EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

EXECUTIVE SEVERANCE
AND CHANGE IN CONTROL AGREEMENT

In this Executive Severance and Change in Control Agreement dated as of ________ __, 200_ (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. 1. Definitions . For purposes of this Agreement, the following terms shall have the definitions as set forth below:
   2. 1. "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, expense reimbursements and other cash entitlements accrued by Executive as of the date of termination to the extent not theretofore paid, and (C) all other benefits which have been earned and accrued as of the date of termination. 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.
      2. "Cause" shall mean (A) Executive's willful and continued failure to perform substantially the duties of his/her employment (other than due to physical or mental incapacity) or (B) Executive's willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; provided, however, that no act or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Company; provided further that no act or omission by Executive shall constitute Cause hereunder unless the Company has given detailed written notice thereof to Executive, and Executive has failed to remedy such act or omission within fifteen (15) days after receiving such notice.
      3. "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.
      4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
      5. "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, and (iii) a request by the Company or the entity surviving the transaction that resulted in the Change in Control that Executive relocate outside of the [St. Louis] metropolitan area which Executive refuses, and which reduction, change or relocation is not remedied in a reasonable period of time (which shall not be greater than thirty (30) days) after receipt of written notice from Executive specifying that "Good Reason" exists for purposes of this Agreement.
      6. "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.
   3. 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 paid vacation in accordance with the policies and practices of the Company as in effect from time to time with respect to senior executives employed by the Company, but in no event shall such vacation time be less than four (4) weeks per calendar year (prorated for the portion of the calendar year during which the Executive is employed by the Company).
   4. 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:
   5. 1. 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).
      2. 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 therefor shall be determined by the Company in its sole discretion. Any such bonus amount shall be paid at the same time as annual bonuses for the year are paid to the Company's officers generally.
      3. Subject to Section 7, during the twelve (12) month period of salary continuation, the Company shall pay for a portion of the health, dental [and vision] 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 active employees for similar coverage, rather than the full COBRA premium amount, and the Company shall pay the remainder of the COBRA premium amount.
      4. Subject to Section 7, during the twelve (12) month period of salary continuation, 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.
   6. 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"):
   7. 1. The Executive's employment with the Company and all of its subsidiaries is terminated:
      2. 1. On the day of, or within twenty-four (24) months after, the occurrence of a Change in Control; or
         2. Prior to a Change in Control but at the request of any third party participating in or causing the Change in Control; or
         3. Otherwise in connection with or in anticipation of a Change in Control; and
      3. The termination of Executive's employment was a Qualifying Termination.
   8. Change in Control Severance Pay .
   9. 1. 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.
      2. 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, 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.
   10. 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 therefrom, 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. 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 recog