##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission File Number
    001-31574
   AMERIGROUP
    Corporation
 (Exact name of registrant as
    specified in its charter)
   Delaware

54-1739323(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)4425 Corporation Lane,
    Virginia Beach, VA(Address of principal
    executive offices)

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




---



##### 



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


Financial Statements


3Condensed Consolidated Balance Sheets as of
    September 30, 2007 and December 31, 2006


3Condensed Consolidated Income Statements for the
    three and nine months ended September 30, 2007 and 2006


4Condensed Consolidated Statement of
    Stockholders Equity for the nine months ended
    September 30, 2007


5Condensed Consolidated Statements of Cash Flows
    for the nine months ended September 30, 2007 and 2006


6Notes to Condensed Consolidated Financial
    Statements


7Item 2.


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


15Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


27Item 4.


Controls and Procedures


27Part II. Other
    InformationItem 1.


Legal Proceedings


28Item 1A.


Risk Factors


29Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


29Item 3.


Defaults Upon Senior Securities


30Item 4.


Submission of Matters to a Vote of Security
    Holders


30Item 5.


Other Information


30Item 6.


Exhibits


30EX-14.1Exhibit 10.27.2.1Exhibit 10.35.10Exhibit 10.36.1Exhibit 31.1Exhibit 31.2Exhibit 32   2




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##### Table of Contents



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


December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
320,055


$
176,718Short-term investments


223,548



167,703Restricted investments held as collateral


351,318



Premium receivables


80,531



63,594Deferred income taxes


25,942



21,550Provider and other receivables


43,365



44,098Prepaid expenses and other


43,018



27,446Total current assets


1,087,777



501,109Long-term investments


452,269



431,852Investments on deposit for licensure


83,933



68,511Property and equipment, net


48,511



46,983Software, net


42,278



34,621Deferred income taxes


13,021



Other long-term assets


18,903



7,279Goodwill and other intangible assets, net


253,588



255,340Total assets

$
2,000,280


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

$
505,714


$
385,204Accounts payable


5,056



6,285Unearned revenue


90,134



63,765Accrued payroll and related liabilities


44,101



39,951Accrued expenses and other current liabilities


76,362



66,922Current portion of long-term debt


1,300



Current portion of capital lease obligations


523



795Total current liabilities


723,190



562,922Long-term convertible debt


260,000



Long-term debt


128,700



Capital lease obligations less current portion


11



415Deferred income taxes






7,637Other long-term liabilities


12,083



6,136Total liabilities


1,123,984



577,110Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 52,898,718 and
    52,272,824 at September 30, 2007 and December 31,
    2006, respectively


529



523Additional paid-in capital


405,549



391,566Retained earnings


471,060



376,547877,138



768,636Less treasury stock at cost (24,908 and 1,728 shares at
    September 30, 2007 and December 31, 2006, respectively)


(842
)


(51
)Total stockholders equity


876,296



768,585Total liabilities and stockholders equity

$
2,000,280


$
1,345,695    3




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Revenues:Premium

$
1,013,620


$
698,507


$
2,819,166


$
1,998,005Investment income and other


19,091



10,577



49,634



27,397Total revenues


1,032,711



709,084



2,868,800



2,025,402Expenses:Health benefits


840,749



570,928



2,342,905



1,624,339Selling, general and administrative


129,941



92,316



357,459



255,054Depreciation and amortization


7,744



6,076



23,596



19,257Interest


3,969



108



8,332



348Total expenses


982,403



669,428



2,732,292



1,898,998Income before income taxes


50,308



39,656



136,508



126,404Income tax expense


19,060



15,052



51,180



49,242Net income

$
31,248


$
24,604


$
85,328


$
77,162Net income per share:Basic net income per share

$
0.59


$
0.47


$
1.63


$
1.49Weighted average number of common shares outstanding


52,697,920



52,039,679



52,477,798



51,786,422Diluted net income per share

$
0.58


$
0.46


$
1.59


$
1.46Weighted average number of common shares and dilutive potential
    common shares outstanding


53,816,534



53,331,741



53,682,928



52,957,069    4




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Condensed Consolidated Statement of Stockholders
    Equity
 Nine Months Ended
    September 30, 2007
 (Dollars in thousands)
 (Unaudited)
  Additional











TotalCommon stock


paid-in


Retained


Treasury Stock


stockholdersShares


Amount


capital


earnings


Shares


Amount


equityBalances at December 31, 2006


52,272,824


$
523


$
391,566


$
376,547



1,728


$
(51
)

$
768,585Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


649,074



6



8,141















8,147Compensation expense related to share-based payments










10,152















10,152Tax benefit from exercise of stock options










3,387















3,387Treasury stock redeemed for payment of employee taxes


(23,180
)














23,180



(791
)


(791
)Purchase of convertible note hedge instruments










(52,702
)














(52,702
)Deferred tax asset related to purchase of convertible note hedge
    instruments










19,343















19,343Sale of warrant instruments










25,662















25,662Cumulative effect of adoption of Financial Accounting Standards
    Board Financial Interpretation No. 48 Accounting for
    Uncertainty in Income Taxes














9,185











9,185Net income














85,328











85,328Balances at September 30, 2007


52,898,718


$
529


$
405,549


$
471,060



24,908


$
(842
)

$
876,296    5




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Condensed
    Consolidated Statements of Cash Flows
 (Dollars in thousands)
 (Unaudited)
  Nine Months EndedSeptember 30,2007


2006Cash flows from operating activities:Net income

$
85,328


$
77,162Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


23,596



19,257Loss (gain) on disposal of property, equipment and software


34



(66
)Deferred tax benefit


(5,617
)


(14,902
)Compensation expense related to share-based payments


10,152



6,731Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Premium receivables


(16,937
)


24,149Prepaid expenses, provider and other receivables and other
    current assets


(13,149
)


(13,136
)Other assets


(2,954
)


(283
)Claims payable


120,510



12,663Accounts payable, accrued expenses and other current liabilities


20,462



47,345Unearned revenue


26,369



46,117Other long-term liabilities


5,947



299Net cash provided by operating activities


253,741



205,336Cash flows from investing activities:Purchase of restricted investments held as collateral


(402,812
)


Release of restricted investments held as collateral


51,494



Purchase of convertible note hedge instruments


(52,702
)


Proceeds from sale of warrant instruments


25,662



Proceeds from sale of available-for-sale securities


1,103,924



1,198,801Purchase of available-for-sale securities


(1,164,861
)


(1,228,931
)Proceeds from redemption of held-to-maturity securities


319,641



260,438Purchase of held-to-maturity securities


(334,966
)


(434,169
)Purchase of property, equipment and software


(28,313
)


(27,337
)Proceeds from redemption of investments on deposit for licensure


34,419



39,001Purchase of investments on deposit for licensure


(49,841
)


(49,473
)Purchase price adjustment paid






(4,766
)Net cash used in investing activities


(498,355
)


(246,436
)Cash flows from financing activities:Proceeds from issuance of convertible notes


260,000



Borrowings under credit facility


351,318



Repayment of borrowings under credit facility


(221,318
)


Payment of debt issuance costs


(11,510
)


Net decrease in bank overdrafts


(1,397
)


Payment of capital lease obligations


(676
)


(1,354
)Proceeds from exercise of common stock options


8,147



5,083Tax benefit related to exercise of stock options


3,387



1,704Net cash provided by financing activities


387,951



5,433Net increase (decrease) in cash and cash equivalents


143,337



(35,667
)Cash and cash equivalents at beginning of period


176,718



272,169Cash and cash equivalents at end of period

$
320,055


$
236,502Non-cash disclosures:Common stock redeemed for payment of employee taxes

$
(791
)

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

$
9,185


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

$
19,343


$
    6




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Basic net income per share:
    Net income

$
31,248


$
24,604


$
85,328


$
77,162Weighted average number of common shares outstanding


52,697,920



52,039,679



52,477,798



51,786,422Basic net income per share

$
0.59


$
0.47


$
1.63


$
1.49Diluted net income per share:Net income

$
31,248


$
24,604


$
85,328


$
77,162Weighted average number of common shares outstanding


52,697,920



52,039,679



52,477,798



51,786,422Dilutive effect of stock options, convertible senior notes and
    warrants (as determined by applying the treasury stock method)


1,118,614



1,292,062



1,205,130



1,170,647Weighted average number of common shares and dilutive potential
    common shares outstanding


53,816,534



53,331,741



53,682,928



52,957,069Diluted net income per share

$
0.58


$
0.46


$
1.59


$
1.46  7




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
            Accounting for Uncertainty in Income Taxes. Accounting for Income Taxes.
   8




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  and/or
    Credit
    Agreement
            Convertible
    Senior Notes
  Form S-3
 9




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
      business-day trading-day
      and/or and/or
 10




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
        No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock, Accounting for Derivative
    Instruments and Hedging Activities
        Legal
    Proceedings
  Qui
    Tam
     11




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##### Table of Contents



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




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  Batty
    Litigation
    Other
    Contingencies
  Experience
    Rebate Payable
      Risk
    Sharing Receivable
   13




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    New
    Jersey Provider Network
             14




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-looking
    Statements
  Form 10-Q,
    
    national, state and local economic conditions, including their
    effect on the rate increase process, timing of payments, and the
    availability and cost of labor, utilities and materials;
    the effect of government regulations and changes in regulations
    governing the healthcare industry, including our compliance with
    such regulations and their effect on certain of our unit costs
    and our ability to manage our medical costs;
    changes in Medicaid and Medicare payment levels and
    methodologies and the application of such methodologies by the
    Federal and state governments;
    liabilities and other claims asserted against us;
    our ability to attract and retain qualified personnel;
    our ability to maintain compliance with all minimum capital
    requirements;
    the availability and terms of capital to fund acquisitions and
    capital improvements;
    our ability to meet our debt service obligations and meet the
    covenants contained in our Credit Agreement;
    the competitive environment in which we operate;
    our ability to maintain and increase membership levels;
    demographic changes;
    increased use of services, increased cost of individual
    services, epidemics, the introduction of new or costly
    treatments and technology, new mandated benefits or other
    regulatory changes, insured population characteristics and
    seasonal changes in the level of healthcare use;
    our inability to operate new products and markets at expected
    levels, including, but not limited to, profitability, membership
    and targeted service standards;
    catastrophes, including acts of terrorism or severe
    weather; and
    the unfavorable resolution of pending litigation.  Form 10-K Other
    Information Risk Factors Form 10-Q
 15




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##### Table of Contents



Overview
      
    Revenue of $1,032.7 million, a 45.6 percent increase
    over the third quarter of 2006;
    Health benefits ratio (HBR) of 82.9 percent of premium
    revenue;
    Selling, general and administrative expense ratio of
    12.6 percent of total revenue;
    Cash flow from operations was $253.7 million for the nine
    months ended September 30, 2007;
    Awarded approval from the Centers for Medicare and Medicaid
    Services (CMS) to offer SNPs and traditional Medicare Advantage
    health plans in seven states, five of which are new; and
    Concluded the contracting process with the State of South
    Carolina to begin serving Medicaid enrollees eligible for
    Temporary Assistance to Needy Families (TANF) and Aged, Blind,
    and Disabled (ABD) programs under the new South Carolina Healthy
    Connections Choices initiative. The implementation of the
    contract had been subject to the States formal approval of
    AMERIGROUPs network, which was approved recently.  Revenue
    Growth
    Operating
    Costs
  Health
    Benefits
   16




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##### Table of Contents



Selling,
    general and administrative expenses
    Management
    and Board Update
    Significant
    Market Updates
           17




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##### Table of Contents



Contingencies
  Experience
    Rebate Payable
      Risk
    Sharing Receivable
    New
    Jersey Provider Network
   18




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##### Table of Contents



Results
    of Operations
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Premium revenue


98.2
%


98.5
%


98.3
%


98.6
%Investment income and other


1.8



1.5



1.7



1.4Total revenues


100.0
%


100.0
%


100.0
%


100.0
%Health benefits(1)


82.9
%


81.7
%


83.1
%


81.3
%Selling, general and administrative expenses


12.6
%


13.0
%


12.5
%


12.6
%Income before income taxes


4.9
%


5.6
%


4.8
%


6.2
%Net income


3.0
%


3.5
%


3.0
%


3.8
%     (1)
    
    The HBR is shown as a percentage of premium revenue because
    there is a direct relationship between the premium received and
    the health benefits provided.  Three and
    Nine months Ended September 30, 2007 Compared to Three and
    Nine months Ended September 30, 2006
    Three Months


Nine MonthsEnded


EndedThree Months Ended


Nine Months Ended


September 30,


September 30,September 30,


September 30,


% Change


% Change2007


2006


2007


2006


2007-2006


2007-2006Revenues:Premium

$
1,013.6


$
698.5


$
2,819.2


$
1,998.0



45.1
%


41.1
%Investment income and other


19.1



10.6



49.6



27.4



80.2
%


81.0
%Total revenues


1,032.7



709.1



2,868.8



2,025.4



45.6
%


41.6
%Expenses:Health benefits


840.7



570.9



2,342.9



1,624.3



47.3
%


44.2
%Selling, general and administrative


129.9



92.3



357.5



255.1



40.7
%


40.1
%Depreciation and amortization


7.7



6.1



23.6



19.3



26.2
%


22.3
%Interest


4.0



0.1



8.3



0.3



3900.0
%


2666.7
%Total expenses


982.4



669.4



2,732.3



1,899.0



46.8
%


43.9
%Income before income taxes


50.3



39.7



136.5



126.4



26.7
%


8.0
%Income tax expense


19.1



15.1



51.2



49.2



26.5
%


4.1
%Net income

$
31.2


$
24.6


$
85.3


$
77.2



26.8
%


10.5
%Diluted net income per common share

$
0.58


$
0.46


$
1.59


$
1.46



26.1
%


8.9
%   Revenues
   19




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##### Table of Contents



Membership
    September 30,2007


2006Texas


453,000



378,000Georgia


218,000



177,000Florida


200,000



203,000Tennessee


185,000



Maryland


147,000



144,000New York


114,000



128,000New Jersey


99,000



103,000Ohio


52,000



28,000District of Columbia


38,000



41,000Virginia


22,000



22,000Total


1,528,000



1,224,000Percentage growth from September 30, 2006 to
    September 30, 2007


24.8
%  20




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##### Table of Contents



September 30,Product

2007


2006AMERICAID (Medicaid  TANF)


1,040,000



844,000AMERIKIDS (SCHIP)


270,000



242,000AMERIPLUS (Medicaid  SSI)


172,000



90,000AMERIFAM (FamilyCare)


41,000



43,000AMERIVANTAGE (SNP)


5,000



5,000Total


1,528,000



1,224,000     Health
    benefits expenses
      Selling,
    general and administrative expenses
   21




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##### Table of Contents



Depreciation
    and amortization expense
    Interest
    expense
    Provision
    for income taxes
    Liquidity
    and Capital Resources
     22




---



##### Table of Contents



Convertible
    Senior Notes
  Form S-3
   23




---



##### Table of Contents



business-day trading-day
      and/or and/or
       24




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##### Table of Contents



Shelf
    Registration
    Cash
    flows
      
    an increase in net income of $8.2 million; and
    an increase in the change in claims payable of
    $107.8 million primarily as a result of our entry into the
    Tennessee market; growth in our existing markets and changes in
    timing of payments around period end.    
    a decrease in the change in premium receivables of
    $41.1 million primarily as a result of increase in cash
    flows in the prior year from the change in timing of the receipt
    of the New York premium and a decrease in cash flows in the
    current period for the same market; as well as the impact of the
    timing of the receipt of Tennessee premium;
    a decrease in the change in accounts payable, accrued expenses
    and other current liabilities of $26.9 million primarily as
    a result of the change in the distribution of income tax
    payments over the calendar year resulting in a
    $21.2 million decrease; timing of accruals and payments for
    operating expenses, particularly those related to legal costs
    resulting in a decrease in the change in accounts payable,
    accrued expenses and other current liabilities of
    $26.4 million; change in the payments and accruals of
    performance-based compensation resulting in a decrease of
    $8.0 million offset by the change in accrual for experience
    rebates expense of $14.7 million; and
    a decrease in the change in unearned revenue of
    $19.7 million primarily as a result of the impact of the
    timing of the receipts of premium revenue.       25




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##### Table of Contents



Regulatory
    Capital and Dividend Restrictions
    New
    Accounting Pronouncement
  Accounting for Uncertainty in Income Taxes. Accounting for Income Taxes.
    and/or
 26




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##### Table of Contents



14-a, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement).
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk      Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   27




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##### Table of Contents



Part II.  Other
    Information
  Item 1.
    Legal
    Proceedings  Qui
    Tam
               28




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##### Table of Contents



Batty
    Litigation
    Item 1A.
    Risk
    Factors  Risk
    Factors Form 10-K Form 10-Q
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Maximum number(or ApproximateTotal number of


Dollar Value) ofAverage


Shares (or Units


Shares (or Units)Total Number of


Price Paid


Purchased as Part of


that May Yet BeShares (or Units)


per Share


Publicly Announced


Purchased Under thePeriod

Purchased


(or Unit)


Plans or Programs


Plans or ProgramsJuly 1  July 31, 2007





$








n/aAugust 1  August 31, 2007














n/aSeptember 1  September 30, 2007(1)


10,765



34.48







n/aTotal


10,765


$
34.48







n/a    29




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##### Table of Contents



Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    www.amerigroupcorp.com
    Item 6.
    Exhibits  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

By-Laws of the Company (incorporated by reference to
    exhibit 3.2 to our Registration Statement on
    Form S-3
    (No. 333-108831)).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement on
    Form S-1
    (No. 333-347410)).4
.2

AMERIGROUP Corporation Second Restated Investor Rights
    Agreement, dated July 28, 1998 (incorporated by reference
    to exhibit 4.2 to our Registration Statement on
    Form S-1
    (No. 333-37410)).4
.3

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed April 2, 2007).4
.4

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.1

Retirement and Consulting Agreement by and between AMERIGROUP
    Corporation and Jeffrey L. McWaters, dated September 30,
    2007 (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed October 3, 2007). 30




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##### Table of Contents



ExhibitNumber

Description10
.2

Letter Agreement among AMERIGROUP Corporation and Bank of
    America, N.A., dated March 23, 2007 (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed March 26, 2007).10
.3

Security Agreement, AMERIGROUP Corporation and Bank of America,
    N.A., dated March 23, 2007 (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed March 26, 2007).10
.4

Credit and Guaranty Agreement, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, and the various
    lenders, (incorporated by reference to exhibit 10.4 to our
    Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.5

Amendment to the Credit and Guaranty Agreement dated
    March 28, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.6

Amendment to the Credit and Guaranty Agreement dated
    April 18, 2007, among AMERIGROUP Corporation as borrower,
    PHP Holdings, Inc. as guarantor, Goldman Sachs Credit Partners
    L.P. and Wachovia Capital Markets, LLC as joint lead arrangers
    and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, (incorporated by
    reference to exhibit 10.6 to our Quarterly Report on
    Form 10-Q
    filed on May 3, 2007).10
.7

Pledge and Security Agreement among AMERIGROUP Corporation, PHP
    Holdings, Inc. and Wachovia Bank, as collateral agent,
    (incorporated by reference to exhibit 10.7 to our Quarterly
    Report on
    Form 10-Q
    filed on May 3, 2007).10
.8

Confirmation, Re Convertible Note Hedge Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.9

Confirmation, Re Issuer Warrant Transaction, dated
    March 22, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.2 to our Current Report on
    Form 8-K
    filed April 2, 2007).10
.10

Amendment to Confirmation, Re Issuer Warrant Transaction, dated
    April 3, 2007 between AMERIGROUP Corporation and Wells
    Fargo Bank, National Association (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed April 9, 2007).10
.11

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

Form 2007 Cash Incentive Plan of the Company (incorporated
    by reference to exhibit 10.1 to our Current Report on
    Form 8-K
    filed on May 14, 2007).10
.13

Form 2005 Equity Incentive Plan (incorporated by reference
    to our Definitive Proxy Statement Pursuant to Schedule 14a
    of the Securities Exchange Act of 1934, filed on April 4,
    2005).10
.14

Form the Officer and Director Indemnification Agreement
    (incorporated by reference to exhibit 10.16 to our
    Registration Statement on
    Form S-1
    (No. 333-37410)).10
.15

Form of Employee Non-compete, Nondisclosure and Developments
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed on February 23, 2005).10
.16

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K,
    filed on May 13, 2005).10
.17

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

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

Form of AMERIGROUP Corporation Nonqualified Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current
    Form 8-K
    filed on November 3, 2005). 31




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##### Table of Contents



ExhibitNumber

Description10
.20

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

Form of 2005 Executive Deferred Compensation Plan between
    AMERIGROUP Corporation and Executive Associates (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K
    filed March 4, 2005).10
.22

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed March 4, 2005).10
.23

Separation Agreement and General Release with E. Paul Dunn, Jr.
    former Executive Vice President and Chief Financial Officer
    effective December 2, 2005 (incorporated by reference to
    our Current Report on
    Form 8-K,
    filed on December 6, 2005).10
.24

Form of Separation Agreement between AMERIGROUP Corporation and
    Eric M. Yoder, M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed February 16, 2007).*10
.25.1

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.11 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).*10
.25.2

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to
    exhibit 10.6.12 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.25.3

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2007 (incorporated by reference to
    exhibit 10.25.3 to our Quarterly Report on Form 10-Q
    filed on July 30, 2007).10
.26

Amendment No. 00017, dated March 1, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) (incorporated by reference to our
    Current Report on
    Form 8-K
    filed on May 5, 2005).10
.26.1

Amendment No. 00026, dated December 31, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective January 1, 2006
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.26.2

Amendment No. 00027, dated December 30, 2005, to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective January 1, 2006
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.26.3

Amendment No. 00029 to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) effective August 1, 2006 (incorporated
    by reference to exhibit 10.23.1 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.27.1

Medical Services Contract by and between Florida Healthy Kids
    Corporation and AMERIGROUP Florida, Inc., dated October 1,
    2005 (incorporated by reference to exhibit 10.5 to our
    Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).*10
.27.2

Medicaid Managed Care Services Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. for Broward County, Florida effective July 1,
    2006 (incorporated by reference to exhibit 10.25.11 to our
    Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.27.2.1

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    July 1, 2007 filed herewith. 32




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##### Table of Contents



ExhibitNumber

Description10
.27.3

Medical Contract between the State of Florida, Agency for Health
    Care Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed on November 7, 2006).10
.27.3.1

Amendment No. 1 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 1 to AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on January 5, 2007).*10
.27.4

Amendment to Medical Services Contract by and between Florida
    Healthy Kids Corporation and AMERIGROUP Florida, Inc., dated
    October 12, 2006 (incorporated by reference to
    exhibit 10.25.4 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.28

Medicaid Contract between New York City Department of Health and
    Mental Hygiene and CarePlus, L.L.C. date October 1, 2004
    (incorporated by reference to Exhibit 10.48 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005).10
.28.1

Contract Amendment, dated January 1, 2005, to the Medicaid
    Managed Care Model Contract between New York City Department of
    Health and Mental Hygiene and CarePlus LLC. Dated
    October 1, 2004 (incorporated by reference to
    Exhibit 10.48.1 to our Current Report on
    Form 8-K
    filed on May 5, 2005).10
.29

Child Health Plus Contract by and between The State of New York
    Department of Health and Care Plus Health Plan is effective for
    the period July 1, 1998 through September 30, 2005
    (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on
    Form 8-K
    filed on May 5, 2005).10
.29.1

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus Contract by
    and between The State of New York Department of Health and Care
    Plus Health Plan is effective for the period September 30,
    2005 through December 31, 2005 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005).10
.29.2

Contract Amendment  Appendix X, dated
    September 10, 2005, to the Child Health Plus by and between
    The State of New York Department of Health and Care Plus Health
    Plan is effective for the period January 1, 2006 through
    December 31, 2006 (Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.30

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The City of New York through the State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q
    filed on November 4, 2005).10
.31

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The State of New York Department of
    Health and CarePlus LLC effective for the period October 1,
    2005 through September 30, 2008 (incorporated by reference
    to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).10
.32.1

Amendment to Medicaid Managed Care Model Contract by The State
    of New York Department of Health and CarePlus LLC effective for
    the period October 1, 2005 through September 30, 2008
    (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).*10
.32.2

Amendment to Medicaid Managed Care Model Contract by and between
    The State of New York Department of Health and CarePlus LLC
    effective for the period from April 1, 2006 through
    September 30, 2008 (incorporated by reference to
    exhibit 10.29.2 to our Quarterly Report on
    Form 10-Q
    filed on August 4, 2006).10
.33

Contract dated July 19, 2005 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2005 through September 30,
    2006 with six optional renewal periods (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 26, 2005).10
.33.1

Contract rates to contract dated July 19, 2005 between
    Georgia Department of Community Health and AMGP Georgia Managed
    Care Company, Inc. for the period from July 1, 2005 through
    September 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1.1 to our Current
    Report on
    Form 8-K
    filed on July 26, 2005). 33




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##### Table of Contents



ExhibitNumber

Description10
.33.2

Contract dated June 8, 2007 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2007 through September 30,
    2008 with five optional renewal periods (incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on July 5, 2005).10
.34

Contract with Eligible Medicare Advantage Organization Pursuant
    to Sections 1851 through 1859 of the Social Security Act
    for the Operation of a Medicare Advantage Coordinated Care
    Plan(s) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).10
.34.1

Addendum To Medicare Managed Care Contract Pursuant To
    Sections 1860D-1
    Through 1860D-42 Of The Social Security Act For The Operation of
    a Voluntary Medicare Prescription Drug Plan effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).10
.35.1

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Dallas
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.1 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.2

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.2 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.3

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Tarrant
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.3 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.4

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR program in the Travis
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.4 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.5

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    Service Delivery Area effectively extending the contract through
    August 31, 2006 (incorporated by reference to
    Exhibit 10.32.5 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).10
.35.6

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    Exhibit 10.32.6 to our Annual Report on
    Form 10-K
    filed on March 1, 2006).*10
.35.7

Amendment, effective January 1, 2006, to the
    Health & Human Services Commission Agreement for
    Health Services to the Medicaid STAR+PLUS program in the Harris
    County Service Delivery Area (incorporated by reference to
    exhibit 10.32.7 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).10
.35.8

Amendment, effective September 1, 2005, to the
    Health & Human Services Commission Agreement for
    Health Services to the Childrens Health Insurance Program
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.8 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).*10
.35.9

Health & Human Services Commission Uniform Managed
    Care Contract covering all service areas and products in which
    the subsidiary has agreed to participate, effective
    September 1, 2006 (incorporated by reference to
    exhibit 10.32.9 to our Quarterly Report on
    Form 10-Q
    filed on November 14, 2006).*10
.35.10

Amendment, effective September 1, 2007, to the
    Health & Human Services Commission Agreement for
    Health Services to the STAR, STAR+PLUS, CHIP, CHIP Perinatal,
    programs in the Bexar, Dallas, Harris, Nueces, Tarrant and
    Travis Service Delivery Areas effectively extending the contract
    through August 31, 2008 filed herewith. 34




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##### Table of Contents



ExhibitNumber

Description10
.36.1

AMERIGROUP Corporation Change in Control Benefit Policy filed
    herewith.14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics filed
    herewith.31
.1

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

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    November 2, 2007.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated November 2, 2007.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 35




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##### Table of Contents



Signatures
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, the Registrant has duly caused this Report to be signed
    on its behalf by the undersigned thereunto duly authorized.
  Corporation
  By:
    /s/  James
    G. Carlson   President and Chief
 Executive Officer
    By:
    /s/  James
    W. Truess   Executive Vice President and
 Chief Financial Officer
   36




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##### Table of Contents



EXHIBITS
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our Registration
    Statement on Form S-3 (No. 333-108831)).3
.2

By-Laws of the Company (incorporated by reference to exhibit 3.2
    to our Registration Statement on Form S-3 (No. 333-108831)).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement on Form
    S-1 (No. 333-347410)).4
.2

AMERIGROUP Corporation Second Restated Investor Rights
    Agreement, dated July 28, 1998 (incorporated by reference to
    exhibit 4.2 to our Registration Statement on Form S-1 (No.
    333-37410)).4
.3

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation and
    The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on Form 8-K filed
    April 2, 2007).4
.4

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on Form 8-K filed
    April 2, 2007).10
.1

Retirement and Consulting Agreement by and between AMERIGROUP
    Corporation and Jeffrey L. McWaters, dated September 30, 2007
    (incorporated by reference to exhibit 10.1 to our Current Report
    on Form 8-K filed October 3, 2007).10
.2

Letter Agreement among AMERIGROUP Corporation and Bank of
    America, N.A., dated March 23, 2007 (incorporated by reference
    to exhibit 10.1 to our Current Report on Form 8-K filed March
    26, 2007).10
.3

Security Agreement, AMERIGROUP Corporation and Bank of America,
    N.A., dated March 23, 2007 (incorporated by reference to exhibit
    10.2 to our Current Report on Form 8-K filed March 26, 2007).10
.4

Credit and Guaranty Agreement, among AMERIGROUP Corporation as
    borrower, PHP Holdings, Inc. as guarantor, Goldman Sachs Credit
    Partners L.P. and Wachovia Capital Markets, LLC as joint lead
    arrangers and bookrunners, Goldman Sachs Credit Partners L.P. as
    syndication agent, Wachovia Bank, National Association as
    administrative agent and collateral agent, and the various
    lenders, (incorporated by reference to exhibit 10.4 to our
    Quarterly Report on Form 10-Q filed on May 3, 2007).10
.5

Amendment to the Credit and Guaranty Agreement dated March 28,
    2007, among AMERIGROUP Corporation as borrower, PHP Holdings,
    Inc. as guarantor, Goldman Sachs Credit Partners L.P. and
    Wachovia Capital Markets, LLC as joint lead arrangers and
    bookrunners, Goldman Sachs Credit Partners L.P. as syndication
    agent, Wachovia Bank, National Association as administrative
    agent and collateral agent, (incorporated by reference to
    exhibit 10.5 to our Quarterly Report on Form 10-Q filed on May
    3, 2007).10
.6

Amendment to the Credit and Guaranty Agreement dated April 18,
    2007, among AMERIGROUP Corporation as borrower, PHP Holdings,
    Inc. as guarantor, Goldman Sachs Credit Partners L.P. and
    Wachovia Capital Markets, LLC as joint lead arrangers and
    bookrunners, Goldman Sachs Credit Partners L.P. as syndication
    agent, Wachovia Bank, National Association as administrative
    agent and collateral agent, (incorporated by reference to
    exhibit 10.6 to our Quarterly Report on Form 10-Q filed on May
    3, 2007).10
.7

Pledge and Security Agreement among AMERIGROUP Corporation, PHP
    Holdings, Inc. and Wachovia Bank, as collateral agent,
    (incorporated by reference to exhibit 10.7 to our Quarterly
    Report on Form 10-Q filed on May 3, 2007).10
.8

Confirmation, Re Convertible Note Hedge Transaction, dated March
    22, 2007 between AMERIGROUP Corporation and Wells Fargo Bank,
    National Association (incorporated by reference to exhibit 10.1
    to our Current Report on Form 8-K filed April 2, 2007).10
.9

Confirmation, Re Issuer Warrant Transaction, dated March 22,
    2007 between AMERIGROUP Corporation and Wells Fargo Bank,
    National Association (incorporated by reference to exhibit 10.2
    to our Current Report on Form 8-K filed April 2, 2007). 37




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##### Table of Contents



ExhibitNumber

Description10
.10

Amendment to Confirmation, Re Issuer Warrant Transaction, dated
    April 3, 2007 between AMERIGROUP Corporation and Wells Fargo
    Bank, National Association (incorporated by reference to exhibit
    10.1 to our Current Report on Form 8-K filed April 9, 2007).10
.11

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

Form 2007 Cash Incentive Plan of the Company (incorporated by
    reference to exhibit 10.1 to our Current Report on Form 8-K
    filed on May 14, 2007).10
.13

Form 2005 Equity Incentive Plan (incorporated by reference to
    our Definitive Proxy Statement Pursuant to Schedule 14a of the
    Securities Exchange Act of 1934, filed on April 4, 2005).10
.14

Form the Officer and Director Indemnification Agreement
    (incorporated by reference to exhibit 10.16 to our Registration
    Statement on Form S-1 (No. 333-37410)).10
.15

Form of Employee Non-compete, Nondisclosure and Developments
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report on Form 8-K filed on February 23, 2005).10
.16

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on Form 8-K,
    filed on May 13, 2005).10
.17

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

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

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

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

Form of 2005 Executive Deferred Compensation Plan between
    AMERIGROUP Corporation and Executive Associates (incorporated by
    reference to exhibit 10.2 to our Current Report on Form 8-K
    filed March 4, 2005).10
.22

Form of 2005 Non-Employee Director Deferred Compensation Plan
    between AMERIGROUP Corporation and Non-Executive Associates
    (incorporated by reference to exhibit 10.2 to our Current Report
    on Form 8-K filed March 4, 2005).10
.23

Separation Agreement and General Release with E. Paul Dunn, Jr.
    former Executive Vice President and Chief Financial Officer
    effective December 2, 2005 (incorporated by reference to our
    Current Report on Form 8-K, filed on December 6, 2005).10
.24

Form of Separation Agreement between AMERIGROUP Corporation and
    Eric M. Yoder, M.D. (incorporated by reference to exhibit
    10.1 to our Current Report on Form 8-K filed February 16, 2007).*10
.25.1

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to exhibit 10.6.11
    to our Quarterly Report on Form 10-Q filed on August 4, 2006).*10
.25.2

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2006 (incorporated by reference to exhibit 10.6.12
    to our Quarterly Report on Form 10-Q filed on November 14, 2006).*10
.25.3

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated July 1, 2007 (incorporated by reference to
    exhibit 10.25.3 to our Quarterly Report on Form 10-Q
    filed on July 30, 2007).10
.26

Amendment No. 00017, dated March 1, 2005, to the District of
    Columbia Healthy Families Programs, Department of Health Medical
    Assistance Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) (incorporated by reference to our Current
    Report on Form 8-K filed on May 5, 2005). 38




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##### Table of Contents



ExhibitNumber

Description10
.26.1

Amendment No. 00026, dated December 31, 2005, to the District of
    Columbia Healthy Families Programs, Department of Health Medical
    Assistance Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on Form 10-Q filed on May 9,
    2006).10
.26.2

Amendment No. 00027, dated December 30, 2005, to the District of
    Columbia Healthy Families Programs, Department of Health Medical
    Assistance Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) effective January 1, 2006 (incorporated by
    reference to our Quarterly Report on Form 10-Q filed on May 9,
    2006).*10
.26.3

Amendment No. 00029 to the District of Columbia Healthy Families
    Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003) effective August 1, 2006 (incorporated by
    reference to exhibit 10.23.1 to our Quarterly Report on Form
    10-Q filed on August 4, 2006).10
.27.1

Medical Services Contract by and between Florida Healthy Kids
    Corporation and AMERIGROUP Florida, Inc., dated October 1, 2005
    (incorporated by reference to exhibit 10.5 to our Quarterly
    Report on Form 10-Q filed on November 4, 2005).*10
.27.2

Medicaid Managed Care Services Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. for Broward County, Florida effective July 1, 2006
    (incorporated by reference to exhibit 10.25.11 to our Quarterly
    Report on Form 10-Q filed on August 4, 2006).*10
.27.2.1

Amendment to Medicaid Managed Care Services Contract between the
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    July 1, 2007 filed herewith.10
.27.3

Medical Contract between the State of Florida, Agency for Health
    Care Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA614) (incorporated by reference to Exhibit 10.1 to our
    Current Report on Form 8-K filed on November 7, 2006).10
.27.3.1

Amendment No. 1 to Medical Contract between the State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. (Amendment No. 1 to AHCA Contract No. FA614)
    (incorporated by reference to Exhibit 10.1 to our Current Report
    on Form 8-K, filed on January 5, 2007).*10
.27.4

Amendment to Medical Services Contract by and between Florida
    Healthy Kids Corporation and AMERIGROUP Florida, Inc., dated
    October 12, 2006 (incorporated by reference to exhibit 10.25.4
    to our Quarterly Report on Form 10-Q filed on November 14, 2006).10
.28

Medicaid Contract between New York City Department of Health and
    Mental Hygiene and CarePlus, L.L.C. date October 1, 2004
    (incorporated by reference to Exhibit 10.48 to our Current
    Report on Form 8-K filed on May 5, 2005).10
.28.1

Contract Amendment, dated January 1, 2005, to the Medicaid
    Managed Care Model Contract between New York City Department of
    Health and Mental Hygiene and CarePlus LLC. Dated October 1,
    2004 (incorporated by reference to Exhibit 10.48.1 to our
    Current Report on Form 8-K filed on May 5, 2005).10
.29

Child Health Plus Contract by and between The State of New York
    Department of Health and Care Plus Health Plan is effective for
    the period July 1, 1998 through September 30, 2005 (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on Form 8-K filed on May 5, 2005).10
.29.1

Contract Amendment  Appendix X, dated September 10,
    2005, to the Child Health Plus Contract by and between The State
    of New York Department of Health and Care Plus Health Plan is
    effective for the period September 30, 2005 through December 31,
    2005 (Contract No. C-015473) (incorporated by reference to our
    Quarterly Report on Form 10-Q, filed on November 4, 2005).10
.29.2

Contract Amendment  Appendix X, dated September 10,
    2005, to the Child Health Plus by and between The State of New
    York Department of Health and Care Plus Health Plan is effective
    for the period January 1, 2006 through December 31, 2006
    (Contract No. C-015473) (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on November 4, 2005). 39




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ExhibitNumber

Description10
.30

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The City of New York through the State
    Department of Health and CarePlus LLC is effective for the
    period October 1, 2005 through September 30, 2007 (incorporated
    by reference to our Quarterly Report filed on Form 10-Q filed on
    November 4, 2005).10
.31

Medicaid Managed Care Model and Family Health Plus Model
    Contract by and between The State of New York Department of
    Health and CarePlus LLC effective for the period October 1, 2005
    through September 30, 2008 (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on November 4, 2005).10
.32.1

Amendment to Medicaid Managed Care Model Contract by The State
    of New York Department of Health and CarePlus LLC effective for
    the period October 1, 2005 through September 30, 2008
    (incorporated by reference to our Quarterly Report on Form 10-Q
    filed on May 9, 2006).*10
.32.2

Amendment to Medicaid Managed Care Model Contract by and between
    The State of New York Department of Health and CarePlus LLC
    effective for the period from April 1, 2006 through September
    30, 2008 (incorporated by reference to exhibit 10.29.2 to our
    Quarterly Report on Form 10-Q filed on August 4, 2006).10
.33

Contract dated July 19, 2005 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2005 through September 30, 2006 with six
    optional renewal periods (incorporated by reference to Exhibit
    10.1 to our Current Report on Form 8-K filed on July 26, 2005).10
.33.1

Contract rates to contract dated July 19, 2005 between Georgia
    Department of Community Health and AMGP Georgia Managed Care
    Company, Inc. for the period from July 1, 2005 through September
    30, 2006 with six optional renewal periods (incorporated by
    reference to Exhibit 10.1.1 to our Current Report on Form 8-K
    filed on July 26, 2005).10
.33.2

Contract dated June 8, 2007 between Georgia Department of
    Community Health and AMGP Georgia Managed Care Company, Inc. for
    the period from July 1, 2007 through September 30, 2008 with
    five optional renewal periods (incorporated by reference to
    Exhibit 10.1 to our Current Report on Form 8-K filed on July 5,
    2005).10
.34

Contract with Eligible Medicare Advantage Organization Pursuant
    to Sections 1851 through 1859 of the Social Security Act for the
    Operation of a Medicare Advantage Coordinated Care Plan(s)
    effective January 1, 2006 (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on May 9, 2006).10
.34.1

Addendum To Medicare Managed Care Contract Pursuant To Sections
    1860D-1 Through 1860D-42 Of The Social Security Act For The
    Operation of a Voluntary Medicare Prescription Drug Plan
    effective January 1, 2006 (incorporated by reference to our
    Quarterly Report on Form 10-Q filed on May 9, 2006).10
.35.1

Amendment, effective September 1, 2005, to the Health &
    Human Services Commission Agreement for Health Services to the
    Medicaid STAR program in the Dallas Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.1 to our Annual
    Report on Form 10-K filed on March 1, 2006).10
.35.2

Amendment, effective September 1, 2005, to the Health &
    Human Services Commission Agreement for Health Services to the
    Medicaid STAR program in the Harris Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.2 to our Annual
    Report on Form 10-K filed on March 1, 2006).10
.35.3

Amendment, effective September 1, 2005, to the Health &
    Human Services Commission Agreement for Health Services to the
    Medicaid STAR program in the Tarrant Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.3 to our Annual
    Report on Form 10-K filed on March 1, 2006).10
.35.4

Amendment, effective September 1, 2005, to the Health &
    Human Services Commission Agreement for Health Services to the
    Medicaid STAR program in the Travis Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.4 to our Annual
    Report on Form 10-K filed on March 1, 2006). 40




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##### Table of Contents



ExhibitNumber

Description10
.35.5

Amendment, effective September 1, 2005, to the Health &
    Human Services Commission Agreement for Health Services to the
    Medicaid STAR+PLUS program in the Harris Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.5 to our Annual
    Report on Form 10-K filed on March 1, 2006).10
.35.6

Amendment, effective January 1, 2006, to the Health & Human
    Services Commission Agreement for Health Services to the
    Medicaid STAR+PLUS program in the Harris County Service Delivery
    Area (incorporated by reference to Exhibit 10.32.6 to our Annual
    Report on Form 10-K filed on March 1, 2006).*10
.35.7

Amendment, effective January 1, 2006, to the Health & Human
    Services Commission Agreement for Health Services to the
    Medicaid STAR+PLUS program in the Harris County Service Delivery
    Area (incorporated by reference to exhibit 10.32.7 to our
    Quarterly Report on Form 10-Q filed on November 14, 2006).10
.35.8

Amendment, effective September 1, 2005, to the Health &
    Human Services Commission Agreement for Health Services to the
    Childrens Health Insurance Program effectively extending
    the contract through August 31, 2006 (incorporated by reference
    to Exhibit 10.32.8 to our Annual Report on Form 10-K, filed on
    March 1, 2006).*10
.35.9

Health & Human Services Commission Uniform Managed Care
    Contract covering all service areas and products in which the
    subsidiary has agreed to participate, effective September 1,
    2006 (incorporated by reference to exhibit 10.32.9 to our
    Quarterly Report on Form 10-Q filed on November 14, 2006).*10
.35.10

Amendment, effective September 1, 2007, to the Health &
    Human Services Commission Agreement for Health Services to the
    STAR, STAR+PLUS, CHIP, CHIP Perinatal, programs in the Bexar,
    Dallas, Harris, Nueces, Tarrant and Travis Service Delivery
    Areas effectively extending the contract through August 31, 2008
    filed herewith.10
.36.1

AMERIGROUP Corporation Change in Control Benefit Policy filed
    herewith.14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics filed
    herewith.31
.1

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

Certification of Chief Financial Officer pursuant to Section 302
    of Sarbanes-Oxley Act of 2002, dated November 2, 2007.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002,
    dated November 2, 2007.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 41