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CENTENE CORP Director's Dealing 2010

Dec 23, 2010

30343_dirs_2010-12-23_476520f8-c2b0-46b6-92b8-7bfd4635c19b.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2010-12-14

Reporting Person: Hunter Jesse N (Exec VP, Corporate Development)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-14 Common Stock A 35000 $23.88 Acquired 110709 Direct
2010-12-14 Common Stock F 6114 $23.88 Disposed 104614 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Common Stock Option (right to buy) $13.58 2013-08-26 Common Stock (15000) 15000 Direct
Common Stock Option (right to buy) $25.40 2015-12-13 Common Stock (8000) 8000 Direct
Common Stock Option (right to buy) $25.21 2016-12-12 Common Stock (12000) 12000 Direct
Common Stock Option (right to buy) $16.84 2018-04-28 Common Stock (10000) 10000 Direct

Footnotes

F1: Ownership includes this award of 35,000 restricted stock units. Half of the units will vest in three annual installments on the anniversary of the grant date. The remaining half are performance stock units. The number of performance stock units vesting over three annual installments is predicated on meeting a one year performance condition. In addition, ownership includes previous awards of 33,167 restricted stock units which are subject to vesting requirements.

F2: Shares withheld for taxes upon vesting of previously reported stock grant.