##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2006ORo

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

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

(I.R.S. Employer
    Identification No.)4425 Corporation Lane,
    Virginia Beach, VA(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 June 30, 2006 and
    December 31, 2005


3Condensed
    Consolidated Income Statements for the three and six months
    ended June 30, 2006 and 2005


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


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.

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


17Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


27Item 4.

Controls and
    Procedures


28Part II.
    Other InformationItem 1.

Legal
    Proceedings


29Item 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


31Item 5.

Other
    Information


31Item 6.

Exhibits


31EX-10.6.11EX-10.23.3EX-10.25.11EX-10.29.2EX-31.1EX-31.2EX-32   2




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##### Table of Contents



PART I.
    Financial
    Information  Item 1.
    Financial
    Statements  AMERIGROUP
    Corporation And
    Subsidiaries
 Condensed Consolidated
    Balance Sheets

(Dollars in thousands, except per share data)

(Unaudited)  June 30,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
241,338


$
272,169Short-term investments


250,919



130,054Premium receivables


56,190



76,142Deferred income taxes


16,935



11,972Prepaid expenses, provider
    receivables and other


42,015



37,792Total current assets


607,397



528,129Long-term investments


196,881



184,883Investments on deposit for
    licensure


65,858



56,657Property and equipment, net


39,515



36,967Software, net


26,867



24,697Other long-term assets


7,008



7,140Goodwill and other intangible
    assets, net


252,456



255,115Total assets

$
1,195,982


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

$
322,980


$
348,679Accounts payable


3,836



7,243Unearned revenue


70,826



32,598Accrued payroll and related
    liabilities


25,155



17,978Accrued expenses and other


53,168



26,730Current portion of capital lease
    obligations


1,126



1,642Total current liabilities


477,091



434,870Capital lease obligations less
    current portion


791



1,175Deferred income taxes


8,638



10,273Other long-term liabilities


5,503



5,716Total liabilities


492,023



452,034Stockholders equity:Common stock, $0.01 par
    value. Authorized 100,000,000 shares; issued and
    outstanding 51,971,808 and 51,567,340 at June 30, 2006 and
    December 31, 2005, respectively


520



516Additional paid-in capital


381,448



371,744Retained earnings


321,991



269,294Total stockholders equity


703,959



641,554Total liabilities and
    stockholders equity

$
1,195,982


$
1,093,588    3




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
 Condensed Consolidated
    Income Statements

(Dollars in thousands, except per share data)

(Unaudited)  Three Months Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Revenues:Premium

$
633,340


$
560,731


$
1,299,498


$
1,114,619Investment income and other


9,102



3,991



16,820



7,615Total revenues


642,442



564,722



1,316,318



1,122,234Expenses:Health benefits


527,945



463,071



1,053,411



917,475Selling, general and administrative


83,514



57,745



162,738



119,786Depreciation and amortization


6,429



6,661



13,181



13,752Interest


124



160



240



320Total expenses


618,012



527,637



1,229,570



1,051,333Income before income taxes


24,430



37,085



86,748



70,901Income tax expense


9,150



14,537



34,190



27,910Net income

$
15,280


$
22,548


$
52,558


$
42,991Net income per share:Basic net income per share

$
0.30


$
0.44


$
1.02


$
0.84Weighted average number of common
    shares outstanding


51,777,410



51,236,478



51,684,614



50,988,244Diluted net income per share

$
0.29


$
0.43


$
1.00


$
0.81Weighted average number of common
    shares and dilutive potential common shares outstanding


52,995,812



53,053,949



52,796,787



53,006,836    4




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##### Table of Contents



AMERIGROUP
    Corporation And
    Subsidiaries
  Condensed
    Consolidated Statements Of Cash Flows
 (Dollars in thousands)
 (Unaudited)
  Six MonthsEnded June 30,2006


2005Cash flows from operating
    activities:Net income

$
52,558


$
42,991Adjustments to reconcile net income
    to net cash provided by (used in) operating activities:Depreciation and amortization


13,181



13,752Gain on disposal of property,
    equipment and software


(101
)


Deferred tax (benefit) expense


(6,598
)


2,334Compensation expense related to
    share-based payments


4,144



Tax benefit related to exercise of
    stock options






7,405Changes in assets and liabilities
    increasing (decreasing) cash flows from operations:Premium receivables


19,952



(20,468
)Prepaid expenses, provider
    receivables and other current assets


3,640



(1,406
)Other assets


(122
)


(3,815
)Claims payable


(25,699
)


(7,530
)Accounts payable, accrued expenses
    and other current liabilities, net


22,345



(19,285
)Unearned revenue


38,228



(27,422
)Other long-term liabilities


(213
)


(742
)Net cash provided by (used in)
    operating activities


121,315



(14,186
)Cash flows from investing
    activities:Proceeds from sale of
    available-for-sale
    securities


760,751



811,475Purchase of
    available-for-sale
    securities


(807,376
)


(712,661
)Proceeds from redemption of
    held-to-maturity
    securities


185,338



65,100Purchase of
    held-to-maturity
    securities


(271,437
)


(69,323
)Purchase of property, equipment and
    software


(14,885
)


(11,301
)Proceeds from redemption of
    investments on deposit for licensure


33,365



17,231Purchase of investments on deposit
    for licensure


(42,566
)


(25,869
)Stock acquisition, net of cash
    acquired






(103,645
)Net cash used in investing
    activities


(156,810
)


(28,993
)Cash flows from financing
    activities:Net increase in bank overdrafts






593Payment of capital lease obligations


(900
)


(1,853
)Payment of debt issuance costs






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


4,187



8,324Tax benefit related to exercise of
    stock options


1,377



Net cash provided by financing
    activities


4,664



5,438Net decrease in cash and cash
    equivalents


(30,831
)


(37,741
)Cash and cash equivalents at
    beginning of period


272,169



227,130Cash and cash equivalents at end of
    period

$
241,338


$
189,389Supplemental disclosures of cash
    flow information:Cash paid for interest

$
191


$
364Cash paid for income taxes

$
21,048


$
21,909     Assets acquired, including cash of
    $27,755

$
172,378Liabilities assumed


36,978Net assets acquired

$
135,400    5




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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


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Basic net income per share:Net income

$
15,280


$
22,548


$
52,558


$
42,991Weighted average number of common
    shares outstanding


51,777,410



51,236,478



51,684,614



50,988,244Basic net income per share

$
0.30


$
0.44


$
1.02


$
0.84Diluted net income per share:Net income

$
15,280


$
22,548


$
52,558


$
42,991Weighted average number of common
    shares outstanding


51,777,410



51,236,478



51,684,614



50,988,244Common stock equivalents (as
    determined by applying the treasury stock method)


1,218,402



1,817,471



1,112,173



2,018,592Weighted average number of common
    shares and dilutive potential common shares outstanding


52,995,812



53,053,949



52,796,787



53,006,836Diluted net income per share

$
0.29


$
0.43


$
1.00


$
0.81     Shared-Based Payment, Accounting for Stock Issued to
    Employees Accounting for
 6




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
  Stock-Based Compensation Statement of Cash
    Flows.
    Three Months Ended


Six Months EndedJune 30,


June 30,2005


2005Net income:Reported net income

$
22,548


$
42,991Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


3,373



6,147Proforma net income

$
19,175


$
36,844Basic net income per share:Reported basic net income per share

$
0.44


$
0.84Proforma basic net income per share


0.37



0.72Diluted net income per share:Reported diluted net income per
    share

$
0.43


$
0.81Proforma diluted net income per
    share


0.36



0.70   out-of-the-money
 7




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
              Weighted-AverageWeighted-





RemainingAverage


Aggregate


Contractual TermShares


Exercise Price


Intrinsic Value


(Years)Outstanding at December 31,
    2005


5,267,077


$
23.67Granted


750,526



22.58Exercised


(351,508
)


9.42Expired


(249,879
)


36.79Forfeited


(223,710
)


31.27Outstanding at June 30, 2006


5,192,506


$
23.53


$
55,466



7.10Exercisable as of June 30,
    2006


4,091,447


$
23.75


$
45,149



7.16     Three Months Ended

Six Months EndedJune 30,

June 30,2006

2005

2006

2005Expected volatility

44.76 - 45.28%

29.42%

44.76 - 45.32%

26.96 - 29.42%Weighted-average stock price
    volatility

45.00%

29.42%

45.20%

27.40%Expected option life

4 - 4.75 years

6.01 years

2.4 - 5.56 years

6.01 - 6.20 yearsRisk-free interest rate

4.82 - 5.00%

3.76%

4.52 - 5.00%

3.76 - 4.26%Dividend yield

None

None

None

None  8




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
     i.
    the expected life of each award granted was calculated using the
    simplified method in accordance with Staff
    Accounting Bulletin No. 107;  ii.
    expected volatility is based on historical volatility levels; andiii.
    the risk-free interest rate is based on the implied yield
    currently available on U.S. Treasury zero coupon issues
    with a remaining term equal to the expected life.      Six Months EndedJune 30,2006

2005Cash received upon exercise of
    options

$
4,187


$
8,324Related tax benefit realized


1,377



7,405       Weighted-AverageGrant DateShares


Fair ValueNon-vested balance at
    December 31, 2005





$
Granted


220,350



22.67Vested






Expired






Forfeited


(6,109
)


21.39Non-vested balance at
    June 30, 2006


214,241


$
22.71    9




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
            Cash and cash equivalents

$
27,755Investments on deposit for
    licensure


8,027Goodwill and other intangible
    assets


122,673Property and equipment


3,941Other assets


9,982Total assets acquired


172,378Claims payable


27,424Other liabilities


9,554Total liabilities assumed


36,978Net assets acquired

$
135,400  10




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
     AmortizationPeriodMembership rights and provider
    network

$
12,900



10 yearsNon-compete agreement and
    trademarks


1,080



1 - 3 years$
13,980                11




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
      9.
    Contingencies  a.  Medicare
    Parts A & B
      b.  Medicare
    Part D
   12




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
    
    Direct Premium Subsidy  CMS pays a fixed monthly
    premium per member to the Company for the entire plan year.
    Low-Income Premium Subsidy  For qualifying low-income
    members, CMS pays some portion or all of the members
    monthly premiums to the Company on the members behalf.
    Catastrophic Reinsurance Subsidy  CMS pays the
    Company a cost reimbursement estimate monthly to fund the CMS
    obligation to pay approximately 80% of the costs incurred by
    individual members in excess of the individual annual
    out-of-pocket
    maximum. A settlement is made based on actual cost experience
    subsequent to the end of the plan year.
    Low-Income Member Cost Sharing Subsidy  For
    qualifying low-income members, CMS pays on the members
    behalf some or all of a members cost sharing amounts, such
    as deductibles and coinsurance. The cost sharing subsidy is
    funded by CMS through monthly payments to the Company. The
    Company administers and pays the subsidized portion of the
    claims on behalf of CMS. A settlement payment is made between
    CMS and the Company based on actual claims experience,
    subsequent to the end of the plan year.        c.  Litigation
  Tyson
   13




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
            Class Action
    Complaints
  Rule 10b-5 Illinois State Board of
    Investment v. AMERIGROUP Corp., et al. No. 2:05-cv-701
  Rule 10b-5
 14




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
            d.  Other
    Matters
  Florida
    Behavioral Health Care
     15




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##### Table of Contents



AMERIGROUP Corporation
    And Subsidiaries
  Notes to Condensed
    Consolidated Financial
    Statements
    Experience
    Rebate Calculation
    Accounting for Uncertainty in Income Taxes. , Accounting for Income Taxes.
 16




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-looking
    Statements
  Form 10-Q, time-to-time,
    
    national, state and local economic conditions, including their
    effect on the rate increase process, timing of payments, and the
    availability and cost of labor, utilities and materials;
    the effect of government regulations and changes in regulations
    governing the healthcare industry, including our compliance with
    such regulations and their effect on certain of our unit costs
    and our ability to manage our medical costs;
    changes in Medicaid and Medicare payment levels and
    methodologies and the application of such methodologies by the
    Federal and state governments;
    liabilities and other claims asserted against us;
    our ability to attract and retain qualified personnel;
    our ability to maintain compliance with all minimum capital
    requirements;
    the availability and terms of capital to fund acquisitions and
    capital improvements;
    the competitive environment in which we operate;
    our ability to maintain and increase membership levels;
    demographic changes;
    increased use of services, increased cost of individual
    services, 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
 17




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##### Table of Contents



Overview
      
    Successful launch into Atlanta, Georgia serving 90,000 members
    as of June 30, 2006;
    Organic premium revenue increase of 12.9 percent compared
    with the second quarter of 2005;
    Health benefits ratio of 83.4 percent of premium revenues;
    Unregulated cash and investments of $197.7 million which
    reflects an increase of 5.3 percent from
    March 31, 2006; and
    Cash flow from operations of $121.3 million for the six
    months ended June 30, 2006.        Six Months EndedJune 30,2006


2005Reported premium revenues

$
1,299,498


$
1,114,619Reported health benefits expenses

$
1,053,411


$
917,475Reported HBR


81.1
%


82.3
%Reported premium revenues

$
1,299,498


$
1,114,619Less: Prior period premium
    revenues recorded


(6,300
)


(6,100
)Recast premium revenues

$
1,293,198


$
1,108,519Reported health benefits expenses

$
1,053,411


$
917,475Plus: Prior period health benefits
    expenses developments, net


34,500



8,500Recast health benefits expenses

$
1,087,911


$
925,975Recast HBR


84.1
%


83.5
%  18




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##### Table of Contents



Share-Based Payment
    New
    Products and Markets
  Tennessee
    SNP
    Virginia
    Ohio
    Georgia
   19




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##### Table of Contents



Significant
    Market Updates
    fee-for-service fee-for-service fee-for-service
   20




---



##### Table of Contents



Contingencies
  Medicare
    Parts A & B
     21




---



##### Table of Contents



Medicare
    Part D
    Florida
    Behavioral Health
      Experience
    Rebate Calculation
   22




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##### Table of Contents



Membership
    June 30,2006


2005Texas


380,000



401,000Florida


204,000



218,000Maryland


142,000



134,000New York


129,000



125,000New Jersey


105,000



109,000Georgia


90,000



District of Columbia


41,000



41,000Illinois(1)


37,000



42,000Ohio


27,000



Virginia


21,000



Total


1,176,000



1,070,000Percentage growth from
    June 30, 2005 to June 30, 2006


9.9
%     (1)
    
    In June 2006, AMERIGROUP Illinois, Inc. notified the Illinois
    Department of Healthcare and Family Services of its intent to
    allow its contract to terminate at the end of the current term
    on July 31, 2006.    June 30,Product

2006


2005AMERICAID (Medicaid 
    TANF)


820,000



753,000AMERIKIDS (SCHIP)


218,000



194,000AMERIPLUS (Medicaid 
    SSI)


89,000



84,000AMERIFAM (FamilyCare)


43,000



39,000AMERIVANTANGE (SNP)


6,000



Total


1,176,000



1,070,000   fee-for-service
   23




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##### Table of Contents



Results
    of Operations
    Six MonthsThree Months Ended June 30,


Ended June 30,2006


2005


2006


2005Premium revenue


98.6
%


99.3
%


98.7
%


99.3
%Investment income


1.4



0.7



1.3



0.7Total revenues


100.0
%


100.0
%


100.0
%


100.0
%Health benefits(1)


83.4
%


82.6
%


81.1
%


82.3
%Selling, general and
    administrative expenses


13.0
%


10.2
%


12.4
%


10.7
%Income before income taxes


3.8
%


6.6
%


6.6
%


6.3
%Net income


2.4
%


4.0
%


4.0
%


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
    Six Month Periods Ended June 30, 2006 Compared to Three and
    Six Month Periods Ended June 30, 2005
  Revenues
      Health
    benefits expenses
   24




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##### Table of Contents



Selling,
    general and administrative expenses
        Interest
    expense
    Provision
    for income taxes
    Liquidity
    and capital resources
     25




---



##### Table of Contents



time-to-time
      
    an increase in net income of $9.6 million;
    an increase in the change in premium receivables of
    $40.4 million due to the acceleration of premium receipts
    from the State of New York that had historically been paid a
    month in arrears;
    an increase in the change in prepaid expenses, provider
    receivables and other current assets of $5.0 million due to
    net decreases in prepaid taxes and insurance related to the
    timing of payments and amortization;
    an increase in the change in accounts payable, accrued expenses
    and other current liabilities of $41.6 million primarily as
    a result of the timing of income tax payments, the reversal of
    the contingent liability in the Maryland market of
    $6.1 million in the prior year, and the net increase in the
    change in the earnings-based compensation liabilities of
    $15.8 million; and
    an increase in the change in unearned revenue of
    $65.7 million due to the timing of premium receipts.    
    a decrease in the change in deferred taxes of $8.9 million
    primarily related to an increase in unearned revenue; and
    a decrease in the change in claims payable of $18.2 million
    related to efforts to resolve outstanding claims issues and
    reducing ending inventory levels.   26




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##### Table of Contents



Regulatory
    Capital and Dividend Restrictions
    New
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes. , Accounting for Income Taxes.
  Shared-Based Payment, Accounting for Stock Issued to Employees Accounting for Stock-Based
    Compensation Statement of
    Cash Flows.
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   27




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   28




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##### Table of Contents



Part II.
    Other Information  Item 1.
    Legal
    Proceedings            Rule 10b-5 Illinois State Board of
    Investment v. AMERIGROUP Corp., et al. No. 2:05-cv-701
 29




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##### Table of Contents



Rule 10b-5
          Form 10-K
  Item 1A.
    Risk
    Factors  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities   30




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##### Table of Contents



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







|            |  |                 |            |                      |  |  |           | 
|----------- |  | --------------- | ---------- | -------------------- |  |  | --------- | 
|            |  | Total Votes for |            | Total Votes Withheld
|            |  | Each Director   |            | From Each Director  
|           
|Mr. McBride |  |                 | 44,688,417 |                      |  |  | 4,995,802 | 
|Mr. Capps   |  |                 | 47,219,576 |                      |  |  | 2,464,643 | 













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







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



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                      
|------- | --- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 3   | .1          |  | Amended and Restated Certificate
    of Incorporation of the Company (incorporated by reference to
    exhibit 3.1 to our Registration Statement on
    Form S-3
    (No. 333-108831)).                                                                                                                                              
|        | 3   | .2          |  | By-Laws of the Company
    (incorporated by reference to exhibit 3.2 to our
    Registration Statement on
    Form S-3
    (No.
    333-108831)).                                                                                                                                                                                    
|        | 4   | .1          |  | Form of share certificate for
    common stock (incorporated by reference to exhibit 4.1 to
    our Registration Statement on
    Form S-1
    (No. 333-347410)).                                                                                                                                                                    
|        | 4   | .2          |  | AMERIGROUP Corporation Second
    Restated Investor Rights Agreement, dated July 28, 1998
    (incorporated by reference to exhibit 4.2 to our
    Registration Statement on
    Form S-1
    (No.
    333-37410)).                                                                                                                  
|        | *10 | .6.11       |  | Amendment to Amended and Restated
    Contract between State of New Jersey, Department of Human
    Services, Division of Medical Assistance and Health Services and
    AMERIGROUP New Jersey, Inc. dated July 1, 2006.                                                                                                             
|        | 10  | .7.8        |  | Amendment 2, dated
    August 1, 2005, to the State of Illinois Department of
    Healthcare and Family Services Contract for Furnishing Health
    Services by a Health Maintenance Organization (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on August 3, 2005).                              
|        | 10  | .7.9        |  | Amendment 3, dated
    December 28, 2005, to the State of Illinois Department of
    Healthcare and Family Services Contract for Furnishing Health
    Services by a Health Maintenance Organization effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).
|        | 10  | .8          |  | Form 2003 Cash Incentive Plan
    of the Company (incorporated by reference to exhibit 10.38
    to our Quarterly Report of
    Form 10-Q
    for the last quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                               
|        | 10  | .9          |  | Form 2005 Equity Incentive
    Plan (incorporated by reference to our Definitive Proxy
    Statement Pursuant to Schedule 14a of the Securities
    Exchange Act of 1934, filed on April 4, 2005).                                                                                                                                   
|        | 10  | .10         |  | Definitive Agreement dated
    October 26, 2004, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to our Current Report on
    Form 8-K,
    filed on November 1, 2004).                                                                                                                              
|        | 10  | .11         |  | Closing Agreement dated
    January 3, 2005, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to exhibit 10.47 to
    our Current Report on
    Form 8-K,
    filed on January 6, 2005).                                                                                                              
|        | 10  | .12         |  | Separation Agreement and General
    Release with E. Paul Dunn, Jr. former Executive Vice
    President and Chief Financial Officer effective December 2,
    2005 (incorporated by reference to our Current Report on
    Form 8-K,
    filed on December 6, 2005).                                                                 

31



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                
|------- | --- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 10  | .13         |  | Form the Officer and Director
    Indemnification Agreement (incorporated by reference to
    exhibit 10.16 to our Registration Statement on
    Form S-1
    (No. 333-37410).                                                                                                                                                                                 
|        | 10  | .14         |  | Form of Employee Noncompete,
    Nondisclosure and Developments Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K,
    filed on February 23, 2005).                                                                                                                                                               
|        | 10  | .15         |  | Form of Incentive Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report of
    Form 8-K,
    filed on May 13, 2005).                                                                                                                                                                                                 
|        | 10  | .16         |  | Form of Nonqualified Stock Option
    Agreement (incorporated by reference to exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed on May 13, 2005).                                                                                                                                                                                               
|        | 10  | .17         |  | Form of Stock Appreciation Rights
    Agreement (incorporated by reference to exhibit 10.3 to our
    Current
    Form 8-K
    filed on May 13, 2005).                                                                                                                                                                                                         
|        | 10  | .18         |  | Form of AMERIGROUP Corporation
    Nonqualified Stock Option Agreement (incorporated by reference
    to exhibit 10.1 to our Current
    Form 8-K
    filed on November 3, 2005).                                                                                                                                                                              
|        | 10  | .19         |  | The Board of Directors approved
    and adopted a resolution for director compensation practices on
    February 10, 2005 (incorporated by reference to our Current
    Report on
    Form 8-K,
    filed on February 15, 2005).                                                                                                                               
|        | 10  | .20         |  | Form of Separation Agreement
    between AMERIGROUP Corporation and Lorenzo
    Childress, Jr., M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed March 4, 2005).                                                                                                                                            
|        | 10  | .21         |  | Form of 2005 Executive Deferred
    Compensation Plan between AMERIGROUP Corporation and Executive
    Associates (incorporated by reference to exhibit 10.2 to
    our Current Report on
    Form 8-K
    filed March 4, 2005).                                                                                                                               
|        | 10  | .22         |  | Form of 2005 Executive Deferred
    Compensation Plan between AMERIGROUP Corporation and Executive
    Associates (incorporated by reference to exhibit 10.2 to
    our Current Report on
    Form 8-K
    filed March 4, 2005).                                                                                                                               
|        | 10  | .23         |  | Amendment No. 00017, dated
    March 1, 2005, to the District of Columbia Healthy Families
    Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003)
    (incorporated by reference to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                                    
|        | 10  | .23.1       |  | Amendment No. 00026, dated
    December 31, 2005, to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003)
    effective January 1, 2006 (incorporated by reference to our
    Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).
|        | 10  | .23.2       |  | Amendment No. 00027, dated
    December 30, 2005, to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003)
    effective January 1, 2006 (incorporated by reference to our
    Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).
|        | *10 | .23.3       |  | Amendment No. 00029 to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective August 1, 2006.                                                                                                                                     
|        | 10  | .25.2       |  | Amendment No. 2, dated
    November 19, 2004, to the June 28, 2002 Medical
    Contract between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.25
    to our Quarterly Report on
    Form 10-Q,
    filed on November 5, 2004).            
|        | 10  | .25.3       |  | Amendment No. 4, dated
    February 28, 2005, to the June 28, 2002 Medical
    Contract between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 25.3
    to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                     
|        | 10  | .25.4       |  | Amendment No. 5, dated
    March 31, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 25.4
    to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                        

32



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | --- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 10  | .25.5       |  | Amendment No. 6, dated
    May 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                                                                           
|        | 10  | .25.6       |  | Amendment No. 7, dated
    June 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on June 15, 2005).                                                                        
|        | 10  | .25.7       |  | Amendment No. 8, dated
    July 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.2
    to our Current Report on
    Form 8-K,
    filed on July 26, 2005).                                                                        
|        | 10  | .25.8       |  | Amendment No. 9, dated
    July 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.3
    to our Current Report on
    Form 8-K,
    filed on July 26, 2005).                                                                        
|        | 10  | .25.9       |  | Medical Services Contract by and
    between Florida Healthy Kids Corporation and AMERIGROUP Florida,
    Inc., dated October 1, 2005 (incorporated by reference to
    exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).                                                                                                                                                  
|        | 10  | .25.10      |  | Amendment No. 10, dated
    February 27, 2006, to the June 28, 2002 Medical
    Contract between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).                                                                                  
|        | *10 | .25.11      |  | 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.                                                                                                                                                                                                       
|        | 10  | .26         |  | Medicaid Contract between New York
    City Department of Health and Mental Hygiene and CarePlus,
    L.L.C. date October 1, 2004 (incorporated by reference to
    Exhibit 10.48 to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                                                                                                                                                            
|        | 10  | .26.1       |  | Contract Amendment, dated
    January 1, 2005, to the Medicaid Managed Care Model
    Contract between New York City Department of Health and Mental
    Hygiene and CarePlus LLC. Dated October 1, 2004
    (incorporated by reference to Exhibit 10.48.1 to our
    Current Report on
    Form 8-K,
    filed on May 5, 2005.)                                                                               
|        | 10  | .27         |  | Child Health Plus by and between
    The State of New York Department of Health and Care Plus Health
    Plan is effective for the period July 1, 1998 through
    June 30, 2005 (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on
    Form 8-K,
    filed on May 5, 2005).                                                                             
|        | 10  | .27.1       |  | Contract Amendment 
    Appendix X, dated September 10, 2005, to the Child
    Health Plus Contract by and between The State of New York
    Department of Health and Care Plus Health Plan is effective for
    the period June 30, 2005 through December 31, 2005
    ((Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005)).
|        | 10  | .27.2       |  | Contract Amendment 
    Appendix X, dated September 10, 2005, to the Child
    Health Plus by and between The State of New York Department of
    Health and Care Plus Health Plan is effective for the period
    January 1, 2006 through December 31, 2006 ((Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005)).           
|        | 10  | .28         |  | Family Health Plus Model Contract
    by and between The City of New York through the State Department
    of Health and CarePlus LLC is effective for the period
    October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q,
    filed on November 4, 2005).                                                                                
|        | 10  | .29         |  | Medicaid Managed Care Model
    Contract by The State of New York Department of Health and
    CarePlus LLC effective for the period October 1, 2005
    through September 30, 2007 (incorporated by reference to
    our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005).                                                                                                                   

33



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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                                           
|------- | --- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 10  | .29.1       |  | Amendment to Medicaid Managed Care
    Model Contract by The State of New York Department of Health and
    CarePlus LLC effective for the period October 1, 2005
    through September 30, 2007 (incorporated by reference to
    our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).                                                                                       
|        | *10 | .29.2       |  | Amendment to Medicaid Managed Care
    Model Contract by The State of New York Department of Health and
    CarePlus LLC effective for the period from April 1, 2006
    through September 30, 2007.                                                                                                                                                                                      
|        | 10  | .30         |  | Contract dated July 19, 2005
    between Georgia Department of Community Health and AMGP Georgia
    Managed Care Company, Inc. for the period from July 1, 2005
    through June 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K,
    filed on July 26, 2005).                                       
|        | 10  | .30.1       |  | Contract rates to contract dated
    July 19, 2005 between Georgia Department of Community
    Health and AMGP Georgia Managed Care Company, Inc. for the
    period from July 1, 2005 through June 30, 2006 with
    six optional renewal periods (incorporated by reference to
    Exhibit 10.1.1 to our Current Report on
    Form 8-K,
    filed on July 26, 2005).                   
|        | 10  | .31         |  | Contract with Eligible Medicare
    Advantage Organization Pursuant to Sections 1851 through
    1859 of the Social Security Act for the Operation of a Medicare
    Advantage Coordinated Care Plan(s) effective January 1,
    2006 (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).                                                      
|        | 10  | .31.1       |  | Addendum To Medicare Managed Care
    Contract Pursuant To
    Sections 1860D-1
    Through 1860D-42 Of The Social Security Act For The Operation of
    a Voluntary Medicare Prescription Drug Plan effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).                                                     
|        | 10  | .32.1       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Dallas Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.1 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).     
|        | 10  | .32.2       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Harris Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.2 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).     
|        | 10  | .32.3       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Tarrant Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.3 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).    
|        | 10  | .32.4       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Travis Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.4 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).     
|        | 10  | .32.5       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid
    STAR+PLUS program in the Harris Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.5 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).
|        | 10  | .32.6       |  | Amendment, effective
    January 1, 2006, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid
    STAR+PLUS program in the Harris County Service Delivery Area
    (incorporated by reference to Exhibit 10.32.6 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).                                                          
|        | 10  | .32.8       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Childrens
    Health Insurance Program effectively extending the contract
    through August 31, 2006 (incorporated by reference to
    Exhibit 10.32.8 to our Annual Report on
    Form 10-K,
    filed on March 1, 2006).                               
|        | 10  | .32.9       |  | Health & Human Services
    Commission Uniform Managed Care Contract covering all service
    areas and products in which the subsidiary has agreed to
    participate, effective September 1, 2006 (incorporated by
    reference to Exhibit 10.32.9 to our Annual Report on
    Form 10-K,
    filed on March 1, 2006).                                                                 

34



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##### Table of Contents



|        |    |             |  |                                                                                                                                                          
|------- | -- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|       
|        | 31 | .1          |  | Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated August 4, 2006.                            
|        | 31 | .2          |  | Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated August 4, 2006.                            
|        | 32 |             |  | Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated August 4, 2006.









|  |                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission.

35



---



##### 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




---



##### Table of Contents



EXHIBITS




|        |     |             |  |                                                                                                                                                                                                                                                                                                                                      
|------- | --- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 3   | .1          |  | Amended and Restated Certificate
    of Incorporation of the Company (incorporated by reference to
    exhibit 3.1 to our Registration Statement on
    Form S-3
    (No. 333-108831)).                                                                                                                                              
|        |     |             |  |                                                                                                                                                                                                                                                                                                                                      
|        |     |             |  |                                                                                                                                                                                                                                                                                                                                      
|        | 3   | .2          |  | By-Laws of the Company
    (incorporated by reference to exhibit 3.2 to our
    Registration Statement on
    Form S-3
    (No.
    333-108831)).                                                                                                                                                                                    
|        | 4   | .1          |  | Form of share certificate for
    common stock (incorporated by reference to exhibit 4.1 to
    our Registration Statement on
    Form S-1
    (No. 333-347410)).                                                                                                                                                                    
|        | 4   | .2          |  | AMERIGROUP Corporation Second
    Restated Investor Rights Agreement, dated July 28, 1998
    (incorporated by reference to exhibit 4.2 to our
    Registration Statement on
    Form S-1
    (No.
    333-37410)).                                                                                                                  
|        | *10 | .6.11       |  | Amendment to Amended and Restated
    Contract between State of New Jersey, Department of Human
    Services, Division of Medical Assistance and Health Services and
    AMERIGROUP New Jersey, Inc. dated July 1, 2006.                                                                                                             
|        | 10  | .7.8        |  | Amendment 2, dated
    August 1, 2005, to the State of Illinois Department of
    Healthcare and Family Services Contract for Furnishing Health
    Services by a Health Maintenance Organization (incorporated by
    reference to our Quarterly Report on
    Form 10-Q
    filed on August 3, 2005).                              
|        | 10  | .7.9        |  | Amendment 3, dated
    December 28, 2005, to the State of Illinois Department of
    Healthcare and Family Services Contract for Furnishing Health
    Services by a Health Maintenance Organization effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).
|        | 10  | .8          |  | Form 2003 Cash Incentive Plan
    of the Company (incorporated by reference to exhibit 10.38
    to our Quarterly Report of
    Form 10-Q
    for the last quarter ended June 30, 2003, filed on
    August 11, 2003).                                                                                                               
|        | 10  | .9          |  | Form 2005 Equity Incentive
    Plan (incorporated by reference to our Definitive Proxy
    Statement Pursuant to Schedule 14a of the Securities
    Exchange Act of 1934, filed on April 4, 2005).                                                                                                                                   
|        | 10  | .10         |  | Definitive Agreement dated
    October 26, 2004, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to our Current Report on
    Form 8-K,
    filed on November 1, 2004).                                                                                                                              
|        | 10  | .11         |  | Closing Agreement dated
    January 3, 2005, between CarePlus, LLC and AMERIGROUP
    Corporation (incorporated by reference to exhibit 10.47 to
    our Current Report on
    Form 8-K,
    filed on January 6, 2005).                                                                                                              
|        | 10  | .12         |  | Separation Agreement and General
    Release with E. Paul Dunn, Jr. former Executive Vice
    President and Chief Financial Officer effective December 2,
    2005 (incorporated by reference to our Current Report on
    Form 8-K,
    filed on December 6, 2005).                                                                 
|        | 10  | .13         |  | Form the Officer and Director
    Indemnification Agreement (incorporated by reference to
    exhibit 10.16 to our Registration Statement on
    Form S-1
    (No. 333-37410).                                                                                                                                                       
|        | 10  | .14         |  | Form of Employee Noncompete,
    Nondisclosure and Developments Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K,
    filed on February 23, 2005).                                                                                                                                     
|        | 10  | .15         |  | Form of Incentive Stock Option
    Agreement (incorporated by reference to exhibit 10.1 to our
    Current Report of
    Form 8-K,
    filed on May 13, 2005).                                                                                                                                                                       
|        | 10  | .16         |  | Form of Nonqualified Stock Option
    Agreement (incorporated by reference to exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed on May 13, 2005).                                                                                                                                                                     
|        | 10  | .17         |  | Form of Stock Appreciation Rights
    Agreement (incorporated by reference to exhibit 10.3 to our
    Current
    Form 8-K
    filed on May 13, 2005).                                                                                                                                                                               
|        | 10  | .18         |  | Form of AMERIGROUP Corporation
    Nonqualified Stock Option Agreement (incorporated by reference
    to exhibit 10.1 to our Current
    Form 8-K
    filed on November 3, 2005)                                                                                                                                                     
|        | 10  | .19         |  | The Board of Directors approved
    and adopted a resolution for director compensation practices on
    February 10, 2005 (incorporated by reference to our Current
    Report on
    Form 8-K,
    filed on February 15, 2005).                                                                                                     
|        | 10  | .20         |  | Form of Separation Agreement
    between AMERIGROUP Corporation and Lorenzo
    Childress, Jr., M.D. (incorporated by reference to
    exhibit 10.1 to our Current Report on
    Form 8-K
    filed March 4, 2005).                                                                                                                  





---



##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                
|------- | --- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 10  | .21         |  | Form of 2005 Executive Deferred
    Compensation Plan between AMERIGROUP Corporation and Executive
    Associates (incorporated by reference to exhibit 10.2 to
    our Current Report on
    Form 8-K
    filed March 4, 2005).                                                                                                                               
|        | 10  | .22         |  | Form of 2005 Executive Deferred
    Compensation Plan between AMERIGROUP Corporation and Executive
    Associates (incorporated by reference to exhibit 10.2 to
    our Current Report on
    Form 8-K
    filed March 4, 2005).                                                                                                                               
|        | 10  | .23         |  | Amendment No. 00017, dated
    March 1, 2005, to the District of Columbia Healthy Families
    Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003)
    (incorporated by reference to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                                    
|        | 10  | .23.1       |  | Amendment No. 00026, dated
    December 31, 2005, to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003)
    effective January 1, 2006 (incorporated by reference to our
    Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).
|        | 10  | .23.2       |  | Amendment No. 00027, dated
    December 30, 2005, to the District of Columbia Healthy
    Families Programs, Department of Health Medical Assistance
    Administration, Prepaid, Capital Risk Contract
    (POHC-2002-D-2003)
    effective January 1, 2006 (incorporated by reference to our
    Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).
|        | *10 | .23.3       |  | Amendment No. 00029 to the
    District of Columbia Healthy Families Programs, Department of
    Health Medical Assistance Administration, Prepaid, Capital Risk
    Contract (POHC-2002-D-2003) effective August 1, 2006.                                                                                                                                     
|        | 10  | .25.2       |  | Amendment No. 2, dated
    November 19, 2004, to the June 28, 2002 Medical
    Contract between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.25
    to our Quarterly Report on
    Form 10-Q,
    filed on November 5, 2004).            
|        | 10  | .25.3       |  | Amendment No. 4, dated
    February 28, 2005, to the June 28, 2002 Medical
    Contract between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 25.3
    to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                     
|        | 10  | .25.4       |  | Amendment No. 5, dated
    March 31, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 25.4
    to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                        
|        | 10  | .25.5       |  | Amendment No. 6, dated
    May 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                           
|        | 10  | .25.6       |  | Amendment No. 7, dated
    June 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K,
    filed on June 15, 2005).                        
|        | 10  | .25.7       |  | Amendment No. 8, dated
    July 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.2
    to our Current Report on
    Form 8-K,
    filed on July 26, 2005).                        
|        | 10  | .25.8       |  | Amendment No. 9, dated
    July 1, 2005, to the June 28, 2002 Medical Contract
    between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to Exhibit 10.3
    to our Current Report on
    Form 8-K,
    filed on July 26, 2005).                        
|        | 10  | .25.9       |  | Medical Services Contract by and
    between Florida Healthy Kids Corporation and AMERIGROUP Florida,
    Inc., dated October 1, 2005 (incorporated by reference to
    exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed on November 4, 2005).                                                                                                  





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##### Table of Contents



|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | --- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|       
|        | 10  | .25.10      |  | Amendment No. 10, dated
    February 27, 2006, to the June 28, 2002 Medical
    Contract between the State of Florida, Agency for Health Care
    Administration and AMERIGROUP Florida Inc. (AHCA Contract
    No. FA523) (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).                                                                                  
|        | *10 | .25.11      |  | 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.                                                                                                                                                                                                       
|        | 10  | .26         |  | Medicaid Contract between New York
    City Department of Health and Mental Hygiene and CarePlus,
    L.L.C. date October 1, 2004 (incorporated by reference to
    Exhibit 10.48 to our Current Report on
    Form 8-K,
    filed on May 5, 2005).                                                                                                                                                            
|        | 10  | .26.1       |  | Contract Amendment, dated
    January 1, 2005, to the Medicaid Managed Care Model
    Contract between New York City Department of Health and Mental
    Hygiene and CarePlus LLC. Dated October 1, 2004
    (incorporated by reference to Exhibit 10.48.1 to our
    Current Report on
    Form 8-K,
    filed on May 5, 2005.)                                                                               
|        | 10  | .27         |  | Child Health Plus by and between
    The State of New York Department of Health and Care Plus Health
    Plan is effective for the period July 1, 1998 through
    June 30, 2005 (Contract
    No. C-015473)
    (incorporated by reference to Exhibit 10.49 to our Current
    Report on
    Form 8-K,
    filed on May 5, 2005).                                                                             
|        | 10  | .27.1       |  | Contract Amendment 
    Appendix X, dated September 10, 2005, to the Child
    Health Plus Contract by and between The State of New York
    Department of Health and Care Plus Health Plan is effective for
    the period June 30, 2005 through December 31, 2005
    ((Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005)).
|        | 10  | .27.2       |  | Contract Amendment 
    Appendix X, dated September 10, 2005, to the Child
    Health Plus by and between The State of New York Department of
    Health and Care Plus Health Plan is effective for the period
    January 1, 2006 through December 31, 2006 ((Contract
    No. C-015473)
    (incorporated by reference to our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005)).           
|        | 10  | .28         |  | Family Health Plus Model Contract
    by and between The City of New York through the State Department
    of Health and CarePlus LLC is effective for the period
    October 1, 2005 through September 30, 2007
    (incorporated by reference to our Quarterly Report filed on
    Form 10-Q,
    filed on November 4, 2005).                                                                                
|        | 10  | .29         |  | Medicaid Managed Care Model
    Contract by The State of New York Department of Health and
    CarePlus LLC effective for the period October 1, 2005
    through September 30, 2007 (incorporated by reference to
    our Quarterly Report on
    Form 10-Q,
    filed on November 4, 2005).                                                                                                                   
|        | 10  | .29.1       |  | Amendment to Medicaid Managed Care
    Model Contract by The State of New York Department of Health and
    CarePlus LLC effective for the period October 1, 2005
    through September 30, 2007 (incorporated by reference to
    our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).                                                                                                            
|        | *10 | .29.2       |  | Amendment to Medicaid Managed Care
    Model Contract by The State of New York Department of Health and
    CarePlus LLC effective for the period from April 1, 2006
    through September 30, 2007.                                                                                                                                                                                                           
|        | 10  | .30         |  | Contract dated July 19, 2005
    between Georgia Department of Community Health and AMGP Georgia
    Managed Care Company, Inc. for the period from July 1, 2005
    through June 30, 2006 with six optional renewal periods
    (incorporated by reference to Exhibit 10.1 to our Current
    Report on
    Form 8-K,
    filed on July 26, 2005).                                                            
|        | 10  | .30.1       |  | Contract rates to contract dated
    July 19, 2005 between Georgia Department of Community
    Health and AMGP Georgia Managed Care Company, Inc. for the
    period from July 1, 2005 through June 30, 2006 with
    six optional renewal periods (incorporated by reference to
    Exhibit 10.1.1 to our Current Report on
    Form 8-K,
    filed on July 26, 2005).                                        
|        | 10  | .31         |  | Contract with Eligible Medicare
    Advantage Organization Pursuant to Sections 1851 through
    1859 of the Social Security Act for the Operation of a Medicare
    Advantage Coordinated Care Plan(s) effective January 1,
    2006 (incorporated by reference to our Quarterly Report on
    Form 10-Q
    filed on May 9, 2006).                                                                           
|        | 10  | .31.1       |  | Addendum To Medicare Managed Care
    Contract Pursuant To
    Sections 1860D-1
    Through 1860D-42 Of The Social Security Act For The Operation of
    a Voluntary Medicare Prescription Drug Plan effective
    January 1, 2006 (incorporated by reference to our Quarterly
    Report on
    Form 10-Q
    filed on May 9, 2006).                                                                          





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##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                                                                                                                                                                                                           
|------- | -- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|       
|        | 10 | .32.1       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Dallas Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.1 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).     
|        | 10 | .32.2       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Harris Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.2 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).     
|        | 10 | .32.3       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Tarrant Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.3 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).    
|        | 10 | .32.4       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid STAR
    program in the Travis Service Delivery Area effectively
    extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.4 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).     
|        | 10 | .32.5       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid
    STAR+PLUS program in the Harris Service Delivery Area
    effectively extending the contract through August 31, 2006
    (incorporated by reference to Exhibit 10.32.5 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).
|        | 10 | .32.6       |  | Amendment, effective
    January 1, 2006, to the Health & Human Services
    Commission Agreement for Health Services to the Medicaid
    STAR+PLUS program in the Harris County Service Delivery Area
    (incorporated by reference to Exhibit 10.32.6 to our Annual
    Report on
    Form 10-K,
    filed on March 1, 2006).                                                          
|        | 10 | .32.8       |  | Amendment, effective
    September 1, 2005, to the Health & Human Services
    Commission Agreement for Health Services to the Childrens
    Health Insurance Program effectively extending the contract
    through August 31, 2006 (incorporated by reference to
    Exhibit 10.32.8 to our Annual Report on
    Form 10-K,
    filed on March 1, 2006).                               
|        | 10 | .32.9       |  | Health & Human Services
    Commission Uniform Managed Care Contract covering all service
    areas and products in which the subsidiary has agreed to
    participate, effective September 1, 2006 (incorporated by
    reference to Exhibit 10.32.9 to our Annual Report on
    Form 10-K,
    filed on March 1, 2006).                                                                 
|        | 31 | .1          |  | Certification of Chief Executive
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated August 4, 2006.                                                                                                                                                                                                                                                             
|        | 31 | .2          |  | Certification of Chief Financial
    Officer pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, dated August 4, 2006.                                                                                                                                                                                                                                                             
|        | 32 |             |  | Certification of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of Sarbanes-Oxley Act of 2002, dated August 4, 2006.                                                                                                                                                                                                                                 









|  |                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission.