Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Severance Plan

Effective May 1, 2009, the AMERIGROUP Corporation Severance Plan (as amended, the "Severance Plan") was amended to provide that participants not eligible for a COBRA subsidy following termination of employment under the American Recovery and Reinvestment Act of 2009 would be entitled to an additional lump-sum severance payment from AMERIGROUP Corporation (the "Company") for the purposes of deferring COBRA expenses. A participant's eligibility for, and the amount of, such additional severance payment are determined under and subject to the terms of the Severance Plan.

The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the amendment to the Severance Plan (the "Amendment"). The above description is qualified in its entirety by reference to the form of Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

2009 Equity Incentive Plan

The Board of Directors of the Company approved the 2009 Equity Incentive Plan (the "2009 Equity Plan") and recommended its approval by the Company's stockholders at the Annual Meeting of Stockholders on May 7, 2009. A copy of the 2009 Equity Plan was filed with the Securities and Exchange Commission on March 26, 2009 as Exhibit A to the Company's Definitive Proxy Statement Pursuant to Schedule 14a of the Securities Exchange Act of 1934, as amended (the "Proxy Statement"). A description of the material terms of the Plan is included under Proposal #3 of the Proxy Statement.

Under the terms of the 2009 Equity Plan, the Compensation Committee of the Board of Directors is authorized to grant equity awards to employees, Directors and consultants in the form of (i) stock options, including incentive stock options
("ISOs") and nonqualified stock options ("NSOs"), (ii) restricted stock, (iii)
restricted stock units, (iv) stock appreciation rights, (v) stock bonuses and
(vi) other stock-based awards.

In the event that the 2009 Equity Plan is adopted and approved by the Company's stockholders, each equity grant made pursuant thereto will be evidenced by an agreement between the Company and the person named therein substantially in the form of the Exhibits attached hereto.

The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the 2009 Equity Plan. The above description is qualified in its entirety by reference to the forms of agreement that the Company intends to use to grant ISOs, NSOs, restricted stock and stock appreciation rights, which are filed as Exhibits 10.2, 10.3, 10.4, and 10.5, respectively, to this Current Report on Form 8-K.

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