AMERIGROUP to Acquire New York's CarePlus

Acquisition to Add Over $200 Million in Annualized Revenues

Purchase Expected to be $0.15-$0.20 Accretive

for the First 12 Months of Operations

Oct 26, 2004, 01:00 ET from AMERIGROUP Corporation

    VIRGINIA BEACH, Va., Oct. 26 /PRNewswire-FirstCall/ -- AMERIGROUP
 Corporation (NYSE:   AGP) announced today that it has signed a definitive
 agreement with the owners of CarePlus, LLC to acquire CarePlus Health Plan
 ("CarePlus"), one of the largest for-profit Medicaid managed care companies in
 New York City.  At the close of the transaction, which is subject to
 regulatory approval, AMERIGROUP will serve CarePlus' approximately 114,000
 members in New York State's Medicaid, Child Health Plus and Family Health Plus
 programs and initially will continue to operate under the name CarePlus.
     The acquisition is expected to be accretive to earnings by $0.15 to $0.20
 per share over 12 months, which includes amortization of intangible assets,
 continued integration costs, and bringing certain liabilities to required
 levels.  In addition, the acquisition will add over $200 million of revenues
 on an annualized basis.  In years subsequent to integration, the acquisition
 is expected to have profit margins consistent with AMERIGROUP's existing
     AMERIGROUP is acquiring CarePlus for $107 million, a price that reflects a
 cash payment of approximately $125 million for CarePlus, which will have
 estimated net assets of $18 million upon closing.  Additional payments may be
 made based on the achievement of specific criteria or earnings thresholds.
 The purchase price will be funded through available unregulated cash.  The
 transaction is subject to regulatory approvals and other closing conditions
 and is expected to become effective in early 2005.
     CarePlus' service area includes New York City (Brooklyn, Manhattan, Queens
 and Staten Island) and Putnam County.  CarePlus is also authorized to offer a
 managed long-term care program in New York City subject to final regulatory
 approval and other considerations.
     "A key part of AMERIGROUP's growth strategy is to move into major urban
 areas by acquiring other health plans, and New York has been at the top of our
 list," said Jeffrey L. McWaters, AMERIGROUP chairman and chief executive
 officer.  "AMERIGROUP's acquisition of CarePlus will enable us to take full
 advantage of significant growth opportunities in New York and it will
 strengthen AMERIGROUP's presence in the Northeast, adding to our existing
 operations in New Jersey, Maryland and the District of Columbia."
     "With more than 3.7 million recipients, New York State has the nation's
 second largest number of people enrolled in Medicaid and the State has clearly
 recognized the positive contributions of Medicaid managed care in serving
 these citizens," McWaters continued.  "We are excited about entering this
 market and building on CarePlus' quality service and award-winning programs."
     "We at CarePlus are delighted to join AMERIGROUP, the nation's leader in
 Medicaid managed care," said Karin Ajmani, president of CarePlus.  "Like
 AMERIGROUP, CarePlus is a strong organization with a history of consistent
 growth.  Both have succeeded in bringing our members excellent, preventive
 healthcare.  With the additional resources and support that AMERIGROUP brings,
 we will be able to increase access to quality healthcare and offer more
 innovations to our members, providers and State partners."
     Senior management of AMERIGROUP will discuss the transaction during their
 previously scheduled third quarter earnings conference call on Friday, October
 29th, at 9:30 a.m. Eastern Time.  The conference can be accessed by dialing
 1-800-289-0528 and entering confirmation code 992237.  A recording of this
 conference call will be available from 12:00 p.m. Eastern Time on Friday,
 October 29th, until 11:59 p.m. Eastern Time on Thursday, November 4th.  To
 access the recording, dial 1-888-203-1112 and enter confirmation code 992237.
 A live webcast of the call also will be available through the investors' page
 on the AMERIGROUP Web site at, or through CCBN
 at  A 30-day replay of this webcast will be
 available on these Web sites approximately two hours following the conclusion
 of the live broadcast.
     AMERIGROUP Corporation, headquartered in Virginia Beach, Virginia, is a
 multi-state managed healthcare company focused on serving people who receive
 healthcare benefits through publicly sponsored programs including Medicaid,
 State Children's Health Insurance Program and FamilyCare.  The Company
 operates in Texas, Florida, Maryland, New Jersey, the District of Columbia and
 Illinois.  For more information about AMERIGROUP Corporation, visit the
 Company's Web site at
     This release is intended to be disclosure through methods reasonably
 designed to provide broad, non-exclusionary distribution to the public in
 compliance with the Securities and Exchange Commission's Fair Disclosure
 Regulation.  This release contains certain "forward-looking" statements,
 including statements related to expected 2004 and 2005 performance such as
 membership, revenues, same-store premium revenues, operating cash flows,
 health benefits expenses, seasonality of health benefits expenses, selling,
 general and administrative expenses, days in claims payable, income tax rates,
 earnings per share, and net income growth, as well as expectations on the
 effective date, purchase price, estimated membership levels and successful
 integration of acquisitions and debt levels, made pursuant to the Safe Harbor
 provisions of the Private Securities Litigation Reform Act of 1995.  Forward-
 looking statements involve known and unknown risks and uncertainties that may
 cause the Company's actual results in future periods to differ materially from
 those projected or contemplated in the forward-looking statements.  These
 risks and uncertainties include, but are not limited to, national, state and
 local economic conditions, including their effect on the rate-setting process,
 timing of payments, as well as 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 our ability to manage our medical costs;
 changes in Medicaid payment levels, membership eligibility and methodologies
 and the application of such methodologies by the government; liabilities and
 other claims asserted against the company; 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; and
 demographic changes.
     Investors should also refer to our Form 10-K for the year ended December
 31, 2003 filed with the Securities and Exchange Commission on March 9, 2004,
 for a discussion of risk factors.  Given these risks and uncertainties, we can
 give no assurances that any forward-looking statements will, in fact,
 transpire and, therefore, caution investors not to place undue reliance on
 them.  We specifically disclaim any obligation to update or revise any
 forward-looking statements, whether as a result of new information, future
 developments or otherwise.
       Julie Loftus Trudell
       Vice President, Investor Relations
       AMERIGROUP Corporation