##### 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
    June 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




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##### 



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


Financial
    Statements


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


3Condensed
    Consolidated Income Statements for the three and six months
    ended June 30, 2007 and 2006


4Condensed
    Consolidated Statement of Stockholders Equity for the six
    months ended June 30, 2007


5Condensed
    Consolidated Statements of Cash Flows for the six months ended
    June 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


30Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


30Item 3.


Defaults Upon
    Senior Securities


30Item 4.


Submission of
    Matters to a Vote of Security Holders


30Item 5.


Other
    Information


30Item 6.


Exhibits


30Exhibhit 10.25.3Exhibit 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)
  June 30,


December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
361,286


$
176,718Short-term investments


162,210



167,703Restricted investments held as
    collateral


351,318



Premium receivables


77,716



63,594Deferred income taxes


25,927



21,550Provider and other receivables


40,082



44,098Prepaid expenses and other


29,440



27,446Total current assets


1,047,979



501,109Long-term investments


394,416



431,852Investments on deposit for
    licensure


82,107



68,511Property and equipment, net


49,613



46,983Software, net


39,828



34,621Deferred income taxes


12,529



Other long-term assets


19,485



7,279Goodwill and other intangible
    assets, net


254,135



255,340Total assets

$
1,900,092


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

$
467,194


$
385,204Accounts payable


5,357



6,285Unearned revenue


94,072



63,765Accrued payroll and related
    liabilities


31,763



39,951Accrued expenses and other


66,365



66,922Current portion of long-term debt


1,300



Current portion of capital lease
    obligations


653



795Total current liabilities


666,704



562,922Long-term convertible debt


260,000



Long-term debt


128,700



Capital lease obligations less
    current portion


75



415Deferred income taxes






7,637Other long-term liabilities


11,279



6,136Total liabilities


1,066,758



577,110Stockholders equity:Common stock, $0.01 par
    value. Authorized 100,000,000 shares; issued and
    outstanding 52,588,541 and 52,272,824 at June 30, 2007 and
    December 31, 2006, respectively


526



523Additional paid-in capital


393,467



391,566Retained earnings


439,812



376,547833,805



768,636Less treasury stock at cost
    (14,143 and 1,728 shares at June 30, 2007 and
    December 31, 2006, respectively)


(471
)


(51
)Total stockholders equity


833,334



768,585Total liabilities and
    stockholders equity

$
1,900,092


$
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


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Revenues:Premium

$
985,952


$
633,340


$
1,805,546


$
1,299,498Investment income and other


17,820



9,102



30,543



16,820Total revenues


1,003,772



642,442



1,836,089



1,316,318Expenses:Health benefits


818,848



527,945



1,502,156



1,053,411Selling, general and administrative


121,401



83,514



227,518



162,738Depreciation and amortization


7,478



6,429



15,852



13,181Interest


3,858



124



4,363



240Total expenses


951,585



618,012



1,749,889



1,229,570Income before income taxes


52,187



24,430



86,200



86,748Income tax expense


19,400



9,150



32,120



34,190Net income

$
32,787


$
15,280


$
54,080


$
52,558Net income per share:Basic net income per share

$
0.62


$
0.30


$
1.03


$
1.02Weighted average number of common
    shares outstanding


52,489,533



51,777,410



52,408,543



51,684,614Diluted net income per share

$
0.61


$
0.29


$
1.01


$
1.00Weighted average number of common
    shares and dilutive potential common shares outstanding


53,523,482



52,995,812



53,628,571



52,796,787    4




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Condensed Consolidated Statement Of Stockholders
    Equity
 Six months Ended June 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


328,132



3



4,235















4,238Compensation expense related to
    share-based payments










4,296















4,296Tax benefit from exercise of stock
    options










1,067















1,067Treasury stock redeemed for
    payment of employee taxes


(12,415
)














12,415



(420
)


(420
)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. 48Accounting for Uncertainty in
    Income Taxes














9,185











9,185Net income














54,080











54,08052,588,541


$
526


$
393,467


$
439,812



14,143


$
471


$
833,334    5




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Condensed Consolidated Statements Of Cash Flows
 (Dollars in thousands)
 (Unaudited)
  Six Months EndedJune 30,2007


2006Cash flows from operating
    activities:Net income

$
54,080


$
52,558Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


15,852



13,181Gain on disposal of property,
    equipment and software


(5
)


(101
)Deferred tax benefit


(5,200
)


(6,598
)Compensation expense related to
    share-based payments


4,296



4,144Changes in assets and liabilities
    increasing (decreasing) cash flows from operations:Premium receivables


(14,122
)


19,952Prepaid expenses, provider and
    other receivables and other current assets


3,415



3,640Other assets


(3,004
)


(122
)Claims payable


81,990



(25,699
)Accounts payable, accrued expenses
    and other current liabilities


(2,149
)


22,345Unearned revenue


30,307



38,228Other long-term liabilities


5,143



(213
)Net cash provided by operating
    activities


170,603



121,315Cash 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


751,274



760,751Purchase of available-for-sale
    securities


(774,412
)


(807,376
)Proceeds from redemption of
    held-to-maturity securities


255,251



185,338Purchase of held-to-maturity
    securities


(189,184
)


(271,437
)Purchase of property, equipment and
    software


(20,198
)


(14,885
)Proceeds from redemption of
    investments on deposit for licensure


25,401



33,365Purchase of investments on deposit
    for licensure


(38,997
)


(42,566
)Net cash used in investing
    activities


(369,223
)


(156,810
)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


(11,483
)


Net decrease in bank overdrafts


(152
)


Payment of capital lease obligations


(482
)


(900
)Proceeds from exercise of common
    stock options


4,238



4,187Tax benefit related to exercise of
    stock options


1,067



1,377Net cash provided by financing
    activities


383,188



4,664Net increase (decrease) in cash and
    cash equivalents


184,568



(30,831
)Cash and cash equivalents at
    beginning of period


176,718



272,169Cash and cash equivalents at end of
    period

$
361,286


$
241,338Non-cash disclosures:Common stock redeemed for payment
    of employee taxes

$
(420
)

$
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 SubsidiariesNotes to Condensed Consolidated Financial Statements
    (Dollars in thousands, except per share data)
    (Unaudited)
  1.
    Basis of
    Presentation    Form 10-K
  2.
    Earnings per
    Share    Three Months Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Basic net income per share:Net income

$
32,787


$
15,280


$
54,080


$
52,558Weighted average number of common
    shares outstanding


52,489,533



51,777,410



52,408,543



51,684,614Basic net income per share

$
0.62


$
0.30


$
1.03


$
1.02Diluted net income per share:Net income

$
32,787


$
15,280


$
54,080


$
52,558Weighted average number of common
    shares outstanding


52,489,533



51,777,410



52,408,543



51,684,614Dilutive effect of stock options,
    convertible senior notes and warrants (as determined by applying
    the treasury stock method)


1,033,949



1,218,402



1,220,028



1,112,173Weighted average number of common
    shares and dilutive potential common shares outstanding


53,523,482



52,995,812



53,628,571



52,796,787Diluted net income per share

$
0.61


$
0.29


$
1.01


$
1.00    7




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##### Table of Contents



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




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
          Convertible
    Senior Notes
      business-day trading-day
 9




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    20-day
    Form S-3
   10




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



AMERIGROUP
    Corporation And Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Stockholder
    Derivative Demand Letter
      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
    6.
    Changes in
    Estimates  Revenue    7.
    Changes in
    Estimates  Health Benefits Expenses   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 Form 10-Q
 15




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##### Table of Contents



Overview
      
    Revenue of $1,003.8 million, a 56.3 percent increase
    over the second quarter of 2006;
    Membership increased 29.8 percent to 1,527,000, from
    June 30, 2006 to June 30, 2007;
    Total membership in AMERIPLUS, which serves people in
    Medicaids Aged, Blind and Disabled (ABD) population,
    increased by 92.0 percent to 171,000 members from
    June 30, 2006 to June 30, 2007;
    Health benefits ratio of 83.1 percent of premium revenues;
    Selling, general and administrative expense ratio of
    12.1 percent of total revenues;
    Cash flow from operations was $170.6 million for the six
    months ended June 30, 2007; and
    We commenced operations in the Middle-Grand region of Tennessee
    on April 1, 2007.  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
        Contingencies
   17




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##### Table of Contents



Experience
    Rebate Payable
    Risk
    Sharing Receivable
    New
    Jersey Provider Network
   18




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##### Table of Contents



Results
    of Operations
    Three Months Ended June 30,


Six Months Ended June 30,2007


2006


2007


2006Premium revenue


98.2
%


98.6
%


98.3
%


98.7
%Investment income and other


1.8



1.4



1.7



1.3Total revenues


100.0
%


100.0
%


100.0
%


100.0
%Health benefits(1)


83.1
%


83.4
%


83.2
%


81.1
%Selling, general and
    administrative expenses


12.1
%


13.0
%


12.4
%


12.4
%Income before income taxes


5.2
%


3.8
%


4.7
%


6.6
%Net income


3.3
%


2.4
%


2.9
%


4.0
%     (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
    Six Months Ended June 30, 2007 Compared to Three and Six
    Months Ended June 30, 2006
    Three Months


Six MonthsThree Months Ended


Six Months Ended


Ended June 30,


Ended June 30,June 30,


June 30,


% Change


% Change2007


2006


2007


2006


2007-2006


2007-2006Revenues:Premium

$
986.0


$
633.3



1,805.6


$
1,299.5



55.7
%


38.9
%Investment income and other


17.8



9.1



30.5



16.8



95.6
%


81.5
%Total revenues


1,003.8



642.4



1,836.1



1,316.3



56.3
%


39.5
%Expenses:Health benefits


818.8



528.0



1,502.2



1,053.4



55.1
%


42.6
%Selling, general and administrative


121.4



83.5



227.5



162.7



45.4
%


39.9
%Depreciation and amortization


7.5



6.4



15.8



13.3



17.2
%


18.8
%Interest


3.9



0.1



4.4



0.2



3800
%


2100
%Total expenses


951.6



618.0



1,749.9



1,229.6



54.0
%


42.3
%Income before income taxes


52.2



24.4



86.2



86.8



114.0
%


(0.7
)%Income tax expense


19.4



9.1



32.1



34.1



113.0
%


5.9
%Net income

$
32.8


$
15.3



54.1


$
52.6



114.4
%


2.9
%Diluted net income per common share

$
0.61


$
0.29



1.01


$
1.00



110.3
%


1.0
%   Revenues
   19




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##### Table of Contents



Membership
    June 30,2007


2006Texas


450,000



380,000Georgia


220,000



90,000Florida


200,000



204,000Tennessee


182,000



Maryland


143,000



142,000New York


117,000



129,000New Jersey


100,000



105,000Ohio


53,000



27,000District of Columbia


39,000



41,000Virginia


23,000



21,000Illinois(1)






37,000Total


1,527,000



1,176,000Percentage growth from
    June 30, 2006 to June 30, 2007


29.8
%     (1)
    
    AMERIGROUP voluntarily ended our contract with the State of
    Illinois in July 31, 2006. 20




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##### Table of Contents



June 30,Product

2007


2006AMERICAID (Medicaid 
    TANF)


1,039,000



820,000AMERIKIDS (SCHIP)


271,000



218,000AMERIPLUS (Medicaid 
    SSI)


171,000



89,000AMERIFAM (FamilyCare)


41,000



43,000AMERIVANTANGE (SNP)


5,000



6,000Total


1,527,000



1,176,000     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
    Credit
    Agreement
   22




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##### Table of Contents



Convertible
    Senior Notes
       23




---



##### Table of Contents



business-day trading-day
  20-day
    Form S-3
 24




---



##### Table of Contents



Shelf
    Registration
    Cash
    flows
      
    an increase in net income of $1.5 million; and
    an increase in the change in claims payable of
    $107.7 million 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
    $34.1 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 $24.5 million primarily as
    a result of the change in the distribution of income tax
    payments over the calendar year resulting in an impact of
    $20.6 million; change in the timing of performance-based
    compensation payments and 25




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##### Table of Contents



accruals resulting in an impact of $13.3 million offset by
    the impact of the change in accrual for experience rebates
    expense of $6.0 million; and  
    a decrease in the change in unearned revenue of
    $7.9 million primarily as a result of the impact of the
    timing of the receipt of the New Jersey premium offset by the
    impact of the timing of receipt in Maryland, New York, Ohio and
    Virginia markets.          Regulatory
    Capital and Dividend Restrictions
    New
    Accounting Pronouncement
  Accounting for Uncertainty in Income Taxes. Accounting for Income Taxes.
 26




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##### Table of Contents



and/or
  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               28




---



##### Table of Contents



Batty
    Litigation
    Shareholder
    Derivative Demand Letter
     29




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##### Table of Contents



Item 1A.  Risk
    Factors  Risk Factors Form 10-K Form 10-Q
  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    Total Votes for


Total Votes WithheldEach Director


From Each DirectorKay Coles James


45,530,322



2,815,275Jeffrey L. McWaters


42,824,021



5,521,576Uwe E. Reinhardt, Ph.D


45,513,609



2,831,988         Total Votes for


Total Votes


Total Votesthe Plan


Against the Plan


Abstained2007 Cash Incentive Plan


42,129,665



3,169,864



10,998   Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description3
.1

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

By-Laws of the Company
    (incorporated by reference to exhibit 3.2 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)). 30




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##### Table of Contents



ExhibitNumber

Description4
.1

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

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

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

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

Second Amended and Restated
    Employment Agreement of Jeffrey L. McWaters, dated
    October 2, 2000 (incorporated by reference to
    exhibit 10.14 to our Registration Statement on
    Form S-1
    (No. 333-37410)).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).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). 31




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##### Table of Contents



ExhibitNumber

Description10
.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, 2007.10
.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). 32




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##### Table of Contents



ExhibitNumber

Description10
.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
.27.3

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 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
.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 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
.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). 33




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##### Table of Contents



ExhibitNumber

Description10
.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 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
.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 June 30, 2006 with
    six optional renewal periods (incorporated by reference to
    Exhibit 10.1.1 to our Current Report on
    Form 8-K
    filed on July 26, 2005).10
.33.2

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 June 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). 34




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##### Table of Contents



ExhibitNumber

Description*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).31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated July 30, 2007.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated July 30, 2007.32


Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated July 30, 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/  Jeffrey
    L. McWaters   Chairman 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

Second Amended and Restated
    Employment Agreement of Jeffrey L. McWaters, dated October 2,
    2000 (incorporated by reference to exhibit 10.14 to our
    Registration Statement on Form S-1 (No. 333-37410)).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).




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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, 2007.10
.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).




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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
.27.3

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
    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
.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 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
.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).




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##### Table of Contents



ExhibitNumber

Description10
.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 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
.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 June 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1.1 to our Current
    Report on Form 8-K filed on July 26, 2005).10
.33.2

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 June 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).




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##### Table of Contents



ExhibitNumber

Description10
.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).31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002,
    dated July 30, 2007.31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002,
    dated July 30, 2007.32


Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906 of
    Sarbanes-Oxley Act of 2002, dated July 30, 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.