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Exhibit 10.7.7 (LOGO)
    
    Illinois Department of Public Aid201 South Grand Avenue EastSpringfield, Illinois 62763-0001Rod R. Blagojevich, Governor
    
    Telephone: (217) 524-7478Barry S. Maram, Director
    
    TTY: (800) 526-5812
 March 31, 2004 Jean Moise
President & CEO
Amerigroup Illinois, Inc.
211 W. Wacker Drive, Suite
#1350Chicago, IL 60606 Dear Mr. Moise, Enclosed please find four originals of an amendment to the Contract for
Furnishing Health Services between Amerigroup Illinois, Inc. and the
Department. This amendment changes the expansion language in the Contract to
allow the Departments expansion approval letter including an amended
Attachment Ito be incorporated in and become part of the Contract. Please have all four originals completed and signed, and return them to my
attention no later than close of business Monday, May 12, 2004. If you have any questions, please feel free to contact me at
(217) 524-7478. 
Sincerely, Kelly Carter, Chief
Bureau of Contract Management
Attachments E-mail: dpawebmaster@state.il.us
    
    Internet: http://www.state.il.us/dpa/




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STATE OF ILLINOIS
DEPARTMENT OF PUBLIC AID AMENDMENT NO. 1 TO THE
CONTRACT FOR FURNISHING HEALTH SERVICES
BYAMANAGED CARE ORGANIZATION
2004-24-001-KA1 WHEREAS, the parties to the Contract for Furnishing Health Services by a
Managed Care Organization (CONTRACT), the Illinois Department of Public
Aid,201 South Grand Avenue East, Springfield, Illinois 62763-0001
(herein referred to as Department), acting by and through its Director,
and Amerigroup Illinois, Inc.,211 West Wacker Drive, Chicago, Illinois
60606 (hereinafter referred to as Contractor), desire to amend the
CONTRACT; and WHEREAS, pursuant to Article 9, Section 9.9 (a) of the CONTRACT, the
CONTRACT may be modified or amended by the mutual consent of the parties; NOW THEREFORE,the CONTRACT shall be amended as follows:  1.
    
    Article 3, is amended by replacing the last sentence
of paragraph 3A with the following sentence:Should the Department agree in writing to the
expansion request, the Departments approval letter
including an amended Attachment I, shall be
incorporated in and become part of the Contract.  All other terms and conditions of the CONTRACT shall remain in full force and
effect. IN WITNESS WHEREOF,the parties have hereunto caused this agreement
to amend the CONTRACT to be executed by their duly authorized
representatives, effective March 15, 2004. DEPARTMENT OF PUBLIC AID
    
    CONTRACTORBy:
    
    
    
    By:
    /S/ Jean R. MoiseBarry S. MaramPrinted Name:
    Jean R. MoiseTitle:
    
    Director
    
    Title:
    Pres. & C.O.O.Date:
    
    
    
    Date:
    4/14/04FEIN:




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STATE OF ILLINOIS
DEPARTMENT OF PUBLIC AID AMENDMENT NO. 1 TO THE
CONTRACT FOR FURNISHING HEALTH SERVICES
BYAMANAGED CARE ORGANIZATION
2004-24-001-KA1 WHEREAS,the parties to the Contract for Furnishing Health Services by a
Managed Care Organization (CONTRACT), the Illinois Department of Public
Aid,201 South Grand Avenue East, Springfield, Illinois 62763-0001 (herein
referred to as Department), acting by and through its Director, and
Amerigroup Illinois, Inc.,211 West Wacker Drive, Chicago, Illinois 60606
(hereinafter referred to as Contractor), desire to amend the CONTRACT; and WHEREAS,pursuant to Article 9, Section 9.9 (a) of the CONTRACT, the CONTRACT
may be modified or amended by the mutual consent of the parties; NOW THEREFORE,the CONTRACT shall be amended as follows:  1.
    
    Article 3, is amended by replacing the last sentence of
paragraph 3.4 with the following sentence:Should the Department agree in writing to the expansion
request, the Departments approval letter including an
amended Attachment I, shall be incorporated in and
become part of the Contract.  All other terms and conditions of the CONTRACT shall remain in full force
and effect. IN WITNESS WHEREOF,the parties have hereunto caused this agreement to
amend the CONTRACT to be executed by their duly authorized representatives,
effective March 15, 2004. DEPARTMENT OF PUBLIC AID
    
    CONTRACTORBy:
    
    
    
    By:
    /S/ Jean R. MoiseBarry S. MaramPrinted Name:
    Jean R. MoiseTitle:
    
    Director
    
    Title:
    Pres. & C.O.O.Date:
    
    
    
    Date:
    4/14/04FEIN:




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##### 



STATE OF ILLINOIS
DEPARTMENT OF PUBLIC AID AMENDMENT NO. 1 TO THE
CONTRACT FOR FURNISHING HEALTH SERVICES
BYAMANAGED CARE ORGANIZATION
2004-24-001-KA1  WHEREAS, the parties to the Contract for Furnishing Health Services by a
Managed Care Organization (CONTRACT), the Illinois Department of Public
Aid,201 South Grand Avenue East, Springfield, Illinois 62763-0001 (herein
referred to as Department), acting by and through its Director, and
Amerigroup Illinois, Inc.,211 West Wacker Drive, Chicago, Illinois 60606
(hereinafter referred to as Contractor), desire to amend the CONTRACT;
andWHEREAS,pursuant to Article 9, Section 9.9 (a) of the CONTRACT, the
CONTRACT may be modified or amended by the mutual consent of the parties;NOW THEREFORE,the CONTRACT shall be amended as follows:  1.
    
    Article 3, is amended by replacing the last sentence of
paragraph 3.4 with the following sentence:Should the Department agree in writing to the
expansion request, the Departments approval letter
including an amended Attachment I, shall be
incorporated in and become part of the Contract.  All other terms and conditions of the CONTRACT shall remain in full force
and effect. IN WITNESS WHEREOF,the parties have hereunto caused this agreement
to amend the CONTRACT to be executed by their duly authorized
representatives, effective March 15, 2004. DEPARTMENT OF PUBLIC AID
    
    CONTRACTORBy:
    
    
    
    By:
    /S/ Jean R. MoiseBarry S. MaramPrinted Name:
    Jean R. MoiseTitle:
    
    Director
    
    Title:
    Pres. & C.O.O.Date:
    
    
    
    Date:
    4/14/04FEIN:




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STATE OF ILLINOIS
DEPARTMENT OF PUBLIC AID AMENDMENT NO. 1 TO THE
CONTRACT FOR FURNISHING HEALTH SERVICES
BY A
MANAGED CARE ORGANIZATION
2004-24-001-KA1 WHEREAS, the parties to the Contract for Furnishing Health Services by a
Managed Care Organization (CONTRACT), the Illinois Department of Public
Aid,201 South Grand Avenue East, Springfield, Illinois 62763-0001 (herein
referred to as Department), acting by and through its Director, and
Amerigroup Illinois, Inc.,211 West Wacker Drive, Chicago, Illinois 60606
(hereinafter referred to as Contractor), desire to amend the CONTRACT;
and WHEREAS,pursuant to Article 9, Section 9.9 (a) of the CONTRACT, the CONTRACT
may be modified or amended by the mutual consent of the parties; NOW THEREFORE,the CONTRACT shall be amended as follows:  1.
    
    Article 3, is amended by replacing the last sentence of
paragraph 3.4 with the
following sentence:Should the Department agree in writing to the
expansion request, the Departments approval letter
including an amended Attachment I, shall be
incorporated in and become part of the Contract.  All other terms and conditions of the CONTRACT shall remain in full force
and effect. IN WITNESS WHEREOF,the parties have hereunto caused this agreement to
amend the CONTRACT to be executed by their duly authorized representatives,
effective March 15, 2004. DEPARTMENT OF PUBLIC AID
    
    CONTRACTORBy:
    
    
    
    By:
    /S/ Jean R. MoiseBarry S. MaramPrinted Name:
    Jean R. MoiseTitle:
    
    Director
    
    Title:
    Pres. & C.O.O.Date:
    
    
    
    Date:
    4/14/04FEIN: