CENTENE CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-02-11

Reporting Person: NEIDORFF MICHAEL F (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	G	5000	$29.37	Disposed	1633437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Phantom Stock	$0	A	3881.512	Acquired	2011-02-11	Common Stock (3881.512)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Option (right to buy)	$7.57	2012-07-24	Common Stock (210)	210	Direct
Common Stock Option (right to buy)	$13.58	2013-08-26	Common Stock (205536)	205536	Direct
Common Stock Option (right to buy)	$13.98	2013-12-16	Common Stock (200000)	200000	Direct
Common Stock Option (right to buy)	$17.85	2014-07-27	Common Stock (180000)	180000	Direct
Common Stock Option (right to buy)	$25.40	2015-12-13	Common Stock (200000)	200000	Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (100000)	100000	Direct

Footnotes

F1: Ownership includes previous awards of 603,334 restricted stock units subject to vesting requirements.

F2: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F3: The phantom stock was acquired by Mr. Neidorff through a payroll contribution to the Company's deferred compensation plan.

F4: The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Neidorff's termination with the Company or on such other date Mr. Neidorff may elect.