EX-24

                         LIMITED POWER OF ATTORNEY

                                    FOR

                           AmeriGroup Corporation

                           SECTION 16(A) FILINGS
                          ------------------------

     Know all by these presents, that the undersigned hereby constitutes
and appoints each of Thomas J. Flynn and Tricia A. Summers, signing singly,
the undersigned's true and lawful attorney-in-fact to:

     (1)  Execute for and on behalf of the undersigned, in the
          undersigned's capacity as an officer, director and/or stockholder
          of AmeriGroup Corporation (the "Company"), Forms 3, 4, and 5 and
          amendments thereto in accordance with Section 16(a) of the
          Securities Exchange Act of 1934 and the rules thereunder;

     (2)  Do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete and
          execute any such Form 3, 4, or 5 or amendment thereto and timely
          file such form with the United States Securities and Exchange
          Commission (the "SEC") and any stock exchange or similar
          authority; and

     (3)  Take any other action of any type whatsoever which, in the
          opinion of such attorney-in-fact, may be necessary or desirable
          in connection with the foregoing authority, it being understood
          that the documents executed by such attorney-in-fact on behalf of
          the undersigned pursuant to this Power of Attorney shall be in
          such form and shall contain such terms and conditions as such
          attorney-in-fact may approve.

     The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transaction in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact. This Power of Attorney may be filed with
the SEC as a confirming statement of the authority granted herein.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11th day of August, 2003.


Carlos A. Ferrer
- ----------------------------------------
Print Name of Reporting Person

/s/ Carlos A. Ferrer
- ----------------------------------------
Signature

EX-99.1

On August 13, 2003, Mr. Ferrer entered into a forward sale agreement (the
"Forward Agreement") relating to 23,000 shares (the "Base Amount") of
Common Stock. In connection with the Forward Agreement, the counterparty
sold 23,000 shares of Common Stock into the public market in accordance
with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933,
as amended, at an average price of $41.81 per share. The Forward Agreement
provides that three business days after August 14, 2006, Mr. Ferrer will
deliver a number of shares of Common Stock (or, at the election of Mr.
Ferrer, the cash equivalent of such shares) based on the following:

(a) if the closing price of the Common Stock on August 14, 2006 (the "Final
Price") is less than $41.81 per share, Mr. Ferrer will deliver 23,000
shares;

(b) if the Final Price is equal to or greater than $41.81 per share (the
"Floor Price") but less than or equal to $50.17 per share (the "Cap
Price"), Mr. Ferrer will deliver a number of shares equal to Floor
Price/Final Price x 23,000;

(c) If the Final Price is greater than the Cap Price, Mr. Ferrer will
deliver a number of shares equal to Floor Price + (Final Price - Cap
Price)/Final Price x 23,000.

In consideration therefore, Carlos Ferrer has received a price of
$853,469.08.

Mr. Ferrer entered into the Forward Agreement as part of a diversification
plan. Mr. Ferrer submits that this plan does not in any way reflect on his
confidence in the future growth of the Issuer. Mr. Ferrer opted for this
transaction over a direct sale because he is optimistic about the
opportunity for the Issuer and wants to maintain the maximum amount of
exposure while still achieving a prudent amount of liquidity.