AMERIGROUP CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL BENEFIT POLICY

Exhibit 10.7

AMERIGROUP CORPORATION
AMENDED AND RESTATED CHANGE IN CONTROL BENEFIT POLICY

      Section 1. Purpose of Policy.

          The name of this policy is the AMERIGROUP Corporation Amended and Restated Change in Control Benefit Policy (the “Policy”). The purposes of the Policy are as follows: (1) to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without the distraction arising from the possibility of a change in control of the Company; (2) to enable and encourage the Company’s management to focus their attention on obtaining the best possible transaction for the Company’s stockholders and to make an independent evaluation of all possible transactions, without being diverted by their personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits; and (3) to provide severance benefits to certain Participants (as defined below) who incur a termination of employment under the circumstances described herein within a certain period following a Change in Control (as defined below).

      Section 2. Definitions.

          For purposes of the Policy, the following terms shall be defined as set forth below:

          (a) “ Affiliate ” means any corporation or other entity 50% or more of the voting power of the outstanding voting securities of which is owned by the Company or its Subsidiaries or by any other Affiliate.

          (b) “ Award ” means all payments to a Participant under the Policy, including to the extent applicable, the payment upon a Change in Control under Section 5(a), the Severance Payment under Section 5(b) and the Gross-Up Payment under Section 5(d).

          (c) “ Board ” means the Board of Directors of the Company.

          (d) “ Cause ” means, unless a Participant is a party to a written employment agreement with the Company, Subsidiary or Affiliate which contains a definition of “cause,” “termination for cause,” or any other similar term or phrase, in which case “Cause” shall have the meaning set forth in such agreement, conduct involving one or more of the following: (i) the substantial and continuing failure of the Participant to render services to the Company or any Subsidiary or Affiliate in accordance with the Participant’s obligations and position with the Company, Subsidiary or Affiliate, after 30 day’s notice from the President of the Company or any Subsidiary or Affiliate, such notice setting forth in reasonable detail the nature of such failure, and in the event the Participant fails to cure such breach or failure within 30 days of notice from the Company or any Subsidiary or Affiliate, if such breach or failure is capable of cure; (ii) dishonesty, gross negligence, breach of fiduciary duty; (iii) the commission by the Participant of an act of fraud or embezzlement, as found by a court of competent jurisdiction; (iv) the conviction of the Participant of a felony; or a (v) material breach of the terms of an agreement with the Company or any Subsidiary or Affiliate, provided that the Company or any Subsidiary or Affiliate provides the

Participant with adequate notice of such breach and the Participant fails to cure such breach, if the breach is reasonably curable, within thirty (30) days after receipt of such notice.

          (e) “ Change in Control ” means (1) in the case of any Award that is subject to Section 409A of the Code, any event that constitutes, within the meaning of Section 409A(a)(2)(A)(v) of the Code, (i) a change in the ownership of the Company, (ii) a change in the effective control of the Company, or (iii) a change in the ownership of a substantial portion of the Company’s assets, or (2) in the case of any other Award, the first to occur of any one of the events set forth in the following paragraphs:

          (i) any Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 25% or more of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii);

          (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date of the Policy, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date of the Policy or whose appointment, election or nomination for election was previously so approved or recommended;

          (iii) there is consummated a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation which results in the directors of the Company immediately prior to such merger or consolidation continuing to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

          (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least a majority of the board of directors of which comprises individuals who were directors of the Company immediately prior to such sale or disposition.

          (f) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

          (g) “ Committee ” means the Compensation Committee of the Board or, to the extent so provided by the Board, any other person, committee or entity the Board may appoint to administer the Policy.

          (h) “ Company ” means AMERIGROUP Corporation, a Delaware corporation, and, except in determining under Section 2(e) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets.

          (i) “ Date of Termination ” with respect to any purported termination of a Participant’s employment (other than by reason of the Participant’s death or Disability), means the date specified in the Notice of Termination (which shall be within thirty (30) days from the date such Notice of Termination is given).

          (j) “ Disability ” means the condition of a Participant who is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

          (k) “ Eligible Recipient ” means an employee, officer or director (including a non-employee director) of the Company or of any Subsidiary or Affiliate.

          (l) “ Enhancement Amount ” means an additional LTI Award amount that a Participant may have the opportunity to earn with respect to the first calendar year of a performance cycle under the LTI Plan.

          (m) “ Equity Plan ” means the AMERIGROUP Corporation 2005 Equity Incentive Plan, or any successor stock incentive plan, as amended from time to time.

          (n) “ Excise Tax ” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to that tax.

          (o) “ Good Reason ” means, without the consent of the Participant, (i) any changes in the duties and responsibilities of the Participant which are materially inconsistent with the duties and responsibilities of the Participant within the Company immediately prior to the Change in Control, (ii) any 10% or greater reduction of the Participant’s target annual compensation in effect immediately prior to the change of control, (iii) any required relocation of the Participant’s office beyond a 50 mile radius from the location of the Participant’s office immediately prior to the Change in Control, or (iv) any failure by the Company to obtain the assumption of the Policy by a successor of the Company.

          (p) “ LTI Award ” means a long-term incentive compensation award granted pursuant to the LTI Plan.

          (q) “ LTI Plan ” means the Company’s Long Term Incentive Program, or any successor long-term cash incentive plan, as amended from time to time, which is a component of the Company’s 2007 Cash Incentive Plan, as amended.

          (r) “ Multiple ” means a number for each Participant, selected by the Committee, ranging from one (1) to three (3). Unless otherwise specified in writing by the Committee, the following multiples shall be used: (i) three (3) for the Chief Executive Officer; (ii) two (2) for the President, Chief Operating Officer, Chief Financial Officer, any Executive Vice President and any Regional Chief Executive Officer; and (iii) one (1) for the Company’s Health Plan Chief Executive Officers (which includes the Chief Executive Officer of the Company’s Senior & Special Services Organization) and any other Participant not specifically listed herein or assigned a different Multiple by the Committee. In the event a Participant holds more than one officer position listed in this definition and the Multiples differ between such officer positions, only the higher Multiple attributable to such positions shall apply.

          (s) “ Notice of Termination ” means a notice which shall indicate the specific termination provision in this Policy relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated.

          (t) “ Participant ” means any Eligible Recipient selected by the Committee pursuant to the Committee’s authority in Section 4(a) hereof. Notwithstanding the foregoing, for (i) Awards payable under Sections 5(a), 5(b) and 5(d), the Participants shall include the Company’s Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, any Executive Vice President, any Regional Chief Executive Officer and the Company’s Health Plan Chief Executive Officers (which includes the Chief Executive Officer of the Company’s Senior & Special Services Organization), and any other Participants designated by the Committee, and (ii) for Awards payable under Sections 5(a) and 5(d), the Participants shall include those Company employees who are eligible for an annual cash bonus and/or a long term incentive cash award, as applicable, as of the date of a Change in Control

          (u) “ Payment ” means any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2)(A) of the Code) to or for the benefit of a Participant, whether paid or payable pursuant to this Agreement or otherwise pursuant to any plan, agreement or understanding between the Participant and the Company, which within the meaning of Section 280G(b)(2)(A)(i) of the Code, is contingent on a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company.

          (v) “ Protected Period ” shall mean the period beginning on the date of a Change in Control and ending on the date which is two (2) years after the date of such Change in Control.

          (w) “ Separation from Service ” means a Participant’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code.

          (x) “ Subsidiary ” means any corporation or other entity (other than the Company) in an unbroken chain of entities beginning with the Company, if each of the entities (other than the last entity) in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of securities in one of the other entities in the chain.

          (y) “ Target Amount ” means an amount determined under the LTI Plan that might be earned by a Participant in three annual installments during a performance cycle of the LTI Plan.

      Section 3. Effective Date.

          The effective date of the Policy shall be February 12, 2007, as amended and restated July 30, 2008 (the “Effective Date”).