciation
    and amortization expenses
    Interest
    expense
    Provision
    for income taxes
   26




---



##### Table of Contents



Liquidity
    and capital resources
        time-to-time
      
    an increase in net income of $36.4 million;
    an increase in the change in premium receivables of
    $48.0 million primarily due to the acceleration of premium
    receipts from the State of New York that had historically been
    paid a month in arrears;
    an increase in the change in accounts payable, accrued expenses
    and other current liabilities of $69.9 million primarily as
    a result of the timing of income tax and premium tax payments,
    the reversal of the contingent liability in the Maryland market
    of $6.1 million in the prior year, increase in accrued
    legal fees and the net increase in the change in the
    earnings-based compensation liabilities of
    $19.8 million; and
    an increase in the change in unearned revenue of
    $24.6 million due to the timing of premium receipts and
    increase in potential premium recoupment balances. 27




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##### Table of Contents




    a decrease in the change in deferred taxes of $12.5 million
    primarily related to an increase in unearned revenue; and
    a decrease in the change in claims payable of $5.5 million
    related to efforts to resolve outstanding claims issues and
    reducing ending inventory levels.          Other Information Legal Proceedings
  Regulatory
    Capital and Dividend Restrictions
   28




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##### Table of Contents



New
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes. , Accounting for Income Taxes.
  Shared-Based Payment, Accounting for Stock Issued to Employees Accounting for Stock-Based
    Compensation Statement
    of Cash Flows.
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   29




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##### Table of Contents



Part II.
    Other Information   Item 1.
    Legal
    Proceedings  Tyson
             30




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##### Table of Contents



Class Action
    Complaints
  Rule 10b-5 No. 2:05-cv-701
  Rule 10b-5
        Form 10-K
  Item 1A.
    Risk
    Factors  Risk
    Factors
 31




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##### Table of Contents



Form 10-K
  Qui
    Tam litigation could have a material adverse effect on our
    financial position, results of operation or
    liquidity.
        Legal Proceedings
  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 ProgramsJuly 1  July 31,
    2006





$








n/aAugust 1 
    August 31, 2006(1)


1,728



29.63







n/aSeptember
    1  September 30, 2006














n/aTotal


1,728


$
29.63







n/a     Item 3.
    Defaults
    Upon Senior Securities   32




---



##### Table of Contents



|        |                                                        
|------- | -------------------------------------------------------
|Item 4. | Submission
    of Matters to a Vote of Security Holders







|        |                      
|------- | ---------------------
|Item 5. | Other
    Information







|        |         
|------- | --------
|Item 6. | Exhibits



|        |     |             |  |                                                                                                                                                                                                                                                                                                                             
|------- | --- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 3   | .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)).                                                                                                             
|        | 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 | .6.11       |  | 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
    Form 10-Q
    filed on August 4, 2006).
|        | *10 | .6.12       |  | 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.                                                                                                    
|        | 10  | .8          |  | Form 2003 Cash Incentive Plan
    of the Company (incorporated by reference to exhibit 10.38
    to our Quarterly Report of
    Form 10-Q
    for the last quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                      
|        | 10  | .9          |  | 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  | .10         |  | Definitive Agreement dated
    October 26, 2004, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to our Current Report on
    Form 8-K,
    filed on November 1, 2004).                                                                                                                     
|        | 10  | .11         |  | Closing Agreement dated
    January 3, 2005, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to exhibit 10.47 to
    our Current Report on
    Form 8-K,
    filed on January 6, 2005).                                                                                                     
|        | 10  | .12         |  | 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  | .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).                                                                                                                                           

33



---



##### Table of Contents



ExhibitNumber

Description10
.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 Separation Agreement
    between AMERIGROUP Corporation and Lorenzo
    Childress, Jr., M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed March 4, 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

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
.23.1

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
.23.2

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
.23.3

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
    Form 10-Q
    filed on August 4, 2006).10
.25.1

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
.25.2

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
    Form 10-Q
    filed on August 4, 2006).10
.25.3

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
.25.4

Amendment to Medical Services
    Contract by and between Florida Healthy Kids Corporation and
    AMERIGROUP Florida, Inc., dated October 12, 2006.10
.26

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
.26.1

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
.27

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
.27.1

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)). 34




---



##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | --- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 10  | .27.2       |  | 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  | .28         |  | 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  | .29         |  | 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  | .29.1       |  | 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 | .29.2       |  | 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
    Form 10-Q
    filed on August 4, 2006).                                                                                            
|        | 10  | .30         |  | 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  | .30.1       |  | 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  | .31         |  | 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  | .31.1       |  | 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  | .32.1       |  | 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  | .32.2       |  | 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  | .32.3       |  | 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  | .32.4       |  | 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  | .32.5       |  | 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).          

35



---



##### Table of Contents



ExhibitNumber

Description10
.32.6

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
.32.7

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.10
.32.8

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
.32.9

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, 2006.31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated November 14, 2006.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated November 14, 2006.32


Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated November 14, 2006.     *
    
    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. 36




---



##### Table of Contents



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
   37




---



##### Table of Contents



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)).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
.6.11

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
    Form 10-Q
    filed on August 4, 2006).*10
.6.12

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, 2006.10
.8

Form 2003 Cash Incentive Plan
    of the Company (incorporated by reference to exhibit 10.38
    to our Quarterly Report of
    Form 10-Q
    for the last quarter ended June 30, 2003, filed on
    August 11, 2003).10
.9

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
.10

Definitive Agreement dated
    October 26, 2004, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to our Current Report on
    Form 8-K,
    filed on November 1, 2004).10
.11

Closing Agreement dated
    January 3, 2005, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to exhibit 10.47 to
    our Current Report on
    Form 8-K,
    filed on January 6, 2005).10
.12

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
.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 Separation Agreement
    between AMERIGROUP Corporation and Lorenzo
    Childress, Jr., M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed March 4, 2005). 38




---



##### Table of Contents



ExhibitNumber

Description10
.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

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
.23.1

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
.23.2

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
.23.3

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
    Form 10-Q
    filed on August 4, 2006).10
.25.1

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
.25.2

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
    Form 10-Q
    filed on August 4, 2006).10
.25.3

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
.25.4

Amendment to Medical Services
    Contract by and between Florida Healthy Kids Corporation and
    AMERIGROUP Florida, Inc., dated October 12, 2006.10
.26

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
.26.1

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
.27

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
.27.1

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
.27.2

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)). 39




---



##### Table of Contents



ExhibitNumber

Description10
.28

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
.29

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
.29.1

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
.29.2

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
    Form 10-Q
    filed on August 4, 2006).10
.30

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
.30.1

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
.31

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
.31.1

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
.32.1

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
.32.2

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
.32.3

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
.32.4

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
.32.5

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
.32.6

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). 40




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##### Table of Contents



ExhibitNumber

Description*10
.32.7

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.10
.32.8

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
.32.9

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, 2006.31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated November 14, 2006.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated November 14, 2006.32


Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated November 14, 2006.     *
    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. 41