CENTENE CORP — Director's Dealing 2011

Jan 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2011-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	M	17500	$13.58	Acquired	1638437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Common Stock Option (right to buy)	$13.58	M	17500	Acquired	2013-08-26	Common Stock (17500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$	2010-12-31	Common Stock (46687.489)	46687.489	Direct
Common Stock Option (right to buy)	$7.57	2012-07-24	Common Stock (210)	210	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 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.