##### 









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q


|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended March 31, 2006                                               
|  
|OR
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                             

Commission File Number 001-31574


AMERIGROUP Corporation


(Exact name of registrant as specified in its charter)


|                                                                                      |  |                                         
|------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                              |  | 54-1739323                              
|(State or Other Jurisdiction of
    Incorporation or Organization)                    |  | (I.R.S. Employer
    Identification No.)
|                                                                                     
|4425 Corporation Lane,
    Virginia Beach, VA(Address of principal executive offices) |  | 23462(Zip Code)                         

Registrants telephone number, including area code:


(757) 490-6900


þ o


12b-2




|                           |                      |                         
|-------------------------- | -------------------- | ------------------------
|Large accelerated filer  þ | Accelerated filer  o | Non-accelerated filer  o

12b-2 o þ












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##### 



AMERIGROUP Corporation
And Subsidiaries


Table Of
Contents


|                                  |  |                                                                                                        |  |  |    | 
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  |  | -- | 
|Part I. Financial
    Information
|Item 1.                           |  | Financial Statements                                                                                   |  |  | 3  | 
|                                  |  | Condensed Consolidated Balance Sheets as of March 31, 2006
    and December 31, 2005                   |  |  | 3  | 
|                                  |  | Condensed Consolidated Income Statements for the three months
    ended March 31, 2006 and 2005        |  |  | 4  | 
|                                  |  | Condensed Consolidated Statements of Cash Flows for the three
    months ended March 31, 2006 and 2005 |  |  | 5  | 
|                                  |  | Notes to Condensed Consolidated Financial Statements                                                   |  |  | 6  | 
|Item 2.                           |  | Managements Discussion and Analysis of Financial Condition
    and Results of Operations              |  |  | 14 | 
|Item 3.                           |  | Quantitative and Qualitative Disclosures About Market Risk                                             |  |  | 22 | 
|Item 4.                           |  | Controls and Procedures                                                                                |  |  | 23 | 
|Part II. Other
    Information   
|Item 1.                           |  | Legal Proceedings                                                                                      |  |  | 23 | 
|Item 1A.                          |  | Risk Factors                                                                                           |  |  | 24 | 
|Item 2.                           |  | Unregistered Sales of Equity Securities and Use of Proceeds                                            |  |  | 25 | 
|Item 3.                           |  | Defaults Upon Senior Securities                                                                        |  |  | 25 | 
|Item 4.                           |  | Submission of Matters to a Vote of Security Holders                                                    |  |  | 25 | 
|Item 5.                           |  | Other Information                                                                                      |  |  | 25 | 
|Item 6.                           |  | Exhibits                                                                                               |  |  | 26 | 

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, |  
|                                               |                                                                                                                                                                                  | 2006                       |           |         | 2005         |  
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|ASSETS                                        
|Current assets:                                |                                                                                                                                                                                  |                            |           |         |              |   |           |        
|                                               | Cash and cash equivalents                                                                                                                                                        |                            | $         | 260,394 |              |   | $         | 272,169 |        
|                                               | Short-term investments                                                                                                                                                           |                            |           | 264,684 |              |   |           | 130,054 |        
|                                               | Premium receivables                                                                                                                                                              |                            |           | 50,653  |              |   |           | 76,142  |        
|                                               | Deferred income taxes                                                                                                                                                            |                            |           | 17,411  |              |   |           | 11,972  |        
|                                               | Prepaid expenses, provider receivables and other                                                                                                                                 |                            |           | 41,609  |              |   |           | 37,792  |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|                                               |                                                                                                                                                                                  | Total current assets       |           |         | 634,751      |   |           |         | 528,129 | 
|Long-term investments                          |                                                                                                                                                                                  |                            | 207,806   |         |              |   | 184,883   |        
|Investments on deposit for licensure           |                                                                                                                                                                                  |                            | 61,630    |         |              |   | 56,657    |        
|Property and equipment, net                    |                                                                                                                                                                                  |                            | 36,586    |         |              |   | 36,967    |        
|Software, net                                  |                                                                                                                                                                                  |                            | 25,463    |         |              |   | 24,697    |        
|Other long-term assets                         |                                                                                                                                                                                  |                            | 7,300     |         |              |   | 7,140     |        
|Goodwill and other intangible assets, net      |                                                                                                                                                                                  |                            | 253,669   |         |              |   | 255,115   |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|                                               |                                                                                                                                                                                  | $                          | 1,227,205 |         |              | $ | 1,093,588 |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY          
|Current liabilities:                           |                                                                                                                                                                                  |                            |           |         |              |   |           |        
|                                               | Claims payable                                                                                                                                                                   |                            | $         | 349,587 |              |   | $         | 348,679 |        
|                                               | Accounts payable                                                                                                                                                                 |                            |           | 5,914   |              |   |           | 7,243   |        
|                                               | Unearned revenue                                                                                                                                                                 |                            |           | 93,432  |              |   |           | 32,598  |        
|                                               | Accrued payroll and related liabilities                                                                                                                                          |                            |           | 20,364  |              |   |           | 17,978  |        
|                                               | Accrued expenses and other                                                                                                                                                       |                            |           | 59,225  |              |   |           | 26,730  |        
|                                               | Current portion of capital lease obligations                                                                                                                                     |                            |           | 1,313   |              |   |           | 1,642   |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|                                               |                                                                                                                                                                                  | Total current liabilities  |           |         | 529,835      |   |           |         | 434,870 | 
|Capital lease obligations less current portion |                                                                                                                                                                                  |                            | 1,008     |         |              |   | 1,175     |        
|Deferred income taxes                          |                                                                                                                                                                                  |                            | 9,862     |         |              |   | 10,273    |        
|Other long-term liabilities                    |                                                                                                                                                                                  |                            | 4,742     |         |              |   | 5,716     |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|                                               |                                                                                                                                                                                  | Total liabilities          |           |         | 545,447      |   |           |         | 452,034 | 
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|Stockholders equity:                          |                                                                                                                                                                                  |                            |           |         |              |   |           |        
|                                               | Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 51,631,466 and
    51,567,340 at March 31, 2006 and December 31, 2005,
    respectively |                            |           | 516     |              |   |           | 516     |        
|                                               | Additional paid-in capital                                                                                                                                                       |                            |           | 374,587 |              |   |           | 371,744 |        
|                                               | Retained earnings                                                                                                                                                                |                            |           | 306,655 |              |   |           | 269,294 |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|                                               |                                                                                                                                                                                  | Total stockholders equity |           |         | 681,758      |   |           |         | 641,554 | 
|                                               |                                                                                                                                                                                  |                            |           |         |              |  
|                                               |                                                                                                                                                                                  | $                          | 1,227,205 |         |              | $ | 1,093,588 |        
|                                               |                                                                                                                                                                                  |                            |           |         |              |  



3



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##### 






AMERIGROUP Corporation
And Subsidiaries


Condensed Consolidated
Income Statements


(Dollars in thousands, except per share data)


(Unaudited)


|                      |                                     |                                                                                               |        |         |            |  |        |         |            | 
|--------------------- | ----------------------------------- | --------------------------------------------------------------------------------------------- | ------ | ------- | ---------- |  | ------ | ------- | ---------- | 
|                      |                                     | Three Months Ended                                                                            |       
|                      |                                     | March 31,                                                                                     |       
|                      |                                     |                                                                                               |       
|                      |                                     | 2006                                                                                          |        |         | 2005       | 
|                      |                                     |                                                                                               |        |         |            | 
|Revenues:             |                                     |                                                                                               |        |         |            |  |        |        
|                      | Premium                             |                                                                                               | $      | 666,158 |            |  | $      | 553,888 |           
|                      | Investment income and other         |                                                                                               |        | 7,718   |            |  |        | 3,624   |           
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Total revenues                                                                                |        |         | 673,876    |  |        |         | 557,512    | 
|                      |                                     |                                                                                               |        |         |            | 
|Expenses:             |                                     |                                                                                               |        |         |            |  |        |        
|                      | Health benefits                     |                                                                                               |        | 525,466 |            |  |        | 454,404 |           
|                      | Selling, general and administrative |                                                                                               |        | 79,224  |            |  |        | 62,041  |           
|                      | Depreciation and amortization       |                                                                                               |        | 6,752   |            |  |        | 7,091   |           
|                      | Interest                            |                                                                                               |        | 116     |            |  |        | 160     |           
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Total expenses                                                                                |        |         | 611,558    |  |        |         | 523,696    | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Income before income taxes                                                                    |        |         | 62,318     |  |        |         | 33,816     | 
|Income tax expense    |                                     |                                                                                               | 25,040 |         |            |  | 13,373 |        
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Net income                                                                                    |        | $       | 37,278     |  |        | $       | 20,443     | 
|                      |                                     |                                                                                               |        |         |            | 
|Net income per share: |                                     |                                                                                               |        |         |            |  |        |        
|                      |                                     | Basic net income per share                                                                    |        | $       | 0.72       |  |        | $       | 0.40       | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Weighted average number of common shares outstanding                                          |        |         | 51,590,786 |  |        |         | 50,737,252 | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Diluted net income per share                                                                  |        | $       | 0.71       |  |        | $       | 0.39       | 
|                      |                                     |                                                                                               |        |         |            | 
|                      |                                     | Weighted average number of common shares and dilutive potential
    common shares outstanding |        |         | 52,591,485 |  |        |         | 52,961,652 | 
|                      |                                     |                                                                                               |        |         |            | 



4



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##### 






AMERIGROUP Corporation
And Subsidiaries


Condensed Consolidated
Statements Of Cash Flows


(Dollars in thousands)


(Unaudited)


|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |        |          |          |        |         |        | 
|---------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | --------------------------------------------------- | ------ | ------ | -------- | -------- | ------ | ------- | ------ | 
|                                                     |                                                                                       | Three Months Ended                                                                        |                                                                 
|                                                     |                                                                                       | March 31,                                                                                 |                                                                 
|                                                     |                                                                                       |                                                                                           |                                                                 
|                                                     |                                                                                       | 2006                                                                                      |                                                                  |                                                     | 2005   |       
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|Cash flows from operating activities:                |                                                                                       |                                                                                           |                                                                  |                                                     |        |        |          |         
|                                                     | Net income                                                                            |                                                                                           | $                                                                | 37,278                                              |        |        | $        | 20,443   |       
|                                                     | Adjustments to reconcile net income to net cash provided by
    operating activities: |                                                                                           |                                                                  |                                                     |        |        |          |          |       
|                                                     |                                                                                       | Depreciation and amortization                                                             |                                                                  |                                                     | 6,752  |        |          |          | 7,091  |        
|                                                     |                                                                                       | Deferred tax benefit                                                                      |                                                                  |                                                     | (5,850 | )      |          |          | (1,480 | )      
|                                                     |                                                                                       | Compensation expense related to share-based payments                                      |                                                                  |                                                     | 2,009  |        |          |          |       |        
|                                                     |                                                                                       | Tax benefit related to exercise of stock options                                          |                                                                  |                                                     |       |        |          |          | 6,210  |        
|                                                     |                                                                                       | Changes in assets and liabilities increasing
    (decreasing) cash flows from operations: |                                                                  |                                                     |        |        |          |          |        |        
|                                                     |                                                                                       |                                                                                           | Premium receivables                                              |                                                     |        | 25,489 |          |          |        | 10,561  |       
|                                                     |                                                                                       |                                                                                           | Prepaid expenses, provider receivables and other current assets  |                                                     |        | (3,817 | )        |          |        | 1,118   |       
|                                                     |                                                                                       |                                                                                           | Other assets                                                     |                                                     |        | (287   | )        |          |        | (608    | )     
|                                                     |                                                                                       |                                                                                           | Claims payable                                                   |                                                     |        | 908    |          |          |        | (14,373 | )     
|                                                     |                                                                                       |                                                                                           | Accounts payable, accrued expenses and other current liabilities |                                                     |        | 33,552 |          |          |        | (12,666 | )     
|                                                     |                                                                                       |                                                                                           | Unearned revenue                                                 |                                                     |        | 60,834 |          |          |        | 28,110  |       
|                                                     |                                                                                       |                                                                                           | Other long-term liabilities                                      |                                                     |        | (974   | )        |          |        | (723    | )     
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|                                                     |                                                                                       |                                                                                           |                                                                  | Net cash provided by operating activities           |        |        | 155,894  |          |        |         | 43,683 | 
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|Cash flows from investing activities:                |                                                                                       |                                                                                           |                                                                  |                                                     |        |        |          |         
|                                                     | Proceeds from sale of available-for-sale securities                                   |                                                                                           |                                                                  | 341,175                                             |        |        |          | 795,775  |       
|                                                     | Purchase of available-for-sale securities                                             |                                                                                           |                                                                  | (381,325                                            | )      |        |          | (669,275 | )     
|                                                     | Proceeds from redemption of held-to-maturity securities                               |                                                                                           |                                                                  | 63,243                                              |        |        |          | 23,500   |       
|                                                     | Purchase of held-to-maturity securities                                               |                                                                                           |                                                                  | (180,563                                            | )      |        |          | (26,706  | )     
|                                                     | Purchase of property, equipment and software                                          |                                                                                           |                                                                  | (5,564                                              | )      |        |          | (4,894   | )     
|                                                     | Proceeds from redemption of investments on deposit for licensure                      |                                                                                           |                                                                  | 17,110                                              |        |        |          | 7,844    |       
|                                                     | Purchase of investments on deposit for licensure                                      |                                                                                           |                                                                  | (22,083                                             | )      |        |          | (13,440  | )     
|                                                     | Stock acquisition, net of cash acquired                                               |                                                                                           |                                                                  |                                                    |        |        |          | (99,030  | )     
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|                                                     |                                                                                       |                                                                                           |                                                                  | Net cash (used in) provided by investing activities |        |        | (168,007 | )        |        |         | 13,774 | 
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|Cash flows from financing activities:                |                                                                                       |                                                                                           |                                                                  |                                                     |        |        |          |         
|                                                     | Payment of capital lease obligations                                                  |                                                                                           |                                                                  | (496                                                | )      |        |          | (933     | )     
|                                                     | Proceeds from exercise of common stock options and employee
    stock purchases       |                                                                                           |                                                                  | 674                                                 |        |        |          | 5,913    |       
|                                                     | Tax benefit related to exercise of stock options                                      |                                                                                           |                                                                  | 160                                                 |        |        |          |         |       
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|                                                     |                                                                                       |                                                                                           |                                                                  | Net cash provided by financing activities           |        |        | 338      |          |        |         | 4,980  | 
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|Net (decrease) increase in cash and cash equivalents |                                                                                       |                                                                                           | (11,775                                                          | )                                                   |        |        | 62,437   |         
|Cash and cash equivalents at beginning of period     |                                                                                       |                                                                                           | 272,169                                                          |                                                     |        |        | 227,130  |         
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|Cash and cash equivalents at end of period           |                                                                                       | $                                                                                         | 260,394                                                          |                                                     |        | $      | 289,567  |         
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|Supplemental disclosures of cash flow information:   |                                                                                       |                                                                                           |                                                                  |                                                     |        |        |          |         
|                                                     | Cash paid for interest                                                                |                                                                                           | $                                                                | 126                                                 |        |        | $        | 164      |       
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       
|                                                     | Cash paid for income taxes                                                            |                                                                                           | $                                                                | 144                                                 |        |        | $        | 1,255    |       
|                                                     |                                                                                       |                                                                                           |                                                                  |                                                     |        |       



|                                           |                     |   |         |         | 
|------------------------------------------ | ------------------- | - | ------- | ------- | 
|Assets acquired, including cash of $27,755 |                     | $ | 172,378 |        
|Liabilities assumed                        |                     |   | 36,978  |        
|                                           |                     |   |        
|                                           | Net assets acquired |   | $       | 135,400 | 
|                                           |                     |   |        



5



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##### 



AMERIGROUP Corporation
And Subsidiaries





Notes to Condensed
Consolidated Financial Statements


(Dollars in thousands, except per share data)


(Unaudited)




10-K




|                                                                                              |  |                    |            |  |      |   |            | 
|--------------------------------------------------------------------------------------------- |  | ------------------ | ---------- |  | ---- | - | ---------- | 
|                                                                                              |  | Three Months Ended |           
|                                                                                              |  | March 31,          |           
|                                                                                              |  |                    |           
|                                                                                              |  | 2006               |            |  | 2005 |  
|                                                                                              |  |                    |            |  |      |  
|Basic net income per share:                                                                   |  |                    |            |  |      |   |            | 
|Net income                                                                                    |  | $                  | 37,278     |  |      | $ | 20,443     | 
|                                                                                              |  |                    |            |  |      |  
|Weighted average number of common shares outstanding                                          |  |                    | 51,590,786 |  |      |   | 50,737,252 | 
|                                                                                              |  |                    |            |  |      |  
|Basic net income per share                                                                    |  | $                  | 0.72       |  |      | $ | 0.40       | 
|                                                                                              |  |                    |            |  |      |  
|Diluted net income per share:                                                                 |  |                    |            |  |      |   |            | 
|Net income                                                                                    |  | $                  | 37,278     |  |      | $ | 20,443     | 
|                                                                                              |  |                    |            |  |      |  
|Weighted average number of common shares outstanding                                          |  |                    | 51,590,786 |  |      |   | 50,737,252 | 
|Common stock equivalents (as determined by applying the treasury
    stock method)            |  |                    | 1,000,699  |  |      |   | 2,224,400  | 
|                                                                                              |  |                    |            |  |      |  
|Weighted average number of common shares and dilutive potential
    common shares outstanding |  |                    | 52,591,485 |  |      |   | 52,961,652 | 
|                                                                                              |  |                    |            |  |      |  
|Diluted net income per share                                                                  |  | $                  | 0.71       |  |      | $ | 0.39       | 
|                                                                                              |  |                    |            |  |      |  



Shared-Based Payment, Accounting for Stock Issued to
Employees, Accounting for Stock-Based
Compensation


6



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)


Statement of Cash Flows.




|                              |                                                                                                                                                     |                 |   |        | 
|----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | - | ------ | 
|                              |                                                                                                                                                     | Three Months    |  
|                              |                                                                                                                                                     | Ended March 31, |  
|                              |                                                                                                                                                     | 2005            |  
|                              |                                                                                                                                                     |                 |  
|Net income:                   |                                                                                                                                                     |                 |   |       
|                              | Reported net income                                                                                                                                 |                 | $ | 20,443 | 
|                              | Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    related tax effects |                 |   | 4,231  | 
|                              |                                                                                                                                                     |                 |  
|                              | Proforma net income                                                                                                                                 |                 | $ | 16,212 | 
|                              |                                                                                                                                                     |                 |  
|Basic net income per share:   |                                                                                                                                                     |                 |   |       
|                              | Reported basic net income per share                                                                                                                 |                 | $ | 0.40   | 
|                              | Proforma basic net income per share                                                                                                                 |                 |   | 0.32   | 
|Diluted net income per share: |                                                                                                                                                     |                 |   |       
|                              | Reported diluted net income per share                                                                                                               |                 | $ | 0.39   | 
|                              | Proforma diluted net income per share                                                                                                               |                 |   | 0.31   | 

out-of


7



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##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)














|                                 |  |        |           |           |                |   |           |                 |           |             |              |  |  |  |      | 
|-------------------------------- |  | ------ | --------- | --------- | -------------- | - | --------- | --------------- | --------- | ----------- | ------------ |  |  |  | ---- | 
|                                 |  |        |           |           |                |   |           | Weighted-       |          
|                                 |  |        |           |           |                |   |           | Average         |          
|                                 |  |        |           | Weighted- |                |   |           |                 | Remaining |            
|                                 |  |        |           | Average   |                |   | Aggregate |                 |           | Contractual |             
|                                 |  | Shares |           |           | Exercise Price |   |           | Intrinsic Value |           |             | Term (Years) | 
|                                 |  |        |           |           |                |   |           |                 |           |             |              | 
|Outstanding at December 31, 2005 |  |        | 5,267,077 |           |                | $ | 23.67     |                 |           |             |              |  |  |  |      | 
|Granted                          |  |        | 623,101   |           |                |   | 22.41     |                 |           |             |              |  |  |  |      | 
|Exercised                        |  |        | (64,126   | )         |                |   | 10.51     |                 |           |             |              |  |  |  |      | 
|Expired                          |  |        | (211,594  | )         |                |   | 35.93     |                 |           |             |              |  |  |  |      | 
|Forfeited                        |  |        | (217,473  | )         |                |   | 31.40     |                 |           |             |              |  |  |  |      | 
|                                 |  |        |           |           |                |   |           |                 |           |             |              | 
|Outstanding at March 31, 2006    |  |        | 5,396,985 |           |                |   | 22.89     |                 |           | $           | 21,087       |  |  |  | 7.21 | 
|                                 |  |        |           |           |                |   |           |                 |           |             |              | 
|Exercisable as of March 31, 2006 |  |        | 4,119,602 |           |                |   | 22.71     |                 |           | $           | 19,437       |  |  |  | 7.14 | 
|                                 |  |        |           |           |                |   |           |                 |           |             |              | 




|                                        |  |      |                    |  |      |  |             | 
|--------------------------------------- |  | ---- | ------------------ |  | ---- |  | ----------- | 
|                                        |  | 2006 |                    |  | 2005 | 
|                                        |  |      |                    |  |      | 
|Expected volatility                     |  |      | 45.20 - 45.32%     |  |      |  | 26.96%      | 
|Weighted-average stock price volatility |  |      | 45.32%             |  |      |  | 26.96%      | 
|Expected option life                    |  |      | 2.40 - 5.56  years |  |      |  | 6.20  years | 
|Risk-free interest rate                 |  |      | 4.52 - 4.69%       |  |      |  | 4.26%       | 
|Dividend yield                          |  |      | None               |  |      |  | None        | 

8



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)






|                                       |  |      |     |  |      |   |        | 
|-------------------------------------- |  | ---- | --- |  | ---- | - | ------ | 
|                                       |  | 2006 |     |  | 2005 |  
|                                       |  |      |     |  |      |  
|Total intrinsic value                  |  | $    | 663 |  |      | $ | 18,818 | 
|Cash received upon exercise of options |  |      | 674 |  |      |   | 5,913  | 
|Related tax benefit realized           |  |      | 160 |  |      |   | 6,210  | 



|                                        |  |        |         |                  |            |   |       | 
|--------------------------------------- |  | ------ | ------- | ---------------- | ---------- | - | ----- | 
|                                        |  |        |         | Weighted-Average |           
|                                        |  |        |         | Grant Date       |           
|                                        |  | Shares |         |                  | Fair Value |  
|                                        |  |        |         |                  |            |  
|Non-vested balance at December 31, 2005 |  |        |        |                  |            | $ |      | 
|Granted                                 |  |        | 187,470 |                  |            |   | 21.82 | 
|Vested                                  |  |        |        |                  |            |   |      | 
|Expired                                 |  |        |        |                  |            |   |      | 
|Forfeited                               |  |        |        |                  |            |   |      | 
|                                        |  |        |         |                  |            |  
|Non-vested balance at March 31, 2006    |  |        | 187,470 |                  |            | $ | 21.82 | 
|                                        |  |        |         |                  |            |  







9



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)








|                                     |                           |   |         |         | 
|------------------------------------ | ------------------------- | - | ------- | ------- | 
|Cash and cash equivalents            |                           | $ | 27,755  |        
|Investments on deposit for licensure |                           |   | 8,027   |        
|Goodwill and other intangible assets |                           |   | 122,673 |        
|Property and equipment               |                           |   | 3,941   |        
|Other assets                         |                           |   | 9,982   |        
|                                     |                           |   |        
|                                     | Total assets acquired     |   |         | 172,378 | 
|                                     |                           |   |        
|Claims payable                       |                           |   | 27,424  |        
|Other liabilities                    |                           |   | 9,554   |        
|                                     |                           |   |        
|                                     | Total liabilities assumed |   |         | 36,978  | 
|                                     |                           |   |        
|                                     | Net assets acquired       |   | $       | 135,400 | 
|                                     |                           |   |        



|                                       |  |   |        |              |  |  |             | 
|-------------------------------------- |  | - | ------ | ------------ |  |  | ----------- | 
|                                       |  |   |        | Amortization | 
|                                       |  |   |        | Period       | 
|                                       |  |   |        |              | 
|Membership rights and provider network |  | $ | 12,900 |              |  |  | 10 years    | 
|Non-compete agreement and trademarks   |  |   | 1,080  |              |  |  | 1 - 3 years | 
|                                       |  |   |        |              |  | 
|                                       |  | $ | 13,980 |              |  |  |             | 
|                                       |  |   |        |              |  | 



10



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)












10b-5 Illinois State Board of Investment v.
AMERIGROUP Corp., et al. 10b-5




11



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)














12



---



##### 



AMERIGROUP Corporation
And Subsidiaries


Notes To Condensed
Consolidated Financial
Statements  (Continued)










13



---



##### 








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

Forward-looking Statements


10-Q, time-to






| |   |                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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, catastrophes, 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
    underwritten levels;                                                                                                                                                                                                                                     
|
| |  | terrorism; and                                                                                                                                                                                                                                                                                                    
|
| |  | the unfavorable resolution of pending litigation.                                                                                                                                                                                                                                                                 

10-K


14



---



##### 



Overview








|                                                               |  |      |         |   |      |   |         |  
|-------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                               |  | 2006 |         |   | 2005 |  
|                                                               |  |      |         |   |      |  
|Reported premium revenues                                      |  | $    | 666,158 |   |      | $ | 553,888 |  
|Reported health benefits expenses                              |  | $    | 525,466 |   |      | $ | 454,404 |  
|Reported HBR                                                   |  |      | 78.9    | % |      |   | 82.0    | %
|Reported premium revenues                                      |  | $    | 666,158 |   |      | $ | 553,888 |  
|Less: Prior period premium revenues                            |  |      | (6,300  | ) |      |   | (6,100  | )
|                                                               |  |      |         |   |      |  
|Recast premium revenues                                        |  | $    | 659,858 |   |      | $ | 547,788 |  
|                                                               |  |      |         |   |      |  
|Reported health benefits expenses                              |  | $    | 525,466 |   |      | $ | 454,404 |  
|Plus: Out of period health benefits expenses developments, net |  |      | 34,500  |   |      |   | 9,600   |  
|                                                               |  |      |         |   |      |  
|Recast health benefits expenses                                |  | $    | 559,966 |   |      | $ | 464,004 |  
|                                                               |  |      |         |   |      |  
|Recast HBR                                                     |  |      | 84.9    | % |      |   | 84.7    | %





15



---



##### 





Share-Based Payment










16



---



##### 











New Products and Markets




| |    
| | ---
| | SNP



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective January 1, 2006, AMERIGROUP Texas, Inc., began
    operations as a Special Needs Plan to offer Medicare benefits to
    dual-eligibles that live in and around Harris County, Texas.
    AMERIGROUP Texas, Inc. already served these members through the
    Texas Medicaid STAR+PLUS program and will offer them the
    Medicare and the Part D drug benefit under this new
    contract. As of March 31, 2006, we served approximately
    7,000 members under this program, though this membership
    may decline because dual-eligible members have the right to
    change enrollment at any time and are actively being solicited
    by Part D providers. Additionally, our participation in the
    Part D program is based upon claim assumptions regarding
    enrollment, utilization, pharmaceutical costs and other factors.
    In the event any of these assumptions are materially incorrect
    either as a result of unforeseen changes to Part D or
    otherwise, our results could be materially affected. As this is
    a new program, we will continue to work with the Centers for
    Medicare & Medicaid Services on program implementation and
    potential modifications.

17



---



##### 





| |         
| | --------
| | Virginia



| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | AMERIGROUP Virginia, Inc. signed a contract with the
    Commonwealth of Virginia on July 15, 2005, and began
    enrollment of members in September 2005.



| |     
| | ----
| | Ohio



| |                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | AMERIGROUP received an HMO license in the State of Ohio in July
    and signed a contract with the State of Ohio on July 25,
    2005, and began enrollment of members in September 2005. On
    March 17, 2006, AMERIGROUP Ohio, Inc. was awarded the
    regions of Dayton and Cincinnati for expansion with
    implementation anticipated in the second half of 2006.



| |        
| | -------
| | Georgia



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As a result of a competitive bidding process, our Georgia
    subsidiary, AMGP Georgia Managed Care Company, Inc. (d/b/a
    AMERIGROUP Georgia), was chosen in July 2005 to offer healthcare
    coverage to low-income residents in four of six regions in the
    State of Georgia. Georgia will represent our entry into a tenth
    state. AMERIGROUP Georgia will have two competitors in the
    Atlanta Region and one competitor in each of the other regions.
    The total eligible members in all four regions are approximately
    885,000, with 533,000 in the Atlanta Region. We anticipate that
    AMERIGROUP Georgia will commence enrollment of members in the
    Atlanta Region on June 1, 2006 and in the East, North and
    Southeast regions on September 1, 2006, based on the most
    recent communication from the State.



Membership




|                                                        |  |           |           |   |      |  |           | 
|------------------------------------------------------- |  | --------- | --------- | - | ---- |  | --------- | 
|                                                        |  | March 31, |          
|                                                        |  |           |          
|                                                        |  | 2006      |           |   | 2005 | 
|                                                        |  |           |           |   |      | 
|Texas                                                   |  |           | 386,000   |   |      |  | 392,000   | 
|Florida                                                 |  |           | 206,000   |   |      |  | 219,000   | 
|Maryland                                                |  |           | 142,000   |   |      |  | 131,000   | 
|New York                                                |  |           | 134,000   |   |      |  | 119,000   | 
|New Jersey                                              |  |           | 105,000   |   |      |  | 107,000   | 
|District of Columbia                                    |  |           | 41,000    |   |      |  | 41,000    | 
|Illinois                                                |  |           | 40,000    |   |      |  | 38,000    | 
|Ohio                                                    |  |           | 24,000    |   |      |  |          | 
|Virginia                                                |  |           | 21,000    |   |      |  |          | 
|                                                        |  |           |           |   |      | 
|Total                                                   |  |           | 1,099,000 |   |      |  | 1,047,000 | 
|                                                        |  |           |           |   |      | 
|Percentage growth from March 31, 2005 to March 31, 2006 |  |           | 5.0       | % |      |  |           | 

18



---



##### 





|                            |  |           |           |  |      |  |           | 
|--------------------------- |  | --------- | --------- |  | ---- |  | --------- | 
|                            |  | March 31, |          
|                            |  |           |          
|Product                     |  | 2006      |           |  | 2005 | 
|                            |  |           |           |  |      | 
|AMERICAID (Medicaid  TANF) |  |           | 768,000   |  |      |  | 735,000   | 
|AMERIKIDS (SCHIP)           |  |           | 192,000   |  |      |  | 194,000   | 
|AMERIPLUS (Medicaid  SSI)  |  |           | 87,000    |  |      |  | 82,000    | 
|AMERIFAM (FamilyCare)       |  |           | 45,000    |  |      |  | 36,000    | 
|AMERIVANTAGE (SNP)          |  |           | 7,000     |  |      |  |          | 
|                            |  |           |           |  |      | 
|Total                       |  |           | 1,099,000 |  |      |  | 1,047,000 | 
|                            |  |           |           |  |      | 





Results of Operations




|                                             |  |                 |       |   |      |  |       |  
|-------------------------------------------- |  | --------------- | ----- | - | ---- |  | ----- | -
|                                             |  | Three Months    |      
|                                             |  | Ended March 31, |      
|                                             |  |                 |      
|                                             |  | 2006            |       |   | 2005 | 
|                                             |  |                 |       |   |      | 
|Premium revenue                              |  |                 | 98.9  | % |      |  | 99.3  | %
|Investment income                            |  |                 | 1.1   |   |      |  | 0.7   |  
|                                             |  |                 |       |   |      | 
|Total revenues                               |  |                 | 100.0 | % |      |  | 100.0 | %
|                                             |  |                 |       |   |      | 
|Health benefits expenses(1)                  |  |                 | 78.9  | % |      |  | 82.0  | %
|Selling, general and administrative expenses |  |                 | 11.8  | % |      |  | 11.1  | %
|Income before income taxes                   |  |                 | 9.2   | % |      |  | 6.1   | %
|Net income                                   |  |                 | 5.5   | % |      |  | 3.7   | %






|    |                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

19



---



##### 



Three Months Ended March 31, 2006 Compared to Three
Months Ended March 31, 2005




| |         
| | --------
| | Revenues







| |                         
| | ------------------------
| | Health benefits expenses





| |                                             
| | --------------------------------------------
| | Selling, general and administrative expenses



start-up




| |                 
| | ----------------
| | Interest expense





| |                           
| | --------------------------
| | Provision for income taxes



20



---



##### 







| |                                
| | -------------------------------
| | Liquidity and capital resources







time-to-time








| |   |                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in net income of $16.8 million;                                                                                                                                                                                                                                                                               
|
| |  | an increase in the change in premium receivables of
    $14.9 million primarily as a result of payment in the month
    of service by the State of New York that historically has
    paid a month in arrears;                                                                                                            
|
| |  | an increase in the change in claims payable of
    $15.3 million as a result of the moderate decrease in the
    balance in the current period due primarily to efforts to
    resolve outstanding claims issues and reduce ending inventory
    levels and favorable prior period developments in the current
    period;
|
| |  | an increase in the change in unearned revenue of
    $32.7 million resulting from early payment by two states
    compared to one state in the prior period; and                                                                                                                                                          
|
| |  | an increase in the change in accounts payable, accrued expenses
    and other current liabilities of $46.2 million primarily as
    a result of the timing of income tax payments.                                                                                                                                        

21



---



##### 







| |   |                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a decrease of $6.2 million related to tax benefits from
    exercise of stock options as a result of decreased stock option
    exercise activity and the required reclassification of this
    benefit to financing activities under the provisions of
    SFAS No. 123(R).









Regulatory Capital and Dividend Restrictions




New Accounting Pronouncement


Share-Based Payment.







|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About Market
    Risk



22



---



##### 










|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

13a-15(e) 15d-15(e)







Part II. Other
Information







|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings









23



---



##### 







10b-5 Illinois State Board of Investment v.
AMERIGROUP Corp., et al. 2:05-cv-701 10b-5


§13.1-672







|         |             
|-------- | ------------
|Item 1A. | Risk Factors

10-K


24



---



##### 








|        |                                                                
|------- | ---------------------------------------------------------------
|Item 2. | Unregistered Sales of Equity Securities and Use of
    Proceeds








|        |                                
|------- | -------------------------------
|Item 3. | Defaults Upon Senior Securities








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








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



1860D-1 1860D-42








(POHC-2002-D-2003)


(POHC-2002-D-2003)


25



---



##### 








|        |         
|------- | --------
|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)).                                                                                                              
|        | 10.6.9  |  |             | 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, 2005 (incorporated by reference to our Quarterly
    Report on Form 10-Q filed on August 3, 2005).
|        | 10.6.10 |  |             | 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, 2005 (incorporated by reference to our Quarterly
    Report on Form 10-Q filed on August 3, 2005).
|        | 10.7.8  |  |             | Amendment 2, dated August 1, 2005, to the State of Illinois
    Department of Healthcare and Family Services Contract for
    Furnishing Health Services by a Health Maintenance Organization
    (incorporated by reference to our Quarterly Report on
    Form 10-Q filed on August 3, 2005).                      
|        | 10.7.9  |  |             | Amendment 3, dated December 28, 2005, to the State of
    Illinois Department of Healthcare and Family Services Contract
    for Furnishing Health Services by a Health Maintenance
    Organization effective January 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 Noncompete, 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).                                                                                                                                            

26



---



##### 



|        |         |  |             |                                                                                                                                                                                                                                                                                                                                            
|------- | ------- |  | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |            
|Number  |         |  | Description
|        |         |  |            
|        | 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).                                                                                                                                
|        | 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 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).                                                                                                                   
|        | 10.23   |  |             | 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.                                                                                      
|        | 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.                                                                                      
|        | 10.25.2 |  |             | Amendment No. 2, dated November 19, 2004, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to exhibit 10.25 to our Quarterly Report on
    Form 10-Q, filed on November 5, 2004).
|        | 10.25.3 |  |             | Amendment No. 4, dated February 28, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to exhibit 25.3 to our Current Report on
    Form 8-K, filed on May 5, 2005).         
|        | 10.25.4 |  |             | Amendment No. 5, dated March 31, 2005, to the June 28,
    2002 Medical Contract between the State of Florida, Agency for
    Health Care Administration and AMERIGROUP Florida Inc. (AHCA
    Contract No. FA523) (incorporated by reference to
    exhibit 25.4 to our Current Report on Form 8-K, filed
    on May 5, 2005).            
|        | 10.25.5 |  |             | Amendment No. 6, dated May 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K, filed on May 5, 2005).               
|        | 10.25.6 |  |             | Amendment No. 7, dated June 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K, filed on June 15, 2005).            
|        | 10.25.7 |  |             | Amendment No. 8, dated July 1, 2005, to the June 28,
    2002 Medical Contract between the State of Florida, Agency for
    Health Care Administration and AMERIGROUP Florida Inc. (AHCA
    Contract No. FA523) (incorporated by reference to
    exhibit 10.2 to our Current Report on Form 8-K, filed
    on July 26, 2005).            
|        | 10.25.8 |  |             | Amendment No. 9, dated July 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to exhibit 10.3 to our Current Report on
    Form 8-K, filed on July 26, 2005).            

27



---



##### 



|        |          |  |             |                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |            
|Number  |          |  | Description
|        |          |  |            
|        | 10.25.9  |  |             | 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).                                                                                                                                          
|        | 10.25.10 |  |             | Amendment No. 10, dated February 27, 2006, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523).                                                                                                                                                                            
|        | 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)).       
|        | 10.28    |  |             | 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 (incorporate by reference to our
    Quarterly Report filed on Form 10-Q, filed on
    November 4, 2005).                                                                         
|        | 10.29    |  |             | 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, 2007
    (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,
    2007.                                                                                                                                                                                                  
|        | 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.                                                                                                                                                                 
|        | 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.                                                                                                                                                                        

28



---



##### 



|        |         |  |             |                                                                                                                                                                                                                                                                                                                                                                                   
|------- | ------- |  | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |            
|Number  |         |  | Description
|        |         |  |            
|        | 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).                                                          
|        | 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 (incorporated by reference to
    Exhibit 10.32.9 to our Annual Report on Form 10-K,
    filed on March 1, 2006).                                                             
|        | 31.1    |  |             | Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    May 9, 2006.                                                                                                                                                                                                                                                        
|        | 31.2    |  |             | Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    May 9, 2006.                                                                                                                                                                                                                                                        
|        | 32      |  |             | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated May 9, 2006.                                                                                                                                                                                                                            

29



---



##### 



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.




| |                       
| | ----------------------
| | AMERIGROUP Corporation



| |     |                        
| | --- | -----------------------
| | By: | /s/ Jeffrey L. McWaters

| |                                     
| | ------------------------------------
| |                                     
| | Jeffrey L. McWaters                 
| | Chairman and Chief Executive Officer





| |     |                  
| | --- | -----------------
| | By: | /s/ Sherri E. Lee

| |                             
| | ----------------------------
| |                             
| | Sherri E. Lee               
| | Executive Vice President and
| | Chief Financial Officer     



30



---



##### 



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)).                                                                                                              
|        | 10.6.9  |  |             | 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, 2005 (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on August 3, 2005).
|        | 10.6.10 |  |             | 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, 2005 (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on August 3, 2005).
|        | 10.7.8  |  |             | Amendment 2, dated August 1, 2005, to the State of
    Illinois Department of Healthcare and Family Services Contract
    for Furnishing Health Services by a Health Maintenance
    Organization (incorporated by reference to our Quarterly Report
    on Form 10-Q filed on August 3, 2005).                      
|        | 10.7.9  |  |             | Amendment 3, dated December 28, 2005, to the State of
    Illinois Department of Healthcare and Family Services Contract
    for Furnishing Health Services by a Health Maintenance
    Organization effective January 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 Noncompete, 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).                                                                                                                                            

31



---



##### 



|        |         |  |             |                                                                                                                                                                                                                                                                                                                                            
|------- | ------- |  | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |            
|Number  |         |  | Description
|        |         |  |            
|        | 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).                                                                                                                                
|        | 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 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).                                                                                                                   
|        | 10.23   |  |             | 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.                                                                                      
|        | 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.                                                                                      
|        | 10.25.2 |  |             | Amendment No. 2, dated November 19, 2004, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.25 to our Quarterly Report on
    Form 10-Q, filed on November 5, 2004).
|        | 10.25.3 |  |             | Amendment No. 4, dated February 28, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 25.3 to our Current Report on
    Form 8-K, filed on May 5, 2005).         
|        | 10.25.4 |  |             | Amendment No. 5, dated March 31, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 25.4 to our Current Report on
    Form 8-K, filed on May 5, 2005).            
|        | 10.25.5 |  |             | Amendment No. 6, dated May 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K, filed on May 5, 2005).               
|        | 10.25.6 |  |             | Amendment No. 7, dated June 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K, filed on June 15, 2005).            
|        | 10.25.7 |  |             | Amendment No. 8, dated July 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.2 to our Current Report on
    Form 8-K, filed on July 26, 2005).            
|        | 10.25.8 |  |             | Amendment No. 9, dated July 1, 2005, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523) (incorporated by
    reference to Exhibit 10.3 to our Current Report on
    Form 8-K, filed on July 26, 2005).            

32



---



##### 



|        |          |  |             |                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -------- |  | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |  |            
|Number  |          |  | Description
|        |          |  |            
|        | 10.25.9  |  |             | 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).                                                                                                                                          
|        | 10.25.10 |  |             | Amendment No. 10, dated February 27, 2006, to the
    June 28, 2002 Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida Inc. (AHCA Contract No. FA523).                                                                                                                                                                            
|        | 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)).       
|        | 10.28    |  |             | 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 (incorporate by reference to our
    Quarterly Report filed on Form 10-Q, filed on
    November 4, 2005).                                                                         
|        | 10.29    |  |             | 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, 2007
    (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, 2007.                                                                                                                                                                                                      
|        | 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.                                                                                                                                                                 
|        | 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.                                                                                                                                                                        

33



---



##### 



|        |         |  |             |                                                                                                                                                                                                                                                                                                                                                                               
|------- | ------- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |            
|Number  |         |  | Description
|        |         |  |            
|        | 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).                                                          
|        | 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 (incorporated by reference to
    Exhibit 10.32.9 to our Annual Report on Form 10-K,
    filed on March 1, 2006).                                                         
|        | 31.1    |  |             | Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    May 9, 2006.                                                                                                                                                                                                                                                    
|        | 31.2    |  |             | Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    May 9, 2006.                                                                                                                                                                                                                                                    
|        | 32      |  |             | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated May 9, 2006.                                                                                                                                                                                                                        

34