-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LtN7y2KC6IHObQpyRGC35wTFI0ncSmbdidMXTRiBbHUchv9C+8ax1++CkukMlcJD LD1ZtzipBovizQyHH/G7Ng== 0001140361-08-008329.txt : 20080401 0001140361-08-008329.hdr.sgml : 20080401 20080401161524 ACCESSION NUMBER: 0001140361-08-008329 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENE CORP CENTRAL INDEX KEY: 0001071739 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 041406317 BUSINESS ADDRESS: STREET 1: 7711 CARONDELET AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147254477 MAIL ADDRESS: STREET 1: 7711 CARONDELET AVE STREET 2: SUITE 800 CITY: ST LOUIS STATE: MO ZIP: 63105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DITMORE ROBERT K CENTRAL INDEX KEY: 0001205242 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31826 FILM NUMBER: 08729580 MAIL ADDRESS: STREET 1: 1142 VIA PALO ALTO CITY: APTOS STATE: CA ZIP: 95003 4 1 doc1.xml FORM 4 X0202 4 2008-03-31 0 0001071739 CENTENE CORP CNC 0001205242 DITMORE ROBERT K 7711 CARONDELET AVENUE ST. LOUIS MO 63105 1 0 0 0 Common Stock 2008-03-31 4 A 0 1857.749 14.13 A 272193.297 D Common Stock 15250 I By spouse Common Stock 5600 I See footnote Common Stock 59200 I See footnote Common Stock Option (right to buy) 7.57 2004-05-03 2012-07-24 Common Stock 22500 22500 D Common Stock Option (right to buy) 16.65 2005-04-26 2014-05-04 Common Stock 10000 10000 D Shares represent restricted stock units reserved in lieu of cash payment of fees under the Company's Non-employee Directors Stock Compensation Plan. Mr. Ditmore's ownership includes 3,127 restricted stock units which will vest in full on April 24, 2008. Shares owned by spouse who shares Mr. Ditmore's household. Mr. Ditmore disclaims beneficial ownership of the shares held by his spouse, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Owned by the Ditmore 2002 Charitable Remainder Trust, of which Mr. Ditmore is a co-trustee. Owned by the Ditmore Family Management Company LLC, of which Mr. Ditmore is a chief manager. Mr. Ditmore disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. /s/ Eric R. Slusser (executed by attorney-in-fact) 2008-04-01 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document
Exhibit 24.1

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
 
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Michael F. Neidorff, Keith H. Williamson and Eric R. Slusser signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:
 
(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Centene Corporation (the “Company”), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”);
 
(2)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
 
(3)
seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
 
(4)
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.  The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of February 3, 2008.
 
 
 
 
 /s/ Robert Ditmore  
    Robert Ditmore  
       
 
 
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