ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Centene Corporation ("Centene") appointed Andrew L. Asher to the role of
Executive Vice President and Chief Financial Officer of Centene, effective as of
May 7, 2021. In connection with the appointment of Mr. Asher, Jeffrey A.
Schwaneke ceased to serve as the Executive Vice President and Chief Financial
Officer of Centene. Mr. Schwaneke will remain with Centene as its Executive Vice
President of HealthCare Enterprises.

In connection with Mr. Asher's appointment, Centene entered into a letter
agreement with Mr. Asher (the "Letter Agreement"). The Letter Agreement provides
that Mr. Asher will report to Michael F. Neidorff, Chairman, President and Chief
Executive Officer of Centene. Mr. Asher will have a base salary of $975,000 and
a target annual cash bonus of 100% of his base salary. Mr. Asher will remain
eligible to participate in Centene's cash long-term incentive plan, with a
target cash opportunity of 100% of his base salary and with the potential to
earn up to 200% of his target opportunity. The Letter Agreement further provides
that Mr. Asher will receive an one-time award of 50,000 time-based restricted
stock units, which will vest in equal installments on the first three
anniversaries of the date of grant.

Mr. Asher, age 52, joined Centene in connection with the closing of Centene's
acquisition of WellCare Health Plans, Inc. ("WellCare") in January 2020, and
prior to his appointment as Executive Vice President and Chief Financial Officer
of Centene, served as Executive Vice President, Envolve Health and Chief
Executive Officer, Envolve Pharmacy Solutions. Prior to joining Centene, Mr.
Asher served as chief financial officer of WellCare for six years and oversaw
all aspects of the finance organization. Before joining WellCare, Mr. Asher held
senior finance positions at Aetna as well as Coventry Health Care and has over
30 years of experience in finance. Mr. Asher holds a bachelor's degree in
accounting from the University of Florida and a master's in taxation from the
University of Central Florida.

There was no other arrangement or understanding pursuant to which Mr. Asher was
selected as an officer of Centene. There are no family relationships between Mr.
Asher and any director or executive officer of Centene, or any person chosen by
Centene to become a director or executive officer. There are no related party
transactions in respect of Centene of the kind described in Item 404(a) of
Regulation S-K in which Mr. Asher was a participant.

The foregoing description of the Letter Agreement is not complete and is subject to and qualified in its entirety by reference to the Letter Agreement.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits
  Exhibit Number                                          Description
       99.1                Centene Corporation Press Release issued May 7, 2021.
       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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