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CENTENE CORP Director's Dealing 2011

Feb 22, 2011

30343_dirs_2011-02-22_cafe769f-7aba-4cb1-bf0d-2c5d56f2ae16.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-02-18

Reporting Person: Mason Mary V (SVP & Chief Medical Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-18 Phantom Stock $0 A 49.557 Acquired 2011-02-18 Common Stock (49.557) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 21790 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Common Stock Option (right to buy) $26.29 2016-01-03 Common Stock (7500) 7500 Direct
Common Stock Option (right to buy) $28.26 2016-04-24 Common Stock (2000) 2000 Direct
Common Stock Option (right to buy) $25.21 2016-12-12 Common Stock (5000) 5000 Direct

Footnotes

F1: Ownership includes previous awards of 14,159 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 Dr. Mason 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 Dr. Mason's termination with the Company or on such other date Dr. Mason may elect.