exhibit103.htm


    
      Exhibit 10.3

    


    EXECUTIVE
SEVERANCE

     

    AND
CHANGE IN CONTROL AGREEMENT

     

    In this
Executive Severance and Change in Control Agreement dated as of ________ __, 20__ (the “Agreement”),
Centene Corporation, including its subsidiaries (collectively referred to as the
“Company”), and ___________________ (“Executive”), intending
to be legally bound and for good and valuable consideration, agree as
follows:

     

    1. Definitions.  For
purposes of this Agreement, the following terms shall have the definitions as
set forth below:

     

    (a) “Accrued
Obligations” shall mean, as of the date of termination, the sum of
(A) Executive’s then-current base salary (disregarding any reduction
constituting Good Reason) through the date of termination to the extent not
theretofore paid, (B) any vacation pay, sick pay, and expense
reimbursements earned and accrued by the Executive as of the date of termination
to the extent not theretofore paid.  For the purpose of this
definition of “Accrued Obligations”, except as provided in the applicable plan,
program or policy, amounts shall be deemed to accrue ratably over the period
during which they are earned, but no discretionary compensation shall be deemed
earned or accrued until it is specifically approved by the Company’s Chief
Executive Officer or his/her designee in accordance with the applicable plan,
program or policy.

     

    (b) “Cause” shall include acts or omissions
that the Company determines in writing, after affording the Executive an
opportunity to be heard, are  (i) criminal, dishonest or fraudulent or
constitute  misconduct that reflect negatively on the reputation of
the Company (including any parent, subsidiary, affiliate or division of the
Company); (ii) acts or omissions that could expose the Company or any parent,
subsidiary, affiliate or division of the Company to claims of illegal harassment
or discrimination in employment;(iii) material breaches of this Agreement; or
(iv) continued and repeated failure to perform substantially the duties of
his/her employment.

     

    (c)  “Change
in Control” shall be deemed to have occurred if any of the events set forth in
any one of the following clauses shall occur:  (A) any Person (as
defined in section 3(a)(9) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and as such term is modified in sections 13(d) and 14(d)
of the Exchange Act), excluding a group of persons including Executive, is or
becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange
Act), directly or indirectly, of securities of the Company representing forty
percent (40%) or more of the combined voting power of the Company’s then
outstanding securities; (B) individuals who, as of the date of this
Agreement, constitute the Board (the “Incumbent Board”), cease for any reason to
constitute a majority thereof (provided, however, that an individual becoming a
director subsequent to the date of this Agreement whose election, or nomination
for election by the Company’s stockholders, was approved by at least a majority
of the directors then comprising the Incumbent Board shall be included within
the definition of Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual election contest (or such terms used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board); or (C)
the stockholders of the Company consummate a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation.

     

    (d) “Code”
shall mean the Internal Revenue Code of 1986, as amended.

     

    (e) “Disability”
means the disability of the Executive as defined in Section 409A(a)(2)(C) of the
Code

     

    (f) “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     

    (g) “Good
Reason” shall mean, at or after a Change in Control, (i) a reduction in
Executive’s annual base salary or annual bonus potential from those in effect
immediately prior to the Change in Control, (ii) a material adverse change
in Executive’s position with the Company or the nature or scope of Executive’s
duties from those in effect immediately prior to the Change in
Control,  or (iii) a demand by the Company or the entity
surviving the transaction that resulted in the Change in Control that Executive
relocate outside of the _____________
metropolitan area which Executive refuses, Executive must provide written notice to the Company of
the existence of Good Reason no later than 90 days after its initial existence,
the Company shall have a period of 30 days following its receipt of such written
notice during which it may remedy in all material
respects the Good Reason condition identified in such written
notice.  If the Company fails to remedy in all material respects such
Good Reason condition, the Executive shall be deemed to have terminated his/her
employment for Good Reason.

     

    (h) “Qualifying
Termination” shall mean a termination of Executive’s employment by the Company
without Cause (and other than due to Executive’s death or Disability) or by
Executive at or after a Change in Control for Good Reason.

     

    2. Employee Benefits;
Vacation.  The Executive and/or the Executive’s dependents, as
the case may be, shall participate in employee and executive retirement,
medical, dental, vision, disability, group and/or executive life, accidental
death and travel accident insurance, and similar benefit plans and programs of
the Company, subject to the terms and conditions thereof, as in effect from time
to time with respect generally to senior executives employed by the
Company.  Executive shall be entitled to be paid these benefits upon
termination in accordance with the terms of the applicable Plans, or, if not
governed by ERISA, pursuant to the policies and practices of the Company as in
effect from time to time with respect to senior executives employed by the
Company.

     

    3. Severance
Pay.  Should Executive’s employment with the Company be
terminated due to a Qualifying Termination that is not a Change in Control
Termination, in addition to the Executive’s Accrued Obligations, the Company
agrees to pay or provide the following compensation and benefits during the
severance period:

     

    (a) Severance
pay to Executive in the form of twelve (12) months of salary continuation
determined using Executive’s then-current base salary (disregarding any
reduction constituting Good Reason). All payments otherwise payable under this
paragraph 3(a) of this agreement will be reduced by the amount of any
compensation receivable or which Employee expects to receive attributable to
subsequent employment through the severance period.

     

    (b) A
prorated annual bonus for the year in which Executive’s date of termination
occurs based on the degree of achievement of goals under the bonus program in
effect at the time of termination and the portion of the year elapsed as of the
date of termination.  The degree of achievement of goals shall be
determined in accordance with the bonus program, except that should any goals be
of a subjective nature, the degree of achievement therefore shall be determined
by the Company in its sole discretion.  Any such bonus amount shall be
paid in a single, lump sum payment at the same time as annual bonuses for the
year are paid to the Company’s officers generally.

     

    (c) Subject
to Section 7, during the twelve (12) month period of salary continuation, the
Company shall pay for a portion of the health and dental insurance continuation
coverage (collectively “Medical Coverage”) to which the Executive is entitled
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),
subject to the Executive’s timely election of COBRA healthcare continuation
coverage.  For such twelve (12) month period, the terminated Executive
will be responsible to pay contributions for Medical Coverage provided under
this Section 3(c) in the same amount as is charged to similar active employees
for similar coverage, rather than the full COBRA premium amount, and the Company
shall pay the remainder of the COBRA premium amount.

     

    (d) Subject
to Section 7, during the twelve (12) month period of salary continuation, if
consistent with the applicable Plan and equity award agreements, the Executive’s
existing equity awards shall continue to vest, and options shall continue to be
exercisable to the extent that their original terms have not then
expired.

     

    (e) If the
Executive is a “specified employee” (within the meaning of Code Section
409A(a)(2)(B)(i)) of the Company at the time of his or her Qualified Termination
and if the separation payments under this Section 3 are on account of an
“involuntary separation of service” (as defined in Treasury Regulation Section
1.409A-1(n)), the Executive shall receive payments during the six (6) month
period immediately following the date of his or her Qualified Termination as
otherwise provided under this Section 3 for such six month period except that
the total amount of such payments shall not exceed the lesser of the amount
specified under (x) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (y)
Treasury Regulation Section 1.409A-1(9)(iii)(A)(2) or any successor
regulations.  To the extent the amounts otherwise payable during such
six (6) month period under this Section 3 exceed the amounts payable under the
immediately preceding sentence, such excess amounts shall be paid in single sum
on the first regular payroll date of the Company immediately following the six
(6) month anniversary of the date of such Qualified Termination.  If
the Company reasonably determines that such termination is not an involuntary
separation from service, amounts that would otherwise have been paid during the
six (6) month period immediately following the date of the Executive’s Qualified
Termination under this Section 3 shall be paid in a single sum on the first
payroll date of the Company immediately following the six month anniversary of
the Executive’s Qualified Termination.  This Section 3(e) shall not
apply to payments under Section 3(c).

     

    (f) If
amounts are payable under this Section 3, no amounts shall be payable under
Section 5.

     

    4. Change in
Control.  The Company shall pay to Executive the severance
described in Section 5 if Executive’s employment with the Company and all
its subsidiaries is terminated under the circumstances described below (a
“Change in Control Termination”):

     

    (a) The
Executive’s employment with the Company and all of its subsidiaries is
terminated:

     

    (i) On the
day of, or within twenty-four (24) months after, the occurrence of a Change in
Control; or

     

         Prior
to a Change in Control but at the request of any third party participating in or
causing the Change in Control; and

     

    (ii) The
termination of Executive’s employment was a Qualifying Termination.

     

    5. Change in Control Severance
Pay.

     

            (a) In the
event of a Change in Control Termination, in addition to the Executive’s Accrued
Obligations, the Company agrees to pay Executive severance pay equal to the
product of (x) the sum of (i) the Executive’s annual base salary, plus (ii) the
average of the last two (2) annual cash bonuses paid to the Executive during the
two (2) most recently completed full fiscal years of the Company, multiplied by
two.    Such amount will be paid in an undiscounted lump
sum.  In addition, Executive will receive a prorated target annual
bonus (based on the Executive’s position and as determined by the Compensation
Committee of the Board) for the year in which such termination occurs. During the eighteen (18)
month period following the Change in Control Termination, the Company shall pay
for the Executive’s entire Medical Coverage to which Executive is entitled under
the Consolidated Omnibus Budget Reconciliation Act of 1985.  The
Company will continue to maintain and pay all expenses associated with the
corporate-owned life insurance policy for the benefit of Executive’s
beneficiaries for the remainder of Executive’s life.  For purposes of
calculating the amount of severance in this Section 5(a) due as a result of a
Qualifying Termination, the Executive’s base salary will be based on the highest
amount of such base salary during the two (2) year period ending on the date of
termination.

     

    (b) Any stock
awards, stock options, stock appreciation rights or other equity-based awards
that were outstanding immediately prior to the Change in Control Termination
shall, to the extent not then vested and if consistent with the terms of the
applicable plan and equity award agreement, fully vest and become exercisable as
of the date of the Change in Control Termination and Executive shall have the
right to exercise any such stock option, stock appreciation right, or other
exercisable equity-based award until the earlier to occur of (i) one (1)
year from the date of the Change in Control Termination and (ii) the
expiration date of such stock option, stock appreciation right or other
equity-based award as set forth in the agreement evidencing such
award.

     

    (c) If the
Executive is a “specified employee” (within the meaning of Code Section
409A(a)(2)(B)(i)) of the Company at the time of his or her Change of Control
Termination and if the separation payment under this Section 5 is on account of
an “involuntary separation of service” (as defined in Treasury Regulation
Section 1.409A-1(n)), the Executive shall receive a payment immediately
following the date of his or her Change of Control Termination as otherwise
provided under this Section 5 except that such payment shall not exceed the
lesser of the amount specified under (x) Treasury Regulation Section
1.409A-1(9)(iii)(A)(1) or (y) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2)
or any successor regulations. To the extent the amount otherwise payable
immediately following the Change in Control under this Section 5 exceeds the
amount payable under the immediately preceding sentence, such excess amount
shall be paid in single sum on the first regular payroll date of the Company
immediately following the six (6) month anniversary of the date of such Change
on Control Termination.  If the Company reasonably determines that
such termination is not an involuntary separation from service, the amount that
would otherwise have been paid immediately following the date of the Executive’s
Change of Control Termination under this Section 5 shall be paid in a single sum
on the first payroll date of the Company immediately following the six month
anniversary of the Executive’s Change in Control Termination.  This
Section 5(c)) shall not apply to payments under Section 5(a) for Medical
Coverage and life insurance.

     

    (d) If
amounts are payable under this Section 5, no amounts shall be payable under
Section 3.

     

    6. Gross-Up
Payment.  If, for any reason, any part or all of the amounts
payable to Executive under this Agreement (or otherwise, if such amounts are in
the nature of compensation paid or payable by the Company or any of its
subsidiaries after there has been a Change in Control) are deemed to be “excess
parachute payments” within the meaning of Section 280G(b)(1) of the Code or
any successor or similar provision, subject to the following provisions of this
Section 6, the Company shall pay to Executive, in addition to all other amounts
that Executive may be entitled to receive, an amount which, after all federal,
state, and local taxes (of whatever kind) imposed on Executive with respect to
such amount are subtracted there from, is equal to the excise taxes (which shall
include any interest and penalties related thereto) imposed on such excess
parachute payments pursuant to Section 4999 of the Code or any successor or
similar provision.  Such amount will be paid to the Executive no later
than the last day of the calendar year immediately following the calendar year
in which the Executive pays such amount to the appropriate governmental
authority.  In the event the amount of excess parachute payments paid
or payable to Executive do not exceed 330% of Executive’s “base amount”
determined pursuant to Section 280G of the Code, then the additional payment
described in the preceding sentence shall not be paid and the severance pay
payable to Executive hereunder shall be reduced such that no amounts paid or
payable to Executive shall be deemed excess parachute payments subject to excise
tax under Section 4999 of the Code.  All determinations required to be
made under this Section 6 and the assumptions to be utilized in arriving at such
determination shall be made by an independent, nationally recognized accounting
firm designated by the Company (the “Auditor”).  The
Auditor shall provide detailed supporting calculations to both the Company and
the Employee within fifteen (15) business days of the receipt of notice from the
Executive or the Company that there has been a Payment, or such earlier time as
is requested by the Company.  All fees and expenses of the Auditor
shall be paid by the Company.  All determinations made by the Auditor
shall be binding upon the Company and the Executive.

     

    7. Conditions.  Any
payments or benefits made or provided pursuant to this Agreement are subject to
Executive’s:

     

    (i) compliance
with the provisions of Section 8 hereof;

     

    (ii) delivery
to the Company of an executed full and complete Release, on a form then
acceptable to the Company, with such terms as needed under then applicable law
to give full effect to its intent and purpose; and

     

    (iii) delivery
to the Company of a resignation from all offices, directorships and fiduciary
positions with the Company, its affiliates and employee benefit
plans.

     

    Notwithstanding
the due date of any post-employment payments, any amounts due under this
Agreement shall not be due until after the expiration of any revocation period
applicable to the Release.  Nevertheless, upon any termination of
Executive’s employment, Executive shall be entitled to receive the Accrued
Obligations, payable within thirty (30) days after the date of termination or in
accordance with the applicable plan, program or policy.

     

    8. Executive’s
Covenants.  Executive acknowledges that the above
consideration, absent this Agreement, is beyond what the Company is obligated to
pay.  In consideration of the opportunity for severance benefits and
payments specified above, and other good and valuable consideration, Executive
agrees to the following, which shall continue to apply in the event Executive’s
employment is terminated by either party for any reason:

     

    (a) Confidential
Information.  As used in this Section 8, “Confidential
Information” shall mean the Company’s trade secrets and other non-public
proprietary information relating to the Company or the business of the Company,
including information relating to financial statements, customer lists and
identities, potential customers, customer contacts, employee skills and
compensation, employee data, suppliers, acquisition targets, servicing methods,
equipment, programs, strategies and information, analyses, marketing plans and
strategies, pricing, profit margins, financial, promotional, marketing, training
or operational information, and other information developed or used by the
Company that is not known generally to the public or the
industry.  Confidential Information shall not include any information
that is in the public domain or becomes known in the public domain through no
wrongful act on the part of Executive.

     

    (b) Non-Disclosure.  Executive
agrees that the Confidential Information is a valuable, special and unique asset
of the Company’s business, that such Confidential Information is important to
the Company and the effective operation of the Company’s business, and that
during employment with the Company and at all times thereafter, Executive shall
not, directly or indirectly, disclose to any competitor or other person or
entity (other than current employees of the Company) any Confidential
Information that Executive obtains while performing services for the Company,
except as may be required in Executive’s reasonable judgment to fulfill his/her
duties hereunder or to comply with any applicable legal obligation.

     

    (c) Non-Competition;
Non-Solicitation.

     

    (i) During
Executive’s employment with the Company and for the period of twelve (12) months
immediately after the termination of Executive’s employment with the Company
(including any parent, subsidiary, affiliate or division of the Company) for any
reason whatsoever, and whether voluntary or involuntary, Executive shall not
invest in (other than in a publicly traded company with a maximum investment of
no more than 1% of outstanding shares), counsel, advise, consult, be employed or
otherwise engaged by or with any entity or enterprise (“Competitor”) that
competes with (A) the Company’s business of providing Medicaid managed care
services, Medicaid-related services, behavioral health, nurse triage or pharmacy
compliance specialty services or (B) any other business in which, after the date
of this Agreement, the Company (or any parent, subsidiary, affiliate or division
of the Company) becomes engaged (or has taken substantial steps in which to
become engaged) on or prior to the date of termination of Executive’s
employment. For
purposes of paragraph 8, Executive agrees that this agreement not to compete
applies to any Competitor that does business within the state of Missouri or and
any other state in which Centene does business, and that such geographical
limitation is reasonable.

     

    (ii) During
Executive’s employment with the Company (or any parent, subsidiary, affiliate or
division of the Company) and for the period of twelve (12) months immediately
after the termination of Executive’s employment with the Company (or any parent,
subsidiary, affiliate or division of the Company) for any reason whatsoever, and
whether voluntary or involuntary (“Restricted Period”), Executive will not,
either directly or indirectly, either for himself or for any other person, firm,
company or corporation, call upon, solicit, divert, or take away, or attempt to
solicit, divert or take away any of the customers, prospective customers,
business, vendors or suppliers of the Company (or any parent, subsidiary,
affiliate or division of the Company) that Executive had dealings with, or
responsibility for, or about which Executive had access to the Company’s
Confidential Information or such customers’, vendors’ or suppliers’ confidential
information.

     

    (iii) Executive
shall not, at any time during the Restricted Period, without the prior written
consent of the Company, (1) directly or indirectly, solicit, recruit, hire, or
employ (whether as an employee, officer, director, agent, consultant or
independent contractor) any person who was or is at any time during the previous
six (6) months an employee, representative, officer or director of the Company
(or any parent, subsidiary, affiliate or division of the Company); or (2) take
any action to encourage or induce any employee, representative, officer or
director of the Company (or any parent,
subsidiary, affiliate or division of the Company) to cease their relationship with the Company
(or any parent, subsidiary, affiliate or division
of the Company) for any reason.

     

    (iv) This
Section 8(c) shall not apply if a "Change in Control" (as defined in Section
1(c)) occurs under Section 1(c)B thereof, or if such Change in Control occurs
under Section 1(c)A or 1(c)C thereof without the prior approval, recommendation
or consent of the Board of Directors of the Corporation.

     

    (d) Enforcement.  If
any of the provisions or subparts of this Section 8 shall be held to be invalid
or unenforceable by a court of competent jurisdiction, the remaining provisions
or subparts thereof shall nevertheless continue to be valid and enforceable
according to their terms.  Further, if any restriction contained in
the provisions or subparts of this Section 8 is held to be overbroad or
unreasonable as written, the parties agree that the applicable provision should
be considered to be amended to reflect the maximum period, scope or geographical
area deemed reasonable and enforceable by the court and enforced as
amended.

     

    (e) Remedies for
Breach.

     

    (i) Because
Executive’s services are unique and because Executive has access to the
Company’s Confidential Information, the parties agree that any breach or
threatened breach of this Section 8 will cause irreparable harm to the Company
and that money damages alone would be an inadequate remedy.  The
parties therefore agree that, in the event of any breach or threatened breach of
this Section 8, and in addition to all other rights and remedies available to it
under this Agreement or otherwise, and whether in equity or at law, the Company
may apply to any court of competent jurisdiction for specific performance and/or
injunctive or other relief, without a bond, in order to enforce or prevent any
violations of the provisions of this Section 8.

     

    (ii) Executive
acknowledges and understands that, but for agreeing to be bound to the
provisions of this Section 8, Executive would not be entitled to receive the
benefits and payments promised by Employer pursuant to Section 3, including all
subparts thereto.  Executive agrees that any breach of this Section 8
would constitute a material breach of this Agreement and subjects Executive to
the forfeiture of all payments made pursuant to Section 3 of this Agreement, as
well as the forfeiture of any of the Executive’s existing equity awards, as
referenced in Section 3(d).  Employer expressly reserves the right to
pursue all other legal and equitable remedies available to it by virtue of any
breach of this Section 8, including without limitation injunctive relief as
provided in Section 8(e)(i) above.

     

    (iii) Executive
acknowledges and agrees that the remedies provided for in this Section 8(e) are
cumulative and not exclusive of any and other remedies available under this
Agreement or otherwise, and whether in equity or at law.  In that
regard, Executive acknowledges and agrees that, while the forfeiture of payments
and benefits referenced in Section 8(e)(ii) is appropriate in the event of a
breach of Section 8, injunctive relief to prevent a continuing breach would
still be necessary to give the Company an adequate remedy.

     

    (f) Survival.  The
provisions of this Section 8 shall survive and continue in full force in
accordance with their terms notwithstanding any termination of this Agreement or
any termination of Executive’s employment for any reason (whether voluntary or
involuntary).

     

    9. Outplacement and Subsequent
Employment.  For a period of up to six (6) months from the date
of the Qualifying Termination, the Company shall provide outplacement services
to Executive that are comparable to other Executives at this level who have
terminated.  Outplacement services shall be provided by an entity
selected by the Company.  The Executive will use his/her best efforts,
consistent with the terms of Section 8, to become gainfully employed during the
period the Executive is receiving benefits under this Agreement.  If
the Executive accepts other employment during the severance period he/she will
promptly notify Company of the compensation receivable or which the Executive
expects to receive from that employment that is attributable to the remaining
period of the severance period.  All payments otherwise payable under
this Agreement, with the exception of payments made pursuant to Section 6, may
be reduced, in the discretion of the Company, by the amount of any compensation
receivable or which the Executive expects to receive attributable to subsequent
employment through the severance period.

     

    10. Reformation.  If
any provision(s) of this Agreement shall be found invalid, illegal, or
unenforceable, in whole or in part, then such provision(s) shall be deemed to be
modified or restricted to the extent and in the manner necessary to render the
same valid and enforceable or shall be deemed excised from this Agreement, as
the case may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law, as if such provision(s) had been originally
incorporated herein as so modified or restricted or as if such provision(s) had
not been originally incorporated herein, as the case may be.

     

    11. Governing Law;
Venue.  This Agreement will be governed under the internal laws
of the State of Missouri, without regard to its conflict of law
principles.  Executive agrees that the State and Federal courts
located in the State of Missouri shall have exclusive jurisdiction in any
action, suit or proceeding based on or arising out of this Agreement, and
Executive hereby:  (a) submits to the personal jurisdiction of such
courts; (b) consents to the service of process in connection with any action,
suit, or proceeding against Executive; and (c) waives any other requirement
(whether imposed by statute, rule of court, or otherwise) with respect to
personal jurisdiction, venue or service of process.

     

    12. Attorneys’
Fees.  Executive and the Company agree that, in the event a
dispute arises that concerns paragraph 8 of this Agreement, the Prevailing Party
shall be entitled to recover all of their reasonable fees and expenses,
including, without limitation, reasonable attorneys’ fees and expenses incurred
in connection with the dispute.  A “Prevailing Party” is one who is
successful on any significant substantive issue in the action and achieves
either a judgment in such party’s favor or some other affirmative
recovery.

     

    13. No Contract of
Employment.  This Agreement does not constitute a contract of
employment, and Executive acknowledges that Executive’s employment with the
Company is terminable at will by either party with or without cause and with or
without notice.

     

    14. Conflict.  If
any provision of this Agreement conflicts with any other agreement, policy,
plan, practice or other the Company document, then the provisions of this
Agreement will control.  This Agreement will supersede any prior
agreement between Executive and the Company with respect to the subject matter
contained herein and may be amended only by a writing signed by an officer of
the Company and the Executive.

     

    15. Code Section
409A.  To the extent applicable,
it is intended that this Agreement shall comply with the provisions of Section
409A of the Code, and this Agreement shall be construed and applied in a manner
consistent with this intent.  In
the event that any payment or benefit under this Agreement is determined by the
Company to be in the nature of a deferral of compensation, the Company and the
Executive hereby agree to take such actions, not otherwise provided herein, as
may be mutually agreed between the parties to ensure that such payments
comply with the applicable provisions of Section 409A of the Code and the
Treasury Regulations thereunder.  To the extent that any payment or
benefit under this Agreement is modified by reason of this Section
15, it shall be modified in a manner that
complies with Section 409A and preserves to the maximum possible extent the
economic costs or value thereof (as applies) to the respective parties
(determined on a pre-tax basis).

     

    16. Withholding.  All
compensation paid or provided to Executive under this Agreement shall be subject
to any applicable income, payroll or other tax withholding
requirements.

     

    17. Assignment.  This
Agreement shall be for the benefit of and shall be binding upon the Company and
Executive and their respective heirs, personal representatives, legal
representatives, successors and assigns.  Executive expressly consents
to the Company assigning this Agreement, including the provisions of Section 8
hereof.

     

    18. Counterparts.  This
Agreement may be executed in one or more counterparts, which together shall
constitute a valid and binding agreement.

     

    IN
WITNESS WHEREOF, Executive and the Company, by its duly authorized
representatives, have executed this Agreement effective as of the date set forth
below.

    


    
      	 
      	
              CENTENE
      CORPORATION

            


    

    


    
      	
               

              [Executive]

            	
              By:                                                                

            


    

    


    
      	
               

              Date

            	
               

              Date