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



Leadership Changes. On December 14, 2022, Centene Corporation (the "Company")
announced that the Board of Directors of the Company had appointed Kenneth
Fasola, 63, as President of the Company and James Murray, 69, as Executive Vice
President, Chief Operating Officer of the Company effective as of December 14,
2022. Brent Layton, the Company's current President and Chief Operating Officer,
will transition to the role of Senior Advisor to the Chief Executive Officer as
a non-executive officer until his planned retirement on December 31, 2023.

Mr. Fasola has served as the Company's Executive Vice President of Health Care
Enterprises since January 6, 2022. Beginning in November 2019, Mr. Fasola served
as the Chief Executive Officer and a member of the Board of Directors of
Magellan Health Inc, until the Company acquired it on January 4, 2022. Mr.
Fasola previously served as Chief Growth Officer of Ancillary and Individual
Health Services at United Healthcare from April to November 2019. Prior to that
position, he served as Chairman, President and Chief Executive Officer of
HealthMarkets, Inc., a subsidiary of UnitedHealth Group, from September 2010
through January 2019. Prior to joining HealthMarkets, Mr. Fasola spent nearly 20
years in executive leadership roles at UnitedHealth Group and Humana. Mr. Fasola
holds a Bachelor of Science in Health Planning and Administration from
Pennsylvania State University and was named an Alumni Fellow in 2010.

Mr. Murray has served as Chief Transformation Officer of the Company since
January 6, 2022, leading the Company's Value Creation Office as well as its
Behavior Health business. Prior to that, beginning in January 2020, Mr. Murray
was the President and Chief Operating Officer of Magellan Health, Inc., where he
oversaw the Magellan Behavioral and Specialty Health and Magellan Complete Care
business segments. During 2019, Mr. Murray served as President of PrimeWest
Health, a Dallas-based company which supports physician shift to value-based
care. From 2017 to 2019, he served as Chief Executive Officer of LifeCare
HealthPartners, a Dallas-based hospital system. Prior to that, Mr. Murray served
as Executive Vice President and Chief Operating Officer of Humana and has held
other significant leadership roles over a career spanning nearly three decades.
Mr. Murray holds a Bachelor of Science in Accounting from the University of
Dayton and is a certified public accountant.

There are no arrangements or understandings between Messrs. Fasola or Murray and
any other persons pursuant to which either was elected to serve as an executive
officer. There are no family relationships between Mr. Fasola or Mr. Murray and
any director or executive officer of the Company. Neither Mr. Fasola nor Mr.
Murray has any direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.

Amendment to Layton Employment Agreement
Mr. Layton's employment agreement with the Company, dated as of April 27, 2022,
has been amended, effective December 13, 2022 (the "Employment Agreement
Amendment") to provide for Mr. Layton to assume the role of Senior Advisor to
the Chief Executive Officer of the Company. All other terms of Mr. Layton's
employment agreement remain in full force and effect.

The foregoing description of the Employment Agreement Amendment is qualified in
its entirety by reference to the full text of the Employment Agreement
Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated
by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE



On December 14, 2022, the Company issued a press release announcing the events
described in Item 5.02 above. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended
to be furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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  Exhibit Number                                          Description
       10.1                Amendment to Executive Employment Agreement

between Centene Corporation and


                         Brent Layton dated December     13    , 2022.
       99.1                Press Release, dated December 14, 2022  .
       104               Cover page information from Centene Corporation's

Current Report on Form 8-K


                         filed on December 14, 2022 formatted in iXBRL

(Inline Extensible Business


                         Reporting Language).

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