CENTENE CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-02-07

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21790	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0	2011-02-07	Common Stock (3899.362)		Direct
Common Stock Option (right to buy)	$26.29	2016-01-03	Common Stock (7500)		Direct
Common Stock Option (right to buy)	$28.26	2016-04-24	Common Stock (2000)		Direct
Common Stock Option (right to buy)	$25.21	2016-12-12	Common Stock (5000)		Direct

Footnotes

F1: Ownership includes previous awards of 1,625 restricted stock units which vest on December 12, 2011; 1,167 restricted stock units which vest on December 9, 2011; 200 restricted stock units which vest on April 24, 2011; 2,000 restricted stock units which vest in two equal annual installments on the anniversary of the grant date beginning on July 24, 2011; 2,667 restricted stock units which vest in two annual installments on the anniversary of the grant date beginning on December 10, 2011; 6,500 restricted stock units which vest in three annual installments on the anniversary of the grant date beginning on December 14, 2011.

F2: 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.

F3: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

F4: The options vest in five annual installments on the anniversary of the grant date, with the final vesting taking place on the date exercisable.