SEPARATION AND RELEASE AGREEMENT

SEPARATION AND RELEASE AGREEMENT

FOR VALUABLE CONSIDERATION , this Separation and Release Agreement is entered into on       (the “Effective Date”) by William T. Keena and AMERIGROUP Corporation.

SECTION I
REASONS FOR AGREEMENT

1.  The Company and I have agreed that my employment with the Company shall terminate and I shall permanently separate from the Company, effective as of the close of business on July 1, 2008 (the “End Date”). However, beginning at the close of business on the Effective Date and ending on the End Date, I shall be on Administrative Leave, as defined below.

2.  Although the Company and I are amicably parting, the Company and I recognize that such a relationship and its termination may give rise to potential claims or liabilities. To the fullest extent permitted by law, the Company and I wish to resolve and fully settle such claims or liabilities pursuant to the terms of this Agreement.

SECTION II
DEFINITIONS

The Company and I agree to the following definitions, and that they shall apply to this Agreement:

4 01(k) Plan
A 401(k) plan is a type of employer-sponsored retirement plan, established pursuant to 26 USC 409A, as amended.

ADEA
Age Discrimination in Employment Act of 1967, as amended.

Administrative Leave
Paid leave that begins on the Effective Date and ends on the End Date.

During Administrative Leave, I understand and agree that:

(e) I shall not report for work or be present on Company property;

Agreement
This Separation and Release Agreement and all, if any, addenda, schedules, and other documents attached hereto or incorporated herein by reference.

Chairman’s Bonus Program
That cash incentive plan by which employees may receive a cash bonus, contingent upon the Company and the employee achieving certain criteria, which is payable under the Company’s 2007 Cash Incentive Plan, as amended, or any predecessor or successor plan.

COBRA
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

Code of Conduct
The Company’s Code of Business Conduct and Ethics, as in effect from time to time.

Company
AMERIGROUP Corporation, a Delaware corporation, and its successors and assigns.

Company Parties
The Company’s subsidiaries, affiliates, successors, and assigns, and each of their respective present and former officers, directors, shareholders, partners, employees, and attorneys, and agents of any of them, whether in their individual or official capacities, and the current and former trustees or administrators of any pension, welfare, or other employee benefit plan of Company, in their official and individual capacities, all of whom are third party beneficiaries of this Agreement.

Confidential Separation Information
The existence of and terms set forth in this Agreement.

1

Consideration Period
That reasonable period but in no event less than twenty-one (21) days, during which I can consider whether to sign the Agreement. The twenty-one (21) day period begins to run on the day that I am provided a copy of this Agreement. I understand that if I sign the Agreement before the end of the twenty-one (21) day period, it will be my voluntary decision to do so because I have decided I do not need any additional time to decide whether to sign the Agreement.

Corporate Compliance Officer
The Company’s Senior Vice President, Business Ethics, or such other person designated by the Company from time to time as responsible for ensuring the application of the Code of Conduct.

Corporate Compliance Program
Those guidelines and standards promulgated in support of the Code of Conduct. The Code of Conduct is posted on the Company’s corporate website, www.amerigroupcorp.com , a copy of which was provided to me in the course of my employment with the Company.

Effective Date
Shall be the date of this Agreement, May 23, 2008.

End Date
The date set forth in Section I (1) above, which shall be the date on which the employee/employer relationship between the Company and me ends.

ENNDA
Any Employee Noncompetition, Nondisclosure and Developments Agreement, Confidentiality Agreement, or similar agreement, signed by me in connection with my employment with the Company.

Equity Agreements
Restricted Stock Agreements and Stock Option Agreements issued pursuant to the Company’s 2005 Equity Incentive Plan, as amended, or any successor or predecessor plan.

I, Me, or My
“I,” “me,” or “my,” as used herein, shall at all times mean William T. Keena, and anyone who has or obtains any legal rights or claims through William T. Keena.

LTIP
The Company’s Long Term Incentive Plan, payable under the Company’s 2007 Cash Incentive Plan, as amended, or any predecessor or successor plan, designed to provide long-term cash incentive compensation based upon individual and Company performance through a three (3) year deferred payment structure.

My Claims
All of the claims I have now against the Company, whether or not I know about those claims, including but not limited to, claims for any action or inaction, loss, expense, or any damages of whatever nature arising from any occurrence or occurrences from the beginning of time until the date on which I release such claims, including, to the extent permitted by law, claims for: breach of express or implied contract; payment of wages, commissions, reimbursements, sick pay, vacation pay, employee benefits, insurance, pension, or other compensation, including any bonus or other payments under the Chairman’s Bonus Plan or LTIP; fraud or misrepresentation; violation of any federal, state, and/or local law, regulation or rule, including but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Equal Pay Act, the Rehabilitation Act, the ADEA, the Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan), Older Workers Benefit Protection Act, the Pregnancy Discrimination Act, COBRA, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the Fair Credit Reporting Act, in each case as amended, and all other Executive Orders, federal, state, and/or local civil rights laws prohibiting discrimination or other unlawful activity on the basis of race, color, creed, marital status, sex, age, religion, national origin, disability, pregnancy, sexual orientation, political affiliation, status with respect to public assistance, membership in local commission, or any other protected class status; sexual harassment; retaliation; defamation; intentional or negligent infliction of emotional distress; breach of the covenant of good faith and fair dealing; promissory estoppel; unjust enrichment; negligence; wrongful termination of employment; constructive discharge; invasion of privacy; fraudulent inducement; negligent hiring, retention, training, and/or supervision; all other claims for unlawful employment practices; all claims for attorney’s fees, costs, disbursements, fees, or other payments; and all other common law, legal, equitable or statutory claims (whether on a contract, tort, or other theory), whether they could be brought directly by me on my own behalf or by any other person, agency, or organization on my behalf.

PAL
Paid Annual Leave.

Revocation Period
If I am entitled to rights under the ADEA, that seven (7) day period, during which I may revoke the portion of this Agreement that releases claims under the ADEA. I understand that the seven (7) day period begins to run on the day that I sign this Agreement.

Section 409A
Section 409A of the Internal Revenue Code of 1986, as amended.

Severance Payments
Shall have the meaning provided in Section III (1)(b) below. The Severance Payments are treated like weekly earnings and applied to the period following my separation. My eligibility for unemployment benefits will be delayed until the Severance Payments have ended.

Severance Period
The period during which I am eligible to receive payments pursuant to Section III (1)(b).

SECTION III

BENEFITS

1.  Subject to the terms and conditions hereof, including Sections III (2), (4) and (5), I understand that, in order to assist me in my separation and as consideration for the promises that I make in this Agreement, the Company agrees to provide certain benefits and payments to me.

(a)  If I:

(i) agree to the terms and conditions of this Agreement;

(b) then, beginning no sooner than the eighth (8th) day after I sign this Agreement, or the first payroll distribution day after the End Date, whichever occurs later, the Company shall pay to me:

(i) a lump-sum payment in the amount of Seventy Five Thousand dollars and no cents ($75,000.00); and

(ii) an additional Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three dollars and no cents ($333,333.00) distributed over a twelve (12) month period on the Company’s regular biweekly payroll cycle (the “Severance Payments”).

2.  The Company has agreed to provide the Severance Payments to assist me in transitioning to, and until I secure employment or a consulting role with, another entity. Accordingly, I understand and agree that the Severance Payments shall be reduced upon the occurrence of certain events in accordance with this Section III (2) as follows.

(a)  If, during the Severance Period, I become employed by or render consulting services to any person or entity, the Severance Payments shall be permanently reduced by the amount of any wages, consulting fees or other cash remuneration paid or to be paid to me in consideration of such employment or consultancy. The reduction shall be applied pro rata on a biweekly basis over the remaining payments to be made to me pursuant to Section III (1)(b)(ii). By way of example and for illustrative purposes only, if a biweekly payment to be made to me pursuant to Section III (1)(b)(ii) equals $12,820.50 and I become employed or serve as a consultant with a salary or fee arrangement, as applicable, at an annual rate of $200,000 (which would equal $7,692.31 on a biweekly basis), then the biweekly amount payable to me under Section III (1)(b)(ii) shall be permanently reduced by $7,692.31 to $5,128.19 for the remainder of the Severance Period. The subsequent loss of employment or termination of consulting services shall not affect the reduction in the Severance Payments contemplated by this Section III (2)(a).

(b)  I agree that I have an affirmative obligation to actively seek new employment during the Severance Period and to immediately notify the Company in writing upon my acceptance of new employment or a consulting engagement (setting forth in reasonable detail the nature of the position and compensation) and that the failure to actively seek employment or to inform the Company immediately upon accepting employment or a consulting engagement shall constitute a material breach of this Agreement.

3.  As soon as practicable after the End Date, the Company will (a) pay me a lump sum for all my accrued and unpaid PAL, and (b) reimburse me for unreimbursed expenses incurred prior to the Effective Date, in accordance with the Company’s Travel Expense Policy; however, I understand that I must submit reimbursement requests, with receipts attached, within thirty (30) days after the Effective Date otherwise the Company will not reimburse me.

4.  To the extent required by law, the Company will withhold income and employment taxes and other amounts from payments and benefits provided under this Agreement, including any amounts payable under this Section III.

5.  I acknowledge and agree that in the event that I breach this Agreement, the Equity Agreements or the ENNDA, the Company shall have no obligation to make any payments to me provided for in Section III hereof and the Company may seek any other remedies available to it arising from such breach.

SECTION IV
REPRESENTATIONS

1.  I agree that I have or will be separated from employment with the Company at the close of business on the End Date.

2.  I agree that the Company has no formal severance package, is not obligated to provide any severance benefit, and is only obligated to pay compensation that has already accrued. The benefits and payments provided to me in this Agreement are unique to me and reflect my contribution to the Company. This Agreement shall not be deemed to establish an agreement or other employee benefit plan or program available to other Company employees. I further agree that certain benefits and payments provided for in this Agreement are in excess of the amounts that I would otherwise be entitled to receive.

3.  I agree that this Agreement does not constitut