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AMERIGROUP CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
Number Shares
A COMMON STOCK
COMMON STOCK
CUSIP 03073T 10 2
SEE REVERSE FOR
CERTAIN DEFINITIONS
This Certifies that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01
PAR VALUE PER SHARE, OF AMERIGROUP CORPORATION
transferable on the books of the corporation in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provision of the
Certificate of Incorporation of the Corporation and all amendments
thereto, to all of which the holder, by acceptance hereof, assents.
This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
/s/ Stanley F. Baldwin [SEAL] /s/ Jeffrey L. McWaters
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SECRETARY CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED OFFICER
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AMERIGROUP CORPORATION
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND
WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES
AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED
SO FAR AS THE SAME HAVE BEEN FIXED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS
TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER
SERIES. ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO ITS TRANSFER
AGENT.
The following abbreviations, when used in the inscription of the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
Survivorship and not as tenants in common
UNIF TRANS MIN ACT- __________ Custodian _________
(Cust) (Minor)
Under the Uniform Transfers
to Minors Act ________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________________________________ Hereby
(Name of Assignor)
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
shares of the common stock represented by the within Certificate and do hereby
irrevocably constitute and appoint _____________________________________________
_____________ Attorney to transfer the said shares on the books of the within
named Corporation with full power of substitution in the premises.
Dated: X____________________________________________
SIGNATURE(S) GUARANTEED: X____________________________________________
NOTICE: The signature(s) to this assignment
must correspond with the named(s) as written
upon the face of the certificate in every
particular, without alteration or enlargement
or any change whatever.
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THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM) PURSUANT TO S.E.C.
RULE 17Ad 15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.
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