UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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8735 Henderson Road • Tampa, Florida 33634 • (813) 290-6200 • www.wellcare.com

July 1, 2009

Dear Shareholder:

     You are cordially invited to attend the 2009 annual meeting of shareholders of WellCare Health Plans, Inc. to be held on July 30, 2009, at 10:00 a.m. Eastern Time, at the Grand Hyatt Tampa Bay, 2900 Bayport Drive, Tampa, Florida 33607.

     At the meeting you will be asked to: (a) elect seven Directors; (b) approve and adopt an amendment to our certificate of incorporation to declassify our Board of Directors; (c) approve and adopt an amendment to our certificate of incorporation to provide that Directors may be removed with or without cause (except for Class III Directors serving the remaining portion of a multi-year term, who, if the amendment is approved and adopted, could not be removed without cause prior to the end of their current multi-year term); (d) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2009; and (e) transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

     The accompanying proxy statement provides a detailed description of these proposals. We urge you to read the accompanying materials so that you will be informed about the business to be addressed at the annual meeting.

     It is important that your shares be represented at the annual meeting. Accordingly, we ask you, whether or not you plan to attend the annual meeting, to complete, sign and date your proxy card and return it to us promptly in the enclosed envelope or to otherwise vote in accordance with the instructions on your proxy card. You could save us money by voting through the internet or by telephone. If you attend the meeting, you may vote in person, even if you have previously mailed in your proxy. However, if you hold your shares in a brokerage account, or “street name,” you will need to provide a proxy from the institution that holds your shares reflecting stock ownership as of the record date to be able to vote by ballot at the meeting.

     We look forward to seeing you at the meeting.

IF YOU PLAN TO ATTEND THE MEETING:

     Registration and seating will begin at 9:30 a.m. Eastern Time on July 30, 2009. Shareholders and their guests will be asked to sign-in and may be asked to present valid picture identification. Shareholders holding stock in street name will need to obtain a proxy from the institution that holds their shares to evidence stock ownership as of the record date. If you require special accommodations (such as wheelchair access) to participate in this meeting, please send a written request to Timothy S. Susanin, our Secretary, at WellCare Health Plans, Inc., 8735 Henderson Road, Tampa, Florida 33634 by July 15, 2009 with your request. After July 15, we cannot guarantee that we can accommodate your request.

Sincerely,

Heath G. Schiesser
President and Chief Executive Officer

WELLCARE HEALTH PLANS, INC.
8735 Henderson Road
Tampa, Florida 33634

Notice of Annual Meeting of Shareholders

TIME AND DATE		10:00 a.m. Eastern Time on July 30, 2009.
PLACE		Grand Hyatt Tampa Bay 2900 Bayport Drive Tampa, Florida 33607
PURPOSE		a.   To elect seven Directors;
		b.   To approve and adopt an amendment to our certificate of incorporation to declassify our Board of Directors;
		c.   To approve and adopt an amendment to our certificate of incorporation to provide that Directors may be removed with or without cause (except for Class III Directors serving the remaining portion of a multi-year term, who, if the amendment is approved and adopted, could not be removed without cause prior to the end of their current multi-year term);
		d.   To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2009; and
		e.   To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
RECORD DATE		You can vote if you were a shareholder of record at the close of business on June 3, 2009.
PROXY VOTING		It is important that you vote your shares. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders have the option of voting through the internet or by telephone. Please refer to your proxy card to determine if there are other voting options available to you. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.

This notice and the enclosed proxy statement are first being made available to our shareholders on or about July 1, 2009.

Timothy S. Susanin

Senior Vice President, General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON JULY 30, 2009:

This proxy statement and our annual report to shareholders are available on our
website at http://www.wellcare.com/2009shareholdermeeting

Tampa, Florida
July 1, 2009

TABLE OF CONTENTS

		PAGE
INTRODUCTION			1
REDUCE PRINTING AND MAILING COSTS			1
ABOUT THE MEETING			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			3
PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS			6
BOARD OF DIRECTORS			8
EXECUTIVE OFFICERS			10
CORPORATE GOVERNANCE AND RELATED MATTERS			12
DIRECTOR COMPENSATION AND RELATED INFORMATION			19
COMPENSATION DISCUSSION AND ANALYSIS			23
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			34
EXECUTIVE COMPENSATION			34
PROPOSAL NUMBER TWO — AMENDMENT OF CERTIFICATE OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS			49
PROPOSAL NUMBER THREE — AMENDMENT OF CERTIFICATE OF INCORPORATION TO PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE			51
AUDIT MATTERS			52
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52
REPORT OF THE AUDIT COMMITTEE			52
PROPOSAL NUMBER FOUR — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53
ADDITIONAL INFORMATION			54
APPENDIX A —
AUDIT COMMITTEE CHARTER			A-1
APPENDIX B —
PROPOSED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			B-1

WELLCARE HEALTH PLANS, INC.

8735 Henderson Road
Tampa, Florida 33634

Proxy Statement for Annual Meeting
To Be Held July 30, 2009

INTRODUCTION

     This proxy statement is being furnished to shareholders of WellCare Health Plans, Inc., a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at our annual meeting of shareholders to be held on July 30, 2009, at 10:00 a.m. Eastern Time, at the Grand Hyatt Tampa Bay, 2900 Bayport Drive, Tampa, Florida 33607, and any adjournment or postponement of the meeting. This proxy statement is dated July 1, 2009 and is first being made available to shareholders on or about July 1, 2009.

REDUCE PRINTING AND MAILING COSTS

     If you share the same last name with other shareholders living in your household, you may receive only one copy of our proxy statement and 2008 annual report. Please see the section entitled “Multiple Shareholders Having the Same Address” at the end of this proxy statement for more information on this important initiative to reduce printing and mailing costs.

     You may help us reduce printing and mailing costs further by opting to receive future proxy materials by e-mail. Please see the response to the question “Can I access the proxy materials on the internet?” below for more information on electronic delivery of proxy materials.

ABOUT THE MEETING

What is the purpose of the annual meeting?

     At the annual meeting, shareholders will be asked to consider and vote upon four proposals: (a) to elect seven Directors; (b) to approve and adopt an amendment to our certificate of incorporation to declassify our Board of Directors; (c) to approve and adopt an amendment to our certificate of incorporation to provide that Directors may be removed with or without cause (except for Class III Directors serving the remaining portion of a multi-year term, who, if the amendment is approved and adopted, could not be removed without cause prior to the end of their current multi-year term); and (d) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2009. You will also be asked to vote on such other business as may properly come before the meeting or any adjournment or postponement of the meeting. In addition, management will report on our performance and respond to your questions.

Who is entitled to vote at the meeting?

     Only shareholders of record at the close of business on June 3, 2009, the date our Board of Directors fixed as the record date for determining holders of issued and outstanding shares of our common stock, par value $0.01 per share, are entitled to notice of and to vote at the annual meeting.

What constitutes a quorum and why is one required?

     The presence at the meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of our common stock issued and outstanding on the record date will constitute a quorum for the transaction of business at the annual meeting. A quorum is required by law for any action to be taken at the annual meeting. As of the record date, there were 42,227,869 shares of common stock issued and outstanding.

     Abstentions, withhold votes and broker non-votes are counted for purposes of determining the number of shares considered to be present or represented at the meeting for purposes of determining quorum, but will not be considered cast on a matter. A broker non-vote occurs when a broker or nominee, holding shares in street name for the beneficial owner, has not received voting instructions from the beneficial owner and either does not have discretionary authority to vote on the matter or has such discretionary authority but does not vote on the matter.

How do I vote?

     If you complete and properly sign and return the accompanying proxy card in time for the meeting, it will be voted as you direct. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. If your shares are held by a broker in street name and you wish to vote at the meeting in person or by proxy, you must obtain a proxy from your broker to evidence your ownership and voting rights.

Can I vote by telephone or electronically?

     You may vote by telephone or electronically through the internet by following the instructions included on your proxy card. We encourage you to vote by telephone or through the internet because such votes are less costly for us to collect and tally. The deadline for voting by telephone or through the internet is 1:00 a.m., Eastern Time, on July 30, 2009.

How many votes do I have?

     Each share of common stock is entitled to one vote. The enclosed proxy card shows the number of shares of common stock that you are entitled to vote.

Can I change my vote?

     Unless your proxy specifies otherwise, proxies will be voted: (a) FOR the election of the nominated Directors; (b) FOR the amendment to our certificate of incorporation to declassify our Board of Directors; (c) FOR the amendment to our certificate of incorporation to provide that Directors may be removed with or without cause (except for Class III Directors serving the remaining portion of a multi-year term, who, if the amendment is approved and adopted, could not be removed without cause prior to the end of their current multi-year term); (d) FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2009; and (e) otherwise in the discretion of the proxies as to any other matter that may come before the annual meeting or any adjournment or postponement of the meeting.

     Any shareholder who has given a proxy has the power to revoke such proxy at any time before it is voted either: (a) by filing a written revocation or a duly executed proxy bearing a later date with Timothy S. Susanin, our secretary, at WellCare Health Plans, Inc., 8735 Henderson Road, Tampa, Florida 33634; (b) by appearing at the annual meeting and voting in person; or (c) by re-voting by telephone or on the internet. Attendance at the annual meeting will not in and of itself constitute the revocation of a proxy. Voting by those present during the conduct of the annual meeting will be by ballot.

How will my votes be counted?

     One or more inspectors of election will count and tabulate all votes at the annual meeting.

What vote is required to approve each proposal?

     Proposal One — Election of Directors. The affirmative vote of a plurality of the votes of the shares present by person or represented by proxy at the meeting and entitled to vote in the election of Directors is required to elect a Director nominee. Withhold votes and broker non-votes will not be treated as voting on this proposal and, accordingly, will have no affect on the outcome of the vote. There is no cumulative voting for Directors.

     Proposal Two — Amendment of Certificate of Incorporation To Provide For Annual Election Of All Directors. The affirmative vote of the holders of at least 66²/₃ percent of the voting power of all shares entitled to vote generally in the election of Directors, voting together as a single class, is required to approve Proposal Two. Because the number of votes required to pass this proposal is 66²/₃ percent of the number of shares entitled to vote, rather than the number of shares actually present and voting, abstentions and broker non-votes will be votes not cast for this proposal and would therefore have the same effect as votes against this proposal. Proposals Two and Three are cross-conditioned on each other. If either Proposal Two or Proposal Three is not approved, then neither proposal will be approved.

     Proposal Three — Amendment of Certificate of Incorporation To Provide That Directors May Be Removed With Or Without Cause. The affirmative vote of the holders of at least 66²/₃ percent of the voting power of all shares entitled to vote generally in the election of Directors, voting together as a single class, is required to approve Proposal Three. Because the number of votes required to pass this proposal is 66²/₃ percent of the number of shares entitled to vote, rather than the number of shares actually present and voting, abstentions and broker non-votes will be votes not cast for this proposal and would therefore have the same effect as votes against this proposal. Proposals Two and Three are cross-conditioned on each other. If either Proposal Two or Proposal Three is not approved, then neither proposal will be approved.

     Proposal Four — Ratification of Appointment of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy and entitled to vote at the meeting is required to approve this proposal. Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote on this proposal. Broker non-votes will not be treated as voting on this proposal and, accordingly, will have no affect on the outcome of this vote.

     We will post the results of the voting on our website at www.wellcare.com.

Can I access the proxy materials on the internet?

     The Notice of Annual Meeting, Proxy Statement and 2008 Annual Report are available on our website at http://www.wellcare.com/2009shareholdermeeting. Instead of receiving future copies of these materials by mail, most shareholders can elect to receive an e-mail that will provide electronic links to them. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business.

     If you are a shareholder of record you can enroll in the electronic proxy delivery service electronically by going to www.investorvote.com. If you hold your shares in a brokerage account, you may also have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by the institution that holds your shares regarding the availability of this service.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Who are the largest owners of our stock?

     The table below sets forth certain information regarding beneficial owners known to us as of June 17, 2009 of more than 5% of our outstanding shares of common stock. The ownership percentage is based on the number of shares reported by the applicable beneficial owner and the number of shares of our common stock outstanding as of June 17, 2009.

		Ownership
Name and Address		Common Stock				Percent (%)
Fairholme Capital Management, et al.(1) 4400 Biscayne Boulevard, 9th Floor Miami, FL 33137			8,313,407				19.7
Renaissance Technologies, et al. (2) 800 Third Avenue New York, NY 10022			2,857,200				6.8
Barclays Global Investors, et al.(3) 400 Howard Street San Francisco, CA 94105			2,306,969				5.5

How much stock do our executive officers and Directors own?

     The following table sets forth certain information with regard to the beneficial ownership of our common stock as of the close of business on June 17, 2009 by: (a) each Director; (b) each of the executive officers named in the Summary Compensation Table; and (c) all Directors and executive officers (including seven executive officers who are not named in the Summary Compensation Table) as a group.

Name		Common Stock (1)				Percent
David Gallitano			14,354				*
Robert Graham			17,260				*
Regina Herzlinger			46,959				*
Kevin Hickey			44,353				*
Alif Hourani			18,871				*
Ruben King-Shaw, Jr.			25,746				*
Christian Michalik			82,997				*
Neal Moszkowski			25,107				*
Charles G. Berg			380,799				*
Heath G. Schiesser			520,979				1.2
Todd S. Farha(2)			618,835	(5)			1.5
Thomas L. Tran			75,000				*
Paul L. Behrens(3)			197,977	(5)			*
Anil Kottoor(4)			—	(5)			*
Adam T. Miller			64,605				*
Thomas F. O’Neil III			70,912				*
All Directors and Executive Officers as a Group (20 persons)			1,689,991				3.9

How is beneficial ownership determined?

     For purposes of the preceding table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any common stock that such person or group has the right to acquire within 60 days after June 17, 2009. For purposes of computing the percentage of outstanding common stock beneficially owned by each person named above, any shares that such person has the right to acquire within 60 days after June 17, 2009 are deemed outstanding but such shares are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. Each person has sole voting and dispositive power with respect to all of the shares of common stock shown as beneficially owned, subject to community property laws, where applicable. The table below provides additional detail regarding management’s securities ownership.

		Included																Excluded
														Stock				Stock Options				Restricted
														Options that				that Vest in				Stock Units that				Performance
						Unvested				Vested Stock				Vest within				More than 60				Vest in More				Shares that Vest in
Name		Common Stock				Common Stock				Options				60 Days				Days				than 60 Days				More than 60 Days
David Gallitano			—				14,354				—				—				—				—				—
Robert Graham			2,777				—				14,483				—				—				—				—
Regina Herzlinger			18,331				—				28,628				—				—				—				—
Kevin Hickey			26,063				—				18,290				—				—				—				—
Alif Hourani			581				—				18,290				—				—				—				—
Ruben King-Shaw, Jr.			15,081				—				10,665				—				—				—				—
Christian Michalik			31,050				—				51,947				—				—				—				—
Neal Moszkowski			10,822				—				14,285				—				—				—				—
Charles G. Berg			80,799				75,000				187,500				37,500				75,000				—				—
Heath G. Schiesser			101,904				175,709				217,543				25,823				324,675				—				—
Todd S. Farha			618,835				—				—				—				—				—				130,000	(1)
Thomas L. Tran			—				50,000				—				25,000				75,000				8,232				—
Paul L. Behrens			197,977				—				—				—				—				—				—
Anil Kottoor			—				—				—				—				—				—				—
Adam T. Miller			13,732				14,054				35,409				1,410				80,458				10,681				—
Thomas F. O’Neil III			8,412				37,500				25,000				—				75,000				13,109				—
All Directors and Executive Officers as a Group (20 persons)			329,755				479,928				774,889				105,419				1,007,505				72,535				130,000

PROPOSAL NUMBER ONE – ELECTION OF DIRECTORS

Background to Proposal Number One

     Our certificate of incorporation currently provides for a Board of Directors divided into three classes, as nearly equal in number as the then total number of Directors constituting the entire Board permits, with the term of office of one class expiring each year at the annual meeting of shareholders. Each class of Directors is currently elected for a term of three years.

     The Board of Directors presently consists of ten persons: Charles G. Berg, David J. Gallitano, D. Robert Graham, Regina E. Herzlinger, Kevin F. Hickey, Alif A. Hourani, Ruben Jose King-Shaw, Jr., Christian P. Michalik, Neal Moszkowski and Heath G. Schiesser. On January 25, 2008, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, appointed Messrs. Schiesser and Berg to serve as Directors. On March 23, 2009, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Gallitano to serve as a Director. Therefore, Messrs. Schiesser, Berg and Gallitano are being considered for election by the shareholders for the first time at our 2009 annual meeting. The Board of Directors currently has two vacancies. The Nominating and Corporate Governance Committee and management are currently assessing possible candidates to fill these vacancies.

     The term of the current Class I Directors (comprised of Messrs. Gallitano, Hickey and Schiesser and Dr. Herzlinger) was to expire at our 2008 annual meeting of shareholders (the “2008 Annual Meeting”); the term of the Class II Directors (comprised of Messrs. Graham, King-Shaw and Michalik) will expire at our 2009 annual meeting of shareholders (the “2009 Annual Meeting”); and the term of the Class III Directors (comprised of Messrs. Berg, Hourani and Moszkowski) will expire at our 2010 annual meeting of shareholders (the “2010 Annual Meeting”). Because we did not hold the 2008 Annual Meeting, Class I Directors were not elected in 2008 and, accordingly, the successors to the Class I Directors will be elected and qualified at the 2009 Annual Meeting.

Relationship of Proposal One to Proposals Two and Three

     As discussed below, pursuant to Proposals Two and Three, the shareholders are being asked to approve and adopt amendments to our certificate of incorporation to declassify our Board of Directors and to provide that Directors may be removed with or without cause (except for Class III Directors currently serving the remaining portion of a multi-year term, who, if the amendment is approved and adopted, could not be removed without cause prior to the end of their current multi-year term). Because both the Class I and Class II Directors are up for election at the 2009 Annual Meeting, if they are elected and the proposed amendments to our certificate of incorporation are approved, the Class I and Class II Directors will be up for election for one-year terms at the 2009 Annual Meeting. However, if the proposed amendments are not approved, the Class I Directors (if elected) will serve for a two-year term to expire at our 2011 annual meeting of shareholders (the “2011 Annual Meeting”) and the Class II Directors (if elected) will serve for a three-year term to expire at our 2012 annual meeting of shareholders (the “2012 Annual Meeting”).

Class I Director Nominees 

     The Board of Directors proposes that David J. Gallitano, Regina E. Herzlinger, Kevin F. Hickey and Heath G. Schiesser be elected to serve as Class I Directors. The Board proposes that each of the Directors serve (i) for a one-year term to expire at the 2010 Annual Meeting, if Proposal Two and Proposal Three are approved by the shareholders or (ii) for a two-year term to expire at the 2011 Annual Meeting, if Proposal Two and Proposal Three are not approved by the shareholders. Unless a shareholder WITHHOLDS AUTHORITY, the holders of proxies representing shares of common stock will vote FOR the election of David J. Gallitano, Regina E. Herzlinger, Kevin F. Hickey and Heath G. Schiesser as Class I Directors. All of these nominees have informed the Board of Directors that they are willing to serve as Directors. Except as discussed below with respect to Mr. Schiesser, the Board of Directors has no reason to believe that any nominee will decline or be unable to serve as a Director. However, if a nominee shall be unavailable for any reason, then the proxies may be voted for the election of such person as may be recommended by the Board of Directors.

     On June 26, 2009, Mr. Schiesser, our President and Chief Executive Officer and a Director, informed the Board of Directors that he intends to resign from his current officer and Director positions upon the appointment of a new President and Chief Executive Officer. After being so informed, the Board of Directors considered his nomination to stand for election as a Director at the 2009 Annual Meeting. In light of Mr. Schiesser’s continuing tenure, the Board of Directors has reaffirmed his nomination. The Board of Directors has formed a Committee on Leadership and Executive Succession, comprised of certain Directors and a non-Director executive officer, to focus on leadership transition at our Company.

Class II Director Nominees

     The Board of Directors proposes that D. Robert Graham, Ruben Jose King-Shaw, Jr. and Christian P. Michalik be elected to serve as Class II Directors. The Board proposes that each of the Directors serve (i) for a one-year term to expire at the 2010 Annual Meeting, if Proposal Two and Proposal Three are approved by the shareholders or (ii) for a three-year term to expire at the 2012 Annual Meeting, if Proposal Two and Proposal Three are not approved by the shareholders. Unless a shareholder WITHHOLDS AUTHORITY, the holders of proxies representing shares of common stock will vote FOR the election of D. Robert Graham, Ruben Jose King-Shaw, Jr. and Christian P. Michalik. All of these nominees have informed the Board of Directors that they are willing to serve as Directors. The Board of Directors has no reason to believe that any nominee will decline or be unable to serve as a Director. However, if a nominee shall be unavailable for any reason, then the proxies may be voted for the election of such person as may be recommended by the Board of Directors.

     The affirmative vote of a plurality of the votes of the shares present by person or represented by proxy at the meeting and entitled to vote in the election of Directors is required to elect a nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR”
THE ELECTION OF DAVID J. GALLITANO, REGINA E. HERZLINGER,
KEVIN F. HICKEY, HEATH G. SCHIESSER, D. ROBERT GRAHAM,
RUBEN JOSE KING-SHAW, JR. AND CHRISTIAN P. MICHALIK

BOARD OF DIRECTORS

Certain Information Regarding Our Directors

     The following is certain information regarding our Directors and their ages as of June 5, 2009:

     Nominees

     Class I

     David J. Gallitano (age 61) has been a member of our Board since March 2009. Mr. Gallitano has been President of Tucker, Inc., a private investment and consulting firm, since 2002. Prior to that, Mr. Gallitano was the Chairman and Chief Executive Officer of APW, Ltd., a manufacturer of specialized industrial products and provider of related services, from 2003 to 2005. From 1993 to 2002, Mr. Gallitano served as Chairman and Chief Executive Officer of Columbia National Inc., a mortgage banking company. From 1986 to 1993 Mr. Gallitano was the Executive Vice President, Principal Transactions Group, for PaineWebber Incorporated. From 1982 to 1986 Mr. Gallitano was with General Electric Corporation, first as Vice President, Strategic Planning and Business Development for General Electric Credit Corporation and then as President and Chief Executive Officer of General Electric Mortgage Capital Corporation. Mr. Gallitano was a consultant with McKinsey & Company from 1975 to 1982 and he served as an electronics specialist with the United States Air Force from 1966 to 1970. Mr. Gallitano currently serves on the board of directors of The Hanover Insurance Group, Inc., a provider of a variety of commercial and personal insurance products, where he also serves on the audit committee of the board. Mr. Gallitano holds a Bachelor of Business Administration from The George Washington University and a Master of Business Administration from the University of Chicago.

     Regina E. Herzlinger (age 65) has been a member of our Board since August 2003. Dr. Herzlinger is the Nancy R. McPherson Professor of Business Administration at the Harvard Business School and has been teaching at Harvard since 1971. Dr. Herzlinger serves as a director of a privately-held company. Dr. Herzlinger received her undergraduate degree from the Massachusetts Institute of Technology and her Doctorate from Harvard Business School.

     Kevin F. Hickey (age 57) has been a member of our Board since November 2002. Since January 2008, Mr. Hickey has served as Principal of HES Advisors, a strategic advisory firm serving the health care, health care technology and life sciences industries. Mr. Hickey also currently serves as a Senior Advisor to Verisk, Inc., a company specializing in health care predictive analytics. From January 2006 to December 2007, Mr. Hickey served as President of D2Hawkeye, Inc. (now a part of Verisk, Inc.). From October 1998 until January 2005, Mr. Hickey served as the Chairman and Chief Executive Officer of IntelliClaim, Inc., a privately-held application service provider that provides insurance payors with capabilities for enhancing claim processing efficiency and productivity. From September 1997 until August 1998, Mr. Hickey was Executive Vice President of Operations and Technology for Oxford Health Plans, Inc. Mr. Hickey also serves as a director of a privately-held company. Mr. Hickey received his undergraduate degree from Harvard University, a Master in Health Services Administration from the University of Michigan and a Juris Doctorate from Loyola College of Law.

     Heath G. Schiesser (age 41) has served as our President and Chief Executive Officer and as a member of our Board since January 2008. Mr. Schiesser originally joined WellCare in 2002 as Senior Vice President of Marketing and Sales. From January 2005 to July 2006, Mr. Schiesser also served as President of WellCare Prescription Insurance. From July 2006 to January 2008, Mr. Schiesser served as Senior Advisor to WellCare. Prior to joining WellCare, Mr. Schiesser worked at the management consulting firm of McKinsey & Company, co-founded an online pharmacy for Express Scripts, and worked in the development of new ventures. A graduate of Trinity University, Mr. Schiesser received a Master of Business Administration from Harvard University.

     On June 26, 2009, Mr. Schiesser, our President and Chief Executive Officer and a Director, informed the Board of Directors that he intends to resign from his current officer and Director positions upon the appointment of a new President and Chief Executive Officer. After being so informed, the Board of Directors considered his nomination to stand for election as a Director at the 2009 Annual Meeting. In light of Mr. Schiesser’s continuing tenure, the Board of Directors has reaffirmed his nomination.

     Class II

     D. Robert Graham (age 72) has been a member of our Board since April 2007. Senator Graham is currently Chair of the Board of Oversight of the Bob Graham Center for Public Service, a political and civic leadership center at the University of

Florida and the University of Miami. From September 2005 until June 2006, Senator Graham served a one-year term as a senior Fellow at Harvard University’s John F. Kennedy School of Government. From January 1987 to January 2005, he served in the United States Senate. From January 1979 to January 1987 Senator Graham was the Governor of the State of Florida. Senator Graham received his Bachelor of Arts degree from the University of Florida and his Bachelor of Laws degree from Harvard Law School.

     Ruben José King-Shaw, Jr. (age 47) has been a member of our Board since August 2003. Since September 2008, Mr. King-Shaw has served as Chief Executive Officer of All-Med Services of Florida, Inc., a durable medical supplies, respiratory therapy and infusion pharmacy. Mr. King-Shaw has served as Chairman and Chief Executive Officer of Mansa Equity Partners Inc., a private equity investment and advisory firm specializing in the health care sector, since July 2006. From October 2004 until June 2006, Mr. King-Shaw was a partner of Pine Creek Healthcare Capital, LLC and from February 2004 until February 2005, he served as President of United Biosource. Mr. King-Shaw served as Senior Advisor to the Secretary of the Department of the Treasury from January 2003 to June 2003. From July 2001 to April 2003, Mr. King-Shaw served as Chief Operating Officer and Deputy Administrator of the federal government’s Centers for Medicare & Medicaid Services. Prior to that, from January 1999 to July 2001, he served as Secretary of the Agency for Health Care Administration of the State of Florida. Mr. King-Shaw serves as a director of several privately-held companies. Mr. King-Shaw received his undergraduate degree from Cornell University and a Master of Business Administration and a Master in Health Services Administration from Florida International University.

     Christian P. Michalik (age 40) has been a member of our Board since May 2002. Since July 2004, Mr. Michalik has served as Managing Director of Kinderhook Industries, a private equity investment firm. Previously he was a partner in Soros Private Equity Partners LLC, the private equity investment business of Soros Fund Management LLC, from January 1999 through December 2003. From 1997 to 1998, Mr. Michalik was an investment manager with Capital Resource Partners, a private equity investment firm. From 1995 to 1996, Mr. Michalik was an associate at Colony Capital, a real estate investment firm. Mr. Michalik serves as a director of several privately-held companies. Mr. Michalik received his undergraduate degree from Yale University and a Master of Business Administration from Harvard Business School.

     Directors continuing in office

     Charles G. Berg (age 51) has served as our Executive Chairman and as a member of our Board since January 2008. Mr. Berg also served as senior advisor to Welsh, Carson, Anderson & Stowe, a private equity firm from January 2007 until April 2009. From July 2004 to September 2006, Mr. Berg served as an executive of UnitedHealth Group. From April 1998 to July 2004, Mr. Berg held various executive positions with Oxford Health Plans, Inc., which included Chief Executive Officer from November 2002 to July 2004, President and Chief Operating Officer from March 2001 to November 2002, and Executive Vice President, Medical Delivery, from April 1998 to March 2001. Mr. Berg serves as a director of DaVita, Inc. Mr. Berg received his undergraduate degree from Macalester College and a Juris Doctorate from the Georgetown University Law Center.

     Alif A. Hourani (age 56) has been a member of our Board since August 2003. Since 1997, Mr. Hourani has served as Chairman and Chief Executive Officer, currently as Executive Chairman, of Pulse Systems, Inc., a practice management and clinical records software company. From 1987 to 1997, Mr. Hourani held various positions, including Chief Executive Officer of Physician Corporation of America/Data Systems, Senior Vice President of Management Information Systems of Physician Corporation of America and Manager of Computer Engineering at the Wolf Creek Nuclear Operating Corporation. Mr. Hourani serves as a director of the Kansas Heart Hospital. Mr. Hourani received his undergraduate degree from the University of Lyon and a Master of Science degree and Doctorate from the University of Strasbourg.

     Neal Moszkowski (age 43) has been a member of our Board since May 2002, serving as chairman from May 2002 through October 2006. Since April 2005, Mr. Moszkowski has been Co-Chief Executive Officer of TowerBrook Capital Partners LP, a private equity investment company. Prior to joining TowerBrook, Mr. Moszkowski was Managing Director and Co-Head of Soros Private Equity Partners LLC, the private equity investment business of Soros Fund Management LLC, where he served since August 1998. From August 1993 to August 1998, Mr. Moszkowski served as Vice President and Executive Director in the Principal Investment area for Goldman, Sachs & Co. and Affiliates. Mr. Moszkowski serves as a director of Bluefly, Inc., Integra LifeSciences Holdings Corporation and Spheris, Inc. as well as several privately-held companies. Mr. Moszkowski received his undergraduate degree from Amherst College and a Master of Business Administration from the Graduate School of Business of Stanford University.

EXECUTIVE OFFICERS

     Rex M. Adams (age 47) has served as our Chief Operating Officer since September 2008.  Prior to joining WellCare, Mr. Adams was the President and Chief Executive Officer of AT&T Incorporated’s East Region, from January 2007 to March 2008. For the period prior to AT&T’s acquisition of BellSouth, Mr. Adams was an officer of BellSouth Corporation from July 2001 to December 2006, serving in various leadership positions.  During the merger transition period from February 2006 to December 2006, Mr. Adams served as Web Development Officer.  From December 2004 to January 2006, Mr. Adams was the President of BellSouth Wholesale Services, and had similar responsibilities as President and Chief Executive Officer of AT&T East Region.  From January 2004 to November 2004, Mr. Adams was Vice-President, Product Development and Management of BellSouth Corporation, where he was responsible for product profitability, development and commercialization.  From July 2001 to November 2004, Mr. Adams was President of BellSouth Long Distance Services, where he was responsible for profit and loss and all areas of BellSouth’s long distance business.  From September 2007 to October 2008, Mr. Adams served on the board of trustees for Yale-New Haven Hospital, a premier teaching and research hospital, and as a member of its Finance and Audit Committee.  Mr. Adams holds a B.S. from the United States Military Academy at West Point and a Masters of Business Administration from the Harvard Business School.

     Walter W. Cooper (age 46) joined us in October 2006 as Senior Vice President of Strategic Initiatives.  He currently holds the position of Senior Vice President of Marketing and Sales and has recently acted as the interim Senior Vice President of Human Resources and is currently acting as the interim Senior Vice President of Health Services. Prior to joining WellCare, Mr. Cooper served in senior-level positions with UnitedHealth Group, including positions as Senior Vice President of United Retiree Solutions, Vice President of Marketing and Product and Vice President of Strategic Initiatives for Specialized Care Services from November 2004 to September 2006.  Mr. Cooper received his Bachelor of Science in Mechanical Engineering and his Masters in Business Administration degrees from Gannon University.

     Michael L. Cotton (age 48) joined us in December 2005 and holds the position of President, South Division. Prior to joining the Company, Mr. Cotton was World Wide Partner and Managing Director for Mercer Human Resources Consulting from October 2001 to December 2005. Prior to joining Mercer, Mr. Cotton was President and Chief Executive Officer of Mid-Valley CareNet, a physician hospital organization, from November 1998 to October 2001. Mr. Cotton attended the Ohio State University and received his undergraduate degree from Franklin University and a Masters in Business Administration from Cleveland State University.

     Alec Cunningham (age 42) joined us in January 2005. He has held several positions within the Company, including Vice President of Business Development, Senior Vice President of Government Relations, and currently President, Florida and Hawaii Division. Prior to joining us, Mr. Cunningham held several positions with WellPoint Health Networks, Inc. from September 1996 to December 2004, most recently Vice President of Business Development and Compliance. From August 1994 to September 1996, Mr. Cunningham worked for the Oklahoma Health Care Authority developing a statewide Medicaid managed care program. Mr. Cunningham received his undergraduate degree from Oklahoma State University and his Master in Business Administration from the University of Southern California.

     Adam T. Miller (age 43) joined us in January 2006. He has held several positions within the Company, including currently Senior Vice President, National Medicare and Government Relations and previously President, National Medicare, Chief Operating Officer of our Medicare Prescription Drug Plan and Private Fee-For-Service businesses. From July 2001 to November 2005, Mr. Miller ran UnitedHealth Group’s Arizona Medicaid program and a related Medicare Special Needs program.  Earlier in his career, Mr. Miller was with General Electric in its Medical Systems business (GE Medical) in a series of strategy, business development and operational roles, from May 1997 to June 2001.  In his last role at GE Medical, Mr. Miller served as Vice President and General Manager of its global Cardiology Systems division.  Prior to joining GE Medical, Mr. Miller was with the Boston Consulting Group where he worked with clients in the pharmaceutical, managed care and medical device industries on issues of growth and profitability enhancement, from 1993 to 1997.  Mr. Miller is a graduate of Harvard Business School and the Wharton School of Business at The University of Pennsylvania.

     Thomas F. O’Neil III (age 52) was appointed our executive Vice Chairman on June 3, 2009. Prior to that, he served as our Senior Vice President, General Counsel and Secretary since April 2008.  Prior to joining WellCare, Mr. O’Neil was a partner of the law firm DLA Piper US LLP and its predecessor from June 2002 through March 2008.  From December 1995 to June 2002, Mr. O’Neil served as Vice President, Chief Litigation Counsel of MCI Communications Corp., Senior Vice President, Chief Counsel of MCI WorldCom, Inc. and General Counsel of The MCI Group.  Earlier in his career Mr. O’Neil was a partner of the law firm of Hogan & Hartson LLP and he served as Assistant U.S. Attorney at the U.S. Department of Justice from March 1986 to December 1989.  Mr. O’Neil received his A.B. from Dartmouth College and his Juris Doctorate

from Georgetown University Law Center.  Mr. O’Neil is a member of the Board of Regents of Georgetown University and the Board of Visitors of Georgetown University Law Center.

     Daniel M. Parietti (age 46) joined us in September 2002 and has served in various capacities, currently as President, North Division. From September 2001 to January 2002, Mr. Parietti served as Chief Operating Officer of La Cruz Azul de Puerto Rico, a Puerto Rican health plan. From May 2000 to September 2001, Mr. Parietti served as Vice President, Network and Delivery Systems Management for Health Net, Inc. From September 1993 to May 2000, Mr. Parietti worked in various leadership positions for Humana, Inc. Mr. Parietti received his undergraduate degree from the United States Military Academy at West Point, and a Masters in Business Administration from George Mason University.

     Jonathan P. Rich (age 48) has served as our Senior Vice President and Chief Compliance Officer since August 2008. From July 2006 to July 2008, Mr. Rich was the General Counsel and Chief Compliance Officer for health insurer Aveta Inc. From 1998 to 2006, Mr. Rich was a senior executive at Oxford Health Plans, Inc. serving first as Vice President and Director of Litigation and Legal Affairs and later as Senior Vice President and General Counsel. From 1989 to 1998, Mr. Rich was an associate at the law firm of Simpson, Thacher & Bartlett in New York. Mr. Rich is a graduate of the University of North Carolina and Columbia University Law School.

     Timothy S. Susanin (age 45) joined WellCare in November 2008 as our Vice President and Chief Counsel — Dispute Management.  Since June 2009 Mr. Susanin has been our Senior Vice President, General Counsel and Secretary.  Prior to joining WellCare, Mr. Susanin was with the Gibbons law firm from 2001 to October 2008, first as counsel and then as partner.  Mr. Susanin was an Assistant U.S. Attorney for the District of Columbia and the Eastern District of Pennsylvania from 1992 to 1998 and an Associate Independent Counsel on the Whitewater investigation from 1998 to 2000.  He also served in the U.S. Navy Judge Advocate General’s Corps from 1988 to 1992.  Mr. Susanin received his undergraduate degree from Franklin & Marshall College and his Juris Doctorate from the Villanova University School of Law.

     Thomas L. Tran (age 52) has served as our Senior Vice President and Chief Financial Officer since July 2008. Prior to joining WellCare, Mr. Tran was the President, Chief Operating Officer and Chief Financial Officer of CareGuide, Inc., a publicly-traded population health management company, from June 2007 to June 2008. From July 2005 to June 2007, Mr. Tran was Senior Vice President and Chief Financial Officer of Uniprise, one of the principal operating businesses of UnitedHealth Group that manages health care benefits programs for employers. From December 1998 to July 2005, Mr. Tran served as Chief Financial Officer of ConnectiCare, Inc., an HMO based in Connecticut. Prior to ConnectiCare, Mr. Tran was Chief Financial Officer of Blue Cross Blue Shield of Massachusetts from May 1996 to July 1997, and Vice President of Finance and Controller of CIGNA HealthCare from February 1993 to May 1996. Mr. Tran holds a degree in accounting from Seton Hall University and a Masters of Business Administration in Finance from New York University.

     Certain Legal Proceedings

     As previously disclosed, in connection with government investigations, five putative shareholder derivative actions were filed between October 29, 2007 and November 15, 2007, naming as defendants certain of our current and former officers and Directors. The first two of these putative shareholder derivative actions, entitled Rosky v. Farha, et al. and Rooney v. Farha, et al., respectively, are supposedly brought on behalf of the Company and were filed in the United States District Court for the Middle District of Florida. Two additional actions, entitled Intermountain Ironworkers Trust Fund v. Farha, et al., and Myra Kahn Trust v. Farha, et al., were filed in Circuit Court for Hillsborough County, Florida. All four of these actions are asserted against all Company directors (and former director Todd Farha) except for David Gallitano, D. Robert Graham, Heath Schiesser and Charles Berg and also name the Company as a nominal defendant. A fifth action, entitled Irvin v. Behrens, et al., was filed in the United States District Court for the Middle District of Florida and asserts claims against all Company directors (and former director Todd Farha) except Heath Schiesser, David Gallitano and Charles Berg and against two former Company officers, Paul Behrens and Thaddeus Bereday. All five actions contend, among other things, that the defendants allegedly allowed or caused the Company to misrepresent its reported financial results, in amounts unspecified in the pleadings, and seek damages and equitable relief for, among other things, the defendants’ supposed breach of fiduciary duty, waste and unjust enrichment. The three actions in federal court have been consolidated. Subsequent to that consolidation, an additional derivative complaint entitled City of Philadelphia Board of Pensions and Retirement Fund v. Farha, et al. was filed in the same federal court, but thereafter was consolidated with the existing consolidated action. A motion to consolidate the two state court actions, to which all parties consented, was granted, and plaintiffs filed a consolidated complaint on April 7, 2008. On October 31, 2008, amended complaints were filed in the federal court and the state court derivative actions. On December 30, 2008, the Company filed substantially similar motions to dismiss both actions, contesting, among other things, the standing of the plaintiffs in each of these derivative actions to prosecute the purported claims in the Company’s name. In an Order entered on March 30, 2009 in the consolidated federal action, the court denied the motions to dismiss the Second Amended

Consolidated Complaint. On April 28, 2009, in the consolidated state action, the court denied the motions to dismiss the Second Amended Consolidated Complaint. On April 29, 2009, upon the recommendation of the Nominating and Corporate Governance Committee of the Company’s Board of Directors, the Board adopted a resolution forming a Special Litigation Committee, comprised of a newly-appointed independent director, David J. Gallitano, to investigate the facts and circumstances underlying the claims asserted in the federal and state derivative cases and to take such action with respect to such claims as the Special Litigation Committee determines to be in the best interests of the Company. On May 1, 2009, the Special Litigation Committee filed in the consolidated federal action a motion to stay the matter until November 2009 to allow the Special Litigation Committee to complete its investigation, and following a hearing on May 14, 2009, the Court granted that motion and stayed the federal action. The Special Litigation Committee filed a substantially identical motion in the consolidated state action, and a hearing on the motion has been set for September 2, 2009. At this time, neither the Company nor any of its subsidiaries can predict the probable outcome of these claims. For more information related to the Special Litigation Committee, please see “Corporate Governance and Related Matters” below.

CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Guidelines

     The Board has developed and adopted Corporate Governance Guidelines to promote the functioning of the Board and its committees. Among other things, the corporate governance guidelines set forth criteria regarding Board member selection and qualification, establishment of committees and committee composition, executive sessions, management succession and director compensation. The guidelines also address the Board’s expectations of each Director in furtherance of the Board’s primary responsibility of exercising its business judgment in the best interests of the Company. In particular, the guidelines address meeting attendance and participation, other directorships and access to independent advisors as well as new director orientation. The Corporate Governance Guidelines also require that the Board conduct an annual performance evaluation to determine whether it and its committees are functioning effectively. The Corporate Governance Guidelines are available on our website at www.wellcare.com. Alternatively, any shareholder may request a print copy of our Corporate Governance Guidelines by contacting us as described in the section entitled “Requests for More Information” below.

Director Independence

     Independence Standards

     Our Corporate Governance Guidelines provide that a majority of the members of our Board must meet the criteria of independence as required by the listing standards of the New York Stock Exchange (the “NYSE”). In addition, each member of the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be independent. No Director qualifies as independent unless the Board determines that the Director has no direct or indirect material relationship with the Company. The Board reviews the independence of its members by requiring that each member complete disclosure and independence questionnaires and by considering all transactions and relationships between each Director or any member of his or her immediate family and the Company and its subsidiaries. The purpose of this review is to determine whether any such relationships or transactions are inconsistent with a determination that the Director is independent. In making independence determinations, the Board applies the standards of the NYSE as follows, in addition to any other relevant facts and circumstances:

	•		A Director, who is, or has been within the last three years, an employee of the Company or any subsidiary, or whose immediate family member is, or has been within the last three years, an executive officer of the Company, is not independent until three years after the end of such employment relationship;
	•		A Director who has received, or has an immediate family member who has received, more than $120,000 per year in direct compensation from the Company or any subsidiary, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 per year in such compensation;
	•		A Director is not independent if he or she: is a current partner or employee of the firm that is the internal or external auditor of the Company or any subsidiary; has an immediate family member who is a current partner of such firm; has an immediate family member who is a current employee of such firm and who personally worked on the Company’s audit; was, or has, an immediate family member who was, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time;
	•		A Director or an immediate family member who is, or has been within the last three years, employed as an executive officer of another company where any of our present executives at the same time serves or served on that company’s

			compensation committee, is not independent until three years after the end of such service or the employment relationship; and
	•		A Director who, or whose immediate family member, is a current executive officer of a company that has made payments to, or received payments from, our Company or any of our subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues, is not independent until three years after such payments fall below such threshold.

     In addition, the Exchange Act and the NYSE rules impose additional independence and qualification standards on our Audit Committee members. Under these standards, each Audit Committee member, in addition to meeting the definition of independence applicable to all Directors, is prohibited from having any direct or indirect financial relationship with the Company, and cannot be an affiliate of the Company or any subsidiary of the Company. The Board has determined that each member of the Audit Committee satisfies these additional standards.

     Independent Directors

     Under the standards set forth above, based upon recommendations from the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board has determined that seven of its current members, including each of the members of the Audit Committee, the Compensation Committee and the Nominating Committee, are independent. The members that the Board has determined are independent are Senator Graham, Dr. Herzlinger and Messrs. Gallitano, Hickey, Hourani, Michalik and Moszkowski.

     In making this determination, the Board considered the recommendation of the Nominating Committee as well as the following relationships:

	•		Senator Graham and/or his immediate family members have an ownership interest of approximately 23% in The Graham Companies, the landlord under a lease agreement with one of our subsidiaries with respect to office space in south Florida. The Board concluded that this relationship did not impair Senator Graham’s independence, primarily because we have had a relationship with The Graham Companies for many years prior to Senator Graham becoming a member of our Board.
	•		Mr. Hickey is a senior advisor to D2Hawkeye, Inc., now a part of Verisk, Inc., a company where he previously served as President from January 2006 to December 2007. In February 2007, we entered into a services contract with D2Hawkeye pursuant to which D2Hawkeye has developed an internet-based portal for certain of our health care providers. The Board has reviewed the salient facts regarding this relationship, including compensation received from D2Hawkeye by Mr. Hickey, Mr. Hickey’s former ownership interest in D2Hawkeye, amounts paid by us to D2Hawkeye, D2Hawkeye’s revenues, the fact that D2Hawkeye has since been purchased by a larger company, Insurance Services Office, Inc. (ISO), and other facts. Following this review, our Board concluded that this relationship did not impair Mr. Hickey’s independence under the standards set forth above. In particular, our payments to D2Hawkeye did not exceed the greater of $1 million or 2% of D2Hawkeye’s gross revenues in any year.
	•		Todd Farha, the Company’s President and Chief Executive Officer until his resignation in January 2008, in the past had invested in several funds managed, directly or indirectly, by private equity firms affiliated with Messrs. Michalik and Moszkowski. In each case Mr. Farha’s investment represented less than 1% of the funds’ aggregate committed capital. Mr. Farha also had a small direct investment in a company in which Mr. Michalik’s firm held a majority ownership interest. Based on a review of these circumstances, our Board determined that these relationships did not impair the independence of Messrs. Michalik and Moszkowski. In addition, Mr. Farha is a first cousin of Mr. Hourani. However, our Board determined that this relationship did not impair Mr. Hourani’s independence.

     Non-Independent Directors

     Mr. King-Shaw has been the Chief Executive Officer of All-Med Services of Florida, Inc., or All-Med, since September 2008. Since December 2002, two of our subsidiaries have been parties to agreements with All-Med pursuant to which All-Med provides durable medical equipment to members of the Company’s Florida health plans. Under these agreements, our subsidiaries paid All-Med an aggregate amount in 2008 that exceeded both $1 million and 2% of All-Med’s consolidated gross revenues. Therefore, the Board has determined that Mr. King-Shaw is not independent.

     The Board determined that Messrs. Schiesser and Berg are not independent based on the fact that each also serves as an executive officer.

Board and Committee Meetings and Annual Meeting Attendance  

     During 2008, the Board of Directors held a total of 26 meetings. No incumbent Director attended fewer than 75% of the aggregate number of meetings of the Board held during the period in which the Director served on the Board and the number of meetings held by all committees of the Board on which the Director served during the periods in which he or she served.

     As stated in our Corporate Governance Guidelines, we believe it is important for the members of our Board to attend the annual meeting of shareholders. The Corporate Governance Guidelines further provide that, to the extent reasonably practicable, we will endeavor to schedule a regular meeting of the Board on the same date as the annual meeting of shareholders. No current member of our Board attended our last annual meeting of shareholders in 2007.

Presiding Director  

     The Board has designated Mr. Hickey to preside over executive sessions of our non-management and independent Directors. In addition, Mr. Hickey has been designated the presiding Director for purposes of receiving communications from interested parties pursuant to the corporate governance rules of the NYSE and from shareholders pursuant to rules of the SEC. You may express your concerns, whether such concerns relate to accounting-related matters or otherwise, by contacting the presiding Director through the communication channels set forth in the section entitled “Communications with Directors” below.

 Committees of the Board of Directors

     The Board of Directors has established the following standing committees: Audit Committee, Compensation Committee, Nominating Committee, Regulatory Compliance Committee and Health Care Quality and Access Committee. The functions, responsibilities and members of each of these standing committees are described briefly below. Each of these committees operates pursuant to a charter which is posted on our website at www.wellcare.com. All members of the Audit Committee, the Compensation Committee and the Nominating Committee are independent Directors under our Director independence standards as described above and the corporate governance rules of the NYSE. In addition, all members of our Audit Committee are independent Directors under the SEC rules for Audit Committees and are financially literate under the NYSE corporate governance rules.

     Our five standing committees are described below and the members of these committees are identified in the following table.

						Nominating and
						Corporate		Regulatory		Health Care Quality
		Audit		Compensation		Governance		Compliance		and Access
Director		Committee		Committee		Committee		Committee		Committee
Charles Berg								X
David Gallitano				X (chair)		X				X
D. Robert Graham						X		X (chair)		X
Regina Herzlinger		X* (chair)
Kevin Hickey						X (chair)		X		X
Alif Hourani		X		X						X
Ruben King-Shaw, Jr.										X (chair)
Christian Michalik		X*				X
Neal Moszkowski				X
Heath Schiesser										X

     Audit Committee

     The principal purpose of the Audit Committee is to assist the Board in the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualification and independence of our independent auditors and the performance of our internal audit function and independent auditors. The Audit Committee also appoints, reviews the plans and results of the audit engagement and compensates and oversees the engagement and provision of services

by our independent auditors. The Audit Committee pre-approves all audit, audit-related, tax and other services conducted by our independent auditors. The Audit Committee also coordinates with our Regulatory Compliance Committee and Health Care Quality and Access Committee regarding regulatory compliance and quality measurement matters that may have an effect on our business, financial statements, compliance policies or internal audit function. The Audit Committee held 18 meetings during 2008.

     Dr. Herzlinger, Mr. Hourani and Mr. Michalik currently serve as the members of the Audit Committee, with Dr. Herzlinger serving as chairperson. The Board has determined that each of the members of the Audit Committee is financially literate and that each of Dr. Herzlinger and Mr. Michalik is an “audit committee financial expert” as such term is defined under Item 407(d) of SEC Regulation S-K. All members of the Audit Committee meet the independence requirements prescribed by the NYSE and the Audit Committee independence requirements prescribed by the SEC.

     Nominating and Corporate Governance Committee

     The Nominating Committee is responsible for developing our Corporate Governance Guidelines and for recommending those guidelines to the Board for adoption. The Nominating Committee is also responsible for periodically reviewing the composition of the full Board to determine whether additional Board members with different qualifications or areas of expertise are needed and making recommendations to the Board regarding the size, composition and functions of the Board and its committees. The Nominating Committee identifies and reviews the qualifications of new Director nominees consistent with selection criteria established by the Board and recommends the slate of nominees for inclusion in the proxy statement. The Nominating Committee’s process for selecting nominees to the Board is described in more detail below under “Nominating and Corporate Governance Committee’s Process for Selecting Nominees to the Board.” The Nominating Committee is also responsible for overseeing the periodic evaluation of the performance of the Board and its committees, for considering questions of independence and possible conflicts of interest of members of the Board and executive officers and for ensuring we are compliant with NYSE corporate governance listing requirements. The Nominating Committee held two meetings during 2008.

     Compensation Committee

     The Compensation Committee provides oversight and guidance for compensation and benefit programs for our associates, executive officers and Board of Directors, reviews and approves the compensation, including base salary and incentive awards and other significant terms of employment, for our executive officers and reviews and make recommendations with respect to incentive compensation plans, equity-based plans and Board compensation. The Compensation Committee reviews and discusses the Compensation Discussion and Analysis, or the “CD&A,” with management and makes a recommendation to the Board for inclusion of the CD&A in our proxy statement. The Compensation Committee also reviews and approves performance goals and objectives (both at the corporate and individual level) applicable to our named executive officers’ compensation (including our Chief Executive Officer), evaluates the named executive officers’ performance in light of those goals and objectives and has sole authority to determine the named executive officers’ compensation based on this evaluation. The Compensation Committee held 12 meetings during 2008.

     Under its charter, the Compensation Committee has the authority to obtain advice and assistance from any officer or employee of the Company or from any outside legal expert or other advisor. Pursuant to this authority, the Compensation Committee has engaged Watson Wyatt Worldwide, or Watson Wyatt, as its compensation consultant.

     In connection with our annual associate review and evaluation process, incentive compensation decisions for our executive officers, including the named executive officers, are generally made by the Compensation Committee in early March and are largely based on prior fiscal year Company and individual performance. For example, in March of a given year, the following decisions are typically made by the Compensation Committee for our executive officers: base salary adjustments; annual cash bonus awards related to prior fiscal year performance based on targets established in the prior fiscal year; long-term incentive awards based on targets established in the prior fiscal year; new annual cash bonus targets; and new long-term incentive targets. Annual cash bonuses and long-term incentive awards are discretionary (except as might otherwise be required by an executive’s employment agreement) and are based on targets that are increased or decreased for overall Company performance and individual performance, each as subjectively determined by the Compensation Committee after receiving recommendations from our Chief Executive Officer for his direct reports.

     The Compensation Committee generally reviews the compensation being paid to the members of the Board of Directors on an annual basis. The Compensation Committee works closely with the Chief Executive Officer as well as Watson Wyatt

when evaluating committee fees (both annual retainer and meeting fees) as well as the value of equity awards, if any, to be awarded to our Board members.

     Additional information on executive compensation programs, including the respective roles of the Compensation Committee, the Chief Executive Officer and Watson Wyatt, is provided in the CD&A in this proxy statement.

     Regulatory Compliance Committee

     The principal purpose of the Regulatory Compliance Committee is to assist the Board in overseeing our regulatory compliance program, including: (i) compliance with federal and state laws, rules and regulations applicable to our business; and (ii) compliance with our corporate ethics and compliance program and related policies by our employees, officers and Directors. The Regulatory Compliance Committee held one meeting during 2008.

     Health Care Quality and Access Committee

     The principal purpose of the Health Care Quality and Access Committee is to assist the Board by providing general oversight of our policies and procedures governing health care quality and access for our members. In furtherance of this purpose, the Health Care Quality and Access Committee’s primary responsibilities are to (i) establish and maintain the corporate definition of health care quality and access and (ii) develop, review and approve our health care quality and access strategy. The Health Care Quality and Access Committee held three meetings during 2008.

     Special Committee and Special Litigation Committee

     In addition to the above-described standing committees, the Board has established a Special Committee and a Special Litigation Committee. In connection with the previously disclosed government investigations, the Special Committee was formed in October 2007 to investigate independently and otherwise assess the facts and circumstances raised in any federal or state regulatory or enforcement inquiries (including, without limitation, any matters relating to accounting and operational issues) and in any private party proceedings, and to develop and recommend remedial measures to the Board for its consideration. The members of the Special Committee are Neal Moszkowski (Chair), Christian Michalik and Ruben King-Shaw, Jr. During 2008, the Special Committee met 12 times. In addition, on April 29, 2009, upon the recommendation of the Nominating Committee, the Board formed a Special Litigation Committee, comprised of a newly-appointed independent Director, to investigate the facts and circumstances underlying the claims asserted in the federal and state derivative suits and to take such action with respect to such claims as the Special Litigation Committee determines to be in the best interests of the Company. David Gallitano is the sole member of the Special Litigation Committee.

     Nominating and Corporate Governance Committee’s Process for Selecting Nominees to the Board

     The Nominating Committee considers candidates for Board membership who are suggested by its members and other Board members, as well as by management, shareholders and other interested parties. The Nominating Committee may also retain a third-party search firm to identify candidates from time to time. For example, the Nominating Committee retained a search firm to assist in identifying and assessing Mr. Gallitano as a candidate for our Board. Shareholders can recommend a prospective nominee for the Board by writing to our corporate secretary at our corporate headquarters and providing the information required by our bylaws, along with whatever additional supporting material the shareholder considers appropriate.

     The Nominating Committee’s assessment of a nominee’s qualification for Board membership includes, among other things, the following criteria:

	•		The diversity, age, background and experience of the candidate;
	•		The personal qualities and characteristics, accomplishments and reputation in the community of the candidate;
	•		The knowledge and contacts of the candidate in the communities in which we conduct business and in our business industry or other industries relevant to our business;
	•		The ability and expertise of the candidate in various activities deemed appropriate by the Board; and
	•		The fit of the candidate’s skills, experience and personality with those of other Directors in maintaining an effective, collegial and responsive Board.

     The initial determination to seek a Board candidate is usually based on the need for additional Board members to fill vacancies or to expand the size of the Board, although the decision can also be based on the need for certain skill sets or qualifications, such as financial expertise. The Nominating Committee’s process for evaluating nominees for Director is the same no matter who makes the recommendation.

     Once the Nominating Committee has determined, in consultation with other Board members if appropriate, that additional consideration of a candidate is warranted, the Nominating Committee may, or it may request third parties to, gather additional information about the prospective candidate’s background, experience and independence. Following review of this information, if the Nominating Committee determines it is appropriate to proceed, the Nominating Committee or other members of the Board will generally interview the prospective candidate. The Nominating Committee then evaluates the prospective nominee against the standards and qualifications set forth above and such other relevant factors that the Nominating Committee or the Board deems appropriate, including the current composition of the Board and the candidate’s personal qualities, skills and characteristics.

     Following this evaluation, if the Nominating Committee believes that the prospective candidate is qualified for nomination, generally the Nominating Committee will make a recommendation to the full Board, and the full Board will make the final determination whether the candidate should be appointed, or nominated for election, to the Board.

Related Person Transactions

     We have a written policy for reviewing transactions between us and our executive officers, Directors and certain of their immediate family members and other related persons, including those required to be reported under Item 404 of Regulation S-K. Under this policy, the Nominating Committee must approve any transaction in which we participate that involves more than $100,000 and in which a related person has a direct or indirect interest. Furthermore, related person transactions that involve executive compensation or compensation for the members of our Board must be approved by the Compensation Committee. Pursuant to our policy, we enter into a transaction with such related persons only if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and is otherwise fair to us.

     As a member of our Board of Directors, Mr. King-Shaw is a related person under our policy. As discussed above, in September 2008, Mr. King-Shaw became the Chief Executive Officer of All-Med, a company with which two of our subsidiaries have contracted for the provision of durable medical equipment to members of the Company’s Florida health plans. These agreements have been in place since 2002. Under these agreements, our subsidiaries paid All-Med an aggregate amount of approximately $6.9 million in 2008. Because these agreements continued after Mr. King-Shaw became the Chief Executive Officer of All-Med, the Nominating Committee reviewed the agreements under our policy and ratified them after determining they were on terms comparable to those that could be obtained in an arm’s length transaction and were fair to us. Mr. King-Shaw’s compensation as Chief Executive Officer of All-Med is not conditioned on these agreements or otherwise directly related to them.

The Corporate Compliance Program  

     Under the direction of our Chief Compliance Officer, our General Counsel and the Board, we recently implemented a comprehensive new and enhanced corporate ethics and compliance program that includes structural enhancements, improved communications with and reporting to our regulators, a new employee training program, called iCare, a new Code of Conduct and Business Ethics (the “Code of Conduct”) and improved policies and procedures. The corporate compliance program covers all aspects of our company and is designed to assist us with conducting our business in accordance with applicable federal and state laws and high standards of business ethics. The corporate compliance program applies to members of our Board, our officers and all of our associates. The following are several of the ways in which we have redesigned and enhanced our compliance program:

	•		Formation of the Regulatory Compliance Committee. As discussed above, our Board formed a Regulatory Compliance Committee to oversee our compliance activities and programs. This committee receives periodic reports from our Chief Compliance Officer and is responsible for oversight of management’s corporate compliance committee, which is discussed below.
	•		Appointment of the Chief Compliance Officer. Our Chief Compliance Officer reports directly to our Chief Executive Officer and the Regulatory Compliance Committee. The Chief Compliance Officer is responsible for monitoring regulatory reporting and regulatory communications, affiliated company arrangements, and political contributions and fund-raising, among other things.

	•		Reorganization of the compliance department. We have separated the compliance function from our legal department and created a standalone compliance department under the supervision of our Chief Compliance Officer. In addition, under the leadership of our Chief Compliance Officer, the compliance department has been reorganized into the following units: Medicare, Medicaid, privacy and corporate compliance.
	•		Enhanced corporate compliance committee. Our corporate compliance committee operates under a charter approved by the Board’s Regulatory Compliance Committee. The reconstituted corporate compliance committee is chaired by our Chief Compliance Officer and comprised of other members of senior management, including our General Counsel, Chief Operating Officer and leaders of our Medicare and Medicaid businesses. The corporate compliance committee has recently introduced iCare, an improved corporate ethics and compliance program for all of our lines of business and corporate functions. In addition, the corporate compliance committee reviews areas of legal, regulatory and compliance risk throughout the Company and, under the oversight of the Regulatory Compliance Committee, is responsible for developing appropriate policies and procedures to address such risks.
	•		Communications with regulators. We are implementing a comprehensive program to help us identify regulatory reporting issues and report such issues to the appropriate federal or state regulator. The program, which is administered under the supervision of our Chief Compliance Officer, is designed to ensure the reliability of the information we communicate to regulators. As part of this program, we have established an internal certification process relating to the data contained in, and preparation of, the reports that we file with regulators. In addition, we will audit sample reports we have filed with state regulators to confirm that they were prepared in compliance with applicable law and are otherwise accurate and complete.
	•		Effective compliance training. iCare includes mandatory compliance training programs, or training modules, for all associates. So far, we have implemented a general compliance training module and a training module on fraud, waste and abuse, and intend to add new training modules from time to time. These training modules are designed to strengthen our associates’ competency, independent judgment and identification of potential violations of applicable law or Company policy.
	•		Enhanced communication of non-retaliation policies and improved reporting channels. As an integral part of the iCare program, we are re-emphasizing to all of our associates that any form of employee retaliation or retribution is prohibited and will result in disciplinary action, including possible termination. We are also continuing to encourage our associates to express concerns or report violations of which they have become aware or have observed. Associates may express concerns through a variety of channels, including an anonymous telephonic hotline, the Company’s compliance intranet, or by contacting directly our Chief Compliance Officer or any member of our legal department.
	•		Enhancement of written policies and procedures. We have adopted new or revised written policies and procedures to reflect a clear commitment to corporate integrity and compliance and a duty to report. As part of this process, earlier this year the Board adopted a new Code of Conduct, which replaced our previous standards of conduct. The Code of Conduct applies to all of our Directors and associates, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Collectively, these written policies will serve as guiding principles that emphasize, among other things, our commitment to financial reporting integrity.

     Our Code of Conduct is available on our website at www.wellcare.com. We intend to disclose future amendments to, or waivers from, the provisions of the Code of Conduct, if any, made with respect to any of our Directors and executive officers on our website. 

Communications with Directors  

     The Board has adopted procedures relating to communications sent to Directors to ensure that such communications are properly managed. Shareholders may contact our Lead Director, non-management members of our Board as a group, the full Board or any individual member of the Board, by writing to the following address:

[Name of Requested Recipient]
WellCare Health Plans, Inc.
8735 Henderson Road
Tampa, Florida 33634
Attn: Chief Compliance Officer

     The communication should clearly identify the issue being raised, the name of the party initiating the communication and contact information for potential follow-up by the recipient.

     In addition, our Board and Audit Committee have established separate procedures for the receipt, retention and treatment of communications related to accounting, internal accounting controls or auditing matters. Both the Director and the Audit Committee communication procedures are available on our website at www.wellcare.com. As described in more detail in the procedures as posted on our website, we generally will not forward to the Directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding WellCare.

     The procedures regarding communicating with the Board and the Audit Committee supplement our Code of Conduct, which is discussed above in the section titled “The Corporate Compliance Program.”

Section 16(a) Beneficial Ownership Reporting Compliance  

     Section 16(a) of the Exchange Act requires our officers and Directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC and NYSE. Officers, Directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Section 16(a) forms that they file.

     Based solely on our review of the copies of such forms, or written representations from reporting persons that all reportable transactions were reported, we believe that all our executive officers, Directors and greater than 10% beneficial owners timely filed all reports they were required to file under Section 16(a) during the fiscal year 2008.

DIRECTOR COMPENSATION AND RELATED INFORMATION

2008 Director Compensation

     In February 2008, the Board appointed Mr. Hickey as Lead Director. Further, in April 2008, the Board established a Regulatory Compliance Committee and a Health Care Quality and Access Committee. In recognition of these new committees and the appointment of a Lead Director, the Board approved the payment of an additional fee of $10,000 per year to the Lead Director and the payment of an additional fee of $2,500 per year for the chair, and $2,000 per year for each non-chair member, of each of the Regulatory Compliance Committee and the Health Care Quality and Access Committee. In addition, the Board approved the payment of an additional fee of $2,500 per year for the chair, and $2,000 per year for each non-chair member of the Nominating Committee, the members of which did not previously receive additional fees for service on this committee. Neither Mr. Schiesser nor Mr. Berg, who are executive officers of the Company, receives additional compensation for his Board service.

     The following table summarizes the fees paid to our Board and committee members as of April 2008:

Annual Fee

for Serving

Annual

Annual Fee

as a Non-

Annual

Annual Audit

Annual

Special

for Serving

Chair

Annual

Audit

Committee

Special

Committee

As the Chair

Member of

Lead

Annual

Committee

Non-Chair

Committee

Non-Chair

of Other

Other

Director

Board Fee

Chair Fee

Member Fee

Chair Fee

Fee

Committees(1)

Committees(1)

Fee

$37,500

$

10,000

$

5,000

$

90,000

$

60,000

$

2,500

$

2,000

$

10,000

     As discussed below under “Compensation Discussion and Analysis — Equity Award Process,” in July 2006, the Compensation Committee determined that all annual equity awards to Board members will be issued effective as of the date of the annual meeting of shareholders. Historically, we have granted equity awards to Board members upon their initial appointment or election to the Board as well as annually although we have not had a standard plan or program as to the number or type of equity awards granted to our non-employee Directors. We did not hold our 2008 annual meeting of shareholders, and consequently, no equity awards were made to the Directors during fiscal year 2008.

2009 Director Compensation

     On March 23, 2009, the Board approved a new Non-Employee Director Compensation Policy (the “Director Compensation Policy”). The Director Compensation Policy is applicable to our non-employee Directors effective for the fiscal quarter commencing April 1, 2009. Similar to the compensation structure of our executives, our Board’s historical compensation was heavily weighted toward equity compensation. Following the commencement of the governmental investigations in October 2007 and the subsequent decline in our stock price, our Board determined it was necessary to analyze our Board compensation program. In addition to trying to balance the distribution of Board compensation between cash and equity, the Board also felt it was necessary to review our Board compensation practices in order to be able to attract new Board members and to bring such practices in-line with market standards. The Compensation Committee retained Watson Wyatt to conduct an analysis of compensation practices at comparable companies and make recommendations as to how to structure our Board compensation policy. The Director Compensation Policy was adopted based in part upon the Watson Wyatt analysis and recommendations.

     Under the Director Compensation Policy, each non-employee Director earns an annual retainer and Board and committee fees as set forth below, paid on a quarterly basis at the end of the applicable quarter. Each non-employee member of the Board and its committees who serves during any portion of a quarterly period, shall be paid the full quarterly retainer and applicable fees.

     The following table summarizes the standing fees paid to our Board and committee members as of April 2009:

Annual Fee

for Serving

Annual

Annual

Annual Fee

as a Non-

Annual

Audit

Annual

Special

for Serving

Chair

Annual

Audit

Committee

Special

Committee

Annual

As the Chair

Member of

Lead

Annual

Committee

Non-Chair

Committee

Non-Chair

Special Litigation

of Other

Other

Director

Board Fee

Chair Fee

Member Fee

Chair Fee

Fee

Committee Fee

Committees(1)

Committees(1)

Fee

$50,000

$

20,000

$

12,000

$

90,000

$

60,000

$

90,000

$

12,000

$

8,000

$

15,000

     In addition to the cash retainers described above, each non-employee Director receives $2,000 for each meeting of the full Board attended in person, telephonically or by way of other remote or electronic means. In addition, unless otherwise determined by the Compensation Committee and subject to the Compensation Committee’s approval, each non-employee Director, other than a non-employee Director joining the Board at the annual shareholders meeting, receives an annual grant of restricted stock valued at approximately $100,000 (based on the closing price on the date of grant), pursuant to and in accordance with the terms and provisions of a restricted stock agreement and the 2004 Equity Incentive Plan (the “2004 Equity Plan”). Unless otherwise determined by the Compensation Committee, all such annual grants are granted on the date of the Company’s annual meeting of shareholders and vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual shareholder meeting. Further, unless otherwise determined by the Compensation Committee and subject to the Compensation Committee’s approval, newly elected or appointed non-employee members of the Board receive an initial grant of restricted stock valued at approximately $150,000 (based on the closing price on the date of grant), pursuant to and in accordance with the terms and provisions of a restricted stock agreement and the 2004 Equity Plan. Such grants of restricted stock vest equally on the first, second and third anniversary of the date of grant.

Other Components of Director Compensation

     We pay all reasonable expenses incurred by Directors for attending Board and committee meetings, for certain director continuing education programs and related expenses and maintain directors and officers liability insurance. We do not provide a retirement plan or perquisites for our non-employee Directors. We have entered into indemnification agreements with each of our Directors in addition to the indemnification that is provided for in our certificate of incorporation and bylaws. These agreements, among other things, provide for the indemnification of expenses specified in the agreements, including attorneys’ fees, judgments, fines and settlement amounts, incurred by the Directors in any action or proceeding arising out of their service as Directors for us, any of our subsidiaries or any other entity to which the Directors provide services at our request.

     All of our Directors’ unvested restricted stock awards and unvested stock options were issued under our 2004 Equity Plan, except for a portion of Mr. Michalik’s stock options. The circumstances under which the vesting of equity awards under the 2004 Equity Plan will accelerate are described below under “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

     Under the provisions of the new Director Compensation Policy described above, we awarded $150,000, or 14,354 shares, of restricted stock to Mr. Gallitano upon his appointment to the Board and expect to award $100,000 worth of restricted stock to each of the non-employee members of the Board on the date of our 2009 annual shareholders meeting.

Stock Ownership Guidelines

     Under the new Director Compensation Policy, each non-employee Director is required to own shares of our common stock (the “Ownership Requirement”) having a value (as described below) equal to the sum of three times the base annual retainer payable to each non-employee Director.

     For purposes of determining ownership, the following will be included in determining whether a non-employee Director has satisfied the Ownership Requirement:

	•		One hundred percent (100%) of the value of shares of our common stock owned individually, either directly or indirectly, including vested and unvested restricted stock or restricted stock unit awards or shares acquired upon exercise of stock options; and
	•		Shares of our common stock owned jointly, or separately by a spouse, domestic partner and/or minor children, directly or indirectly.

     No other rights to acquire shares of our common stock (including stock options or similar rights) shall be considered shares of our common stock owned for purposes of meeting the Ownership Requirements under the Director Compensation Policy.

     For purposes hereof, the value of a share of the Company’s common stock, including vested and unvested restricted stock and restricted stock units, shall be calculated on the last trading day of each calendar year based on the average closing price of our common stock during the prior year (a “Determination Date”). Any subsequent change in the value of the shares of our common stock during that year will not affect the amount of stock a non-employee Director should hold during that year under the policy. If the value of the shares of our common stock increases from year to year, each non-employee Director shall have one year in which to meet the Ownership Requirement.

     In the event the annual retainer increases, each non-employee Director will have four years from the time of the increase to acquire any additional shares needed to satisfy the Ownership Requirement.

     A non-employee Director shall have until the first Determination Date following the fourth anniversary of such non-employee Director’s election or appointment to the Board or upon otherwise becoming a non-employee Director of the Board to satisfy the Ownership Requirement; provided, however, that a non-employee Director who was a non-employee Director of the Company as of April 1, 2009, shall have until December 31, 2013 to meet the Ownership Requirement.

Director Compensation Table

     The table below sets forth the compensation paid to each non-employee member of our Board of Directors in fiscal year 2008.

		Fees Earned or				Stock				Option
		Paid in Cash				Awards(1)				Awards(1)				Total
Name		($)				($)				($)				($)
Robert Graham			50,250				125,170				—				175,420
Regina Herzlinger			59,875				—				1,189				61,064
Kevin Hickey			57,375				—				594				57,969
Alif Hourani			57,125				—				594				57,719
Ruben King-Shaw, Jr.			123,750				—				594				124,344
Christian Michalik			129,625				—				594				130,219
Neal Moszkowski			164,375				125,180				—				289,555
David Gallitano(2)			—				—				—				—

     The following table sets forth certain information regarding unexercised options and stock that has not vested for each non-employee member of our Board of Directors outstanding as of December 31, 2008.

		Option Awards																Stock Awards
		Number				Number												Number				Market
		of				of												of Shares				Value of
		Securities				Securities												or Units				Shares or
		Underlying				Underlying												of Stock				Units of
		Unexercised				Unexercised				Option								That Have				Stock
		Options				Options				Exercise				Option				Not				That Have
		(#)				(#)				Price				Expiration				Vested				Not Vested(1)
Name		Exercisable				Unexercisable				($)				Date				(#)				($)
Robert Graham			10,693				—				90.05				10/26/11				1,389	(2)			17,863
			3,790				—				90.52				12/12/11				—				—
Regina Herzlinger			10,000				—				17.00				07/07/14				—				—
			7,000				—				36.45				07/27/12				—				—
			6,500				—				47.40				06/07/13				—				—
			5,128				—				90.52				12/12/11				—				—
Kevin Hickey			5,000				—				17.00				07/07/14				—				—
			4,500				—				36.45				07/27/12				—				—
			5,000				—				47.40				06/07/13				—				—
			3,790				—				90.52				12/12/11				—				—
Alif Hourani			5,000				—				17.00				07/07/14				—				—
			4,500				—				36.45				07/27/12				—				—
			5,000				—				47.40				06/07/13				—				—
			3,790				—				90.52				12/12/11				—				—
Ruben King-Shaw, Jr.			1,875				—				17.00				07/07/14				—				—
			5,000				—				47.40				06/07/13				—				—
			3,790				—				90.52				12/12/11				—				—
Christian Michalik			33,657				—				6.47				12/31/13				—				—
			5,000				—				17.00				07/07/14				—				—
			4,500				—				36.45				07/27/12				—				—
			5,000				—				47.40				06/07/13				—				—
			3,790				—				90.52				12/12/11				—				—
Neal Moszkowski			10,495				—				91.64				10/20/11				1,364	(3)			17,541
			3,790				—				90.52				12/12/11				—				—
David Gallitano(4)			—				—				—				—				—				—

     The table below sets forth the number of stock options exercised and the value realized upon exercise of the stock options, or the vesting of restricted stock and the value realized, for each non-employee member of our Board of Directors in fiscal year 2008.

		Option Awards								Stock Awards
		Number of								Number of
		Shares								Shares
		Acquired				Value Realized				Acquired				Value Realized
		on Exercise				on Exercise(1)				on Vesting				on Vesting(2)
Name		(#)				($)				(#)				($)
Robert Graham			—				—				1,388				56,936
Regina Herzlinger			—				—				—				—
Kevin Hickey			—				—				—				—
Alif Hourani			—				—				—				—
Ruben King-Shaw, Jr.			—				—				—				—
Christian Michalik			—				—				—				—
Neal Moszkowski			—				—				1,364				58,106
David Gallitano(3)			—				—				—				—

COMPENSATION DISCUSSION AND ANALYSIS

Overview

     This Compensation Discussion and Analysis discusses our historical compensation philosophy and program for fiscal year 2008 as it pertained to our named executive officers, and also addresses compensation decisions that were made in early 2009 that relate to 2008 performance and, in some cases, 2009 and beyond.

     The following individuals constituted our “named executive officers” for 2008:

	•		Heath G. Schiesser and Todd S. Farha, two individuals who served as our principal executive officer during 2008;
	•		Thomas L. Tran and Paul L. Behrens, two individuals who served as our principal financial officer during 2008;
	•		Charles G. Berg, Adam T. Miller and Thomas F. O’Neil III, our three other most highly compensated executive officers who were serving as executive officers at the end of 2008; and
	•		Anil Kottoor, an individual who would have been one of our three other most highly compensated executive officers if he had served as an executive officer at the end of 2008.

     Messrs. Schiesser, Tran, Berg and O’Neil were each appointed to their respective positions during 2008. Each of these executives negotiated employment agreements in connection with their appointment. Consequently, compensation for 2008 for these executives was largely dictated by the terms of their respective employment agreements, which included, among other things, base salary, initial equity awards of restricted stock and stock options, and in some instances, sign-on bonuses and minimum guaranteed bonuses for the first year of employment. Mr. O’Neil’s employment agreement was amended and restated on June 3, 2009. For information related to his amended and restated agreement, see “Executive Compensation — Additional Information With Respect to the Summary Compensation Table and Grants of Plan-Based Awards — Employment Agreements with Named Executive Officers” and “Executive Compensation — Potential Payments to Named Executive Officers upon Termination or Change in Control.”

     Decisions relating to 2008 compensation for Messrs. Miller and Kottoor were driven largely by our desire to retain their services following the commencement of the governmental investigations in October 2007 (as described under “Legal Proceedings” in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2009), and were also designed to increase their total compensation to be in line with similarly-situated executives at companies in our peer group. In the case of Mr. Kottoor, who terminated his employment in December 2008, his compensation was also dictated in part by the terms of his separation agreement. See “Separation Agreements” below for a description of Mr. Kottoor’s separation agreement.

     Messrs. Farha and Behrens each resigned from their respective positions in January 2008, which was before 2008 annual compensation decisions were determined by the Compensation Committee. Consequently, virtually no decisions relating to 2008 compensation were made with regard to either of these individuals; rather, their compensation was dictated by the terms of their separation agreements. See “Separation Agreements” below for a description of Messrs. Farha’s and Behrens’ separation agreements.

Compensation Philosophy

     We have not, and we currently do not, pre-establish performance goals with respect to our performance-based compensation. Our executive compensation program, including decisions relating to performance-based compensation, have been, and continue to be, based on the Compensation Committee’s subjective and discretionary review of overall company and individual executive officer performance, each as subjectively determined by the Compensation Committee after receiving recommendations from our Chief Executive Officer for his direct reports.

     We believe that, prior to 2008, our compensation philosophy and processes reflected those of a newly-public company in many respects. Prior to 2008, our senior management team was in large part the same team that built and helped bring the Company public in 2004. Following our Initial Public Offering (“IPO”), we experienced significant growth which was reflected in the price of our stock, which increased from our IPO price of $17.00 in July 2004 to $122.27 by October 23, 2007, the day before the commencement of the government investigations. Due to the value that our stock represented to our associates, including senior management, the focus of our compensation program prior to 2008 was equity awards in the form of restricted stock and stock options, which were granted on a discretionary basis. Conversely, our cash compensation, including base salaries and annual cash bonuses, was typically less than other companies within the health care industry due to our emphasis on, and success of, our equity compensation program. Accordingly, as a general matter, prior to 2008 we were able to attract and retain our executives with compensation packages providing for relatively low amounts of cash compensation and uncertain future equity awards in exchange for an attractive initial equity grant.

     However, following the commencement of the governmental investigations in October 2007, and the subsequent significant decrease in our stock price, which decreased from $122.27 on October 23, 2007 to $22.87 on November 1, 2007, our ability to attract and retain our associates, including our executives, became much more challenging. In light of this, our Compensation Committee determined we could no longer rely solely on initial equity grants as our primary recruitment and retention tool. To help address these concerns, our Compensation Committee retained Watson Wyatt Worldwide in November 2007 to advise us with respect to how the amounts and composition of executive compensation paid by us, including base salary and annual cash and long-term equity incentive compensation targets, compared to market compensation levels (see “Benchmarking” below). As a result of this review, and as discussed in more detail below, the Compensation Committee approved a compensation package that it felt was more effective given the Company’s maturation to a larger, post-IPO company.

     We anticipate that the Compensation Committee will continue to work with Watson Wyatt, the Board and Mr. Schiesser to develop an evolving compensation program that reflects our continued maturation as a public company and the need to attract and retain talented management during our current challenges and beyond.

     Although no significant changes were made in 2009 to the Company’s overall compensation philosophy and structure, we aggressively reduced administrative costs during 2008 in response to various changes in our business and have and are implementing additional cost-cutting measures in 2009, including a salary freeze, management bonus reductions and the suspension of 401(k) retirement plan Company matching contributions. As discussed below, these initiatives affected the 2008 compensation of some of the named executive officers.

Benchmarking

     As discussed above, due to the decline in our stock price and the Compensation Committee’s consequential focus on alternative retention mechanisms, the Compensation Committee engaged Watson Wyatt to perform an analysis of the amounts and composition of executive compensation paid by WellCare, including base salary, annual cash and long-term equity incentive targets, as compared to amounts being paid to similarly-situated employees at companies we believed to be in our peer group.

     For purposes of determining our relevant peer group, Watson Wyatt prepared an analysis, based on the then most recently filed proxy statements, of the compensation practices and levels of publicly-traded comparable medical service and health plan providers. The companies were the following:

2008 Peer Group

	•		Aetna Inc.
	•		AMERIGROUP Corp.
	•		Centene Corp.
	•		Cigna Corp.
	•		Coventry Health Care, Inc.
	•		Express Scripts Inc.
	•		Health Net, Inc.
	•		HealthSpring Inc.
	•		Humana, Inc.
	•		Sierra Health Services, Inc.

     As of December 31, 2007, the market capitalization of these companies ranged from approximately $1.0 billion to $28.9 billion, with a median of $7.2 billion, and revenues ranged from approximately $1.6 billion to $27.6 billion, with a median of $14.1 billion. This compared to our December 31, 2007 market capitalization of approximately $1.8 billion and revenues of approximately $5.3 billion. While our market capitalization and revenues represented the lower end of the peer group range, these companies were nevertheless selected principally because they are representative of the pool of companies in which we compete for talent. These companies were also selected based on their similarity of product offerings, and the size and growth rate of their Medicare and Medicaid businesses.

     In addition to peer group data, Watson Wyatt also analyzed comparable market data from the following published survey sources:

	•		Watson Wyatt 2007/08 Survey Report on Top Management Compensation;
	•		Watson Wyatt 2007/08 Survey Report on Health, Annuity, and Life Insurance Management Compensation;
	•		2007 U.S. Mercer Benchmark Database: Executive Survey Report; and
	•		2007 Mercer Integrated Health Networks (IHN): U.S. Integrated Health Networks Compensation Survey Suite.

     While the Compensation Committee reviewed and considered the comparable market data provided by these surveys, it did not consider or review the compensation paid to executives at the component companies included within such surveys; however, the data from these surveys was scaled to our size using either regression analysis based on revenues or corresponding revenue ranges as provided by the various surveys.

     The peer group data prepared by Watson Wyatt, as well as the comparable market data analyzed by Watson Wyatt, is collectively referred to as the “market data.”

     The fiscal year 2008 market data prepared by Watson Wyatt indicated the following:

	•		cash compensation paid to our executives in the aggregate, consisting of base salary and annual incentive cash compensation, was 16% below the median of the market data; and
	•		ongoing equity awards to our executives in the aggregate was 40% above the 75th percentile of the market data.

     This analysis, coupled with our revised retention mechanisms in light of the Company’s circumstances and decline in stock price, resulted in the Compensation Committee’s determination that base salaries for certain of our associates, including Messrs. Kottoor and Miller, should be increased to be competitive with the median of the market data. With respect to annual and long-term incentive opportunities (consisting of cash and equity awards), the Compensation Committee, upon the recommendation of Mr. Schiesser, determined to target the 50th to 75th percentile of the market data. These changes resulted in our executives’ total direct compensation to range from the 50th to 75th percentile of the market data. In addition to the decreased efficacy of using initial equity awards as the primary retention tool due to our decreased stock price, the Compensation Committee felt targeting this segment of the market data was appropriate as, consistent with other post-IPO companies, base salary and annual cash bonuses would likely begin to become a more significant element of executive compensation as the Company matures.

     As discussed below, for 2008, each of Messrs. Kottoor and Miller’s base salary was increased to bring each executive in line with the median of the market data. In addition, the targeted total cash compensation for Messrs. Kottoor and Miller was at the 70th percentile of the market data, which the Compensation Committee deemed necessary for retention purposes. As

discussed in more detail below, Mr. Miller’s base salary and annual cash incentive compensation was subsequently adjusted for additional retention purposes in April 2008, resulting in his targeted total cash compensation above the 75th percentile.

Negotiation of Employment Agreement Terms for 2008 Hires

     We experienced a significant turnover in our senior management team during 2008. Messrs. Schiesser, Tran, Berg and O’Neil were all appointed to their respective positions during 2008. Recruiting executives was challenging in light of our circumstances following the government investigations. In framing the general compensation package for each of these named executive officers, the Compensation Committee considered a number of quantitative and qualitative factors, including the market data as described in “Benchmarking” above, the total cost of each compensation package, the compensation packages developed for other senior executives in the Company and the terms and conditions that other job candidates were seeking. However, the final terms of each employment agreement were reached after arm’s-length negotiations between us and these executives and were determined by the Compensation Committee, based in part on market data received from Watson Wyatt, to be reasonable. The Compensation Committee also determined that the negotiated terms were necessary to recruit these individuals in a relatively short time frame, and bring the experience the Company needed in light of the challenges we were facing. See “Employment Agreements with Named Executive Officers” below for a description of the employment agreements.

Compensation Program Process and Components

     In connection with our annual associate review and evaluation process, incentive compensation decisions for our executive officers, including the named executive officers, are generally made in early March and are largely based on prior fiscal year company and individual performance. For example, in March of a given year, the following decisions are typically made by the Compensation Committee for our executive officers:

	•		base salary adjustments;
	•		annual cash bonus awards related to prior fiscal year performance based on targets established in the prior fiscal year;
	•		long-term incentive awards based on targets established in the prior fiscal year;
	•		new annual cash bonus targets; and
	•		new long-term incentive targets.

     Annual cash bonuses and long-term incentive awards are discretionary (except as might otherwise be required by an executive’s employment agreement) and are based on targets that are increased or decreased for overall company performance and individual performance, each as subjectively determined by the Compensation Committee after receiving recommendations from our Chief Executive Officer for his direct reports.

     During fiscal year 2008, our executive compensation program consisted of the following four elements:

	•		base salary;
	•		an annual cash bonus;
	•		long-term incentive awards in the form of cash, restricted stock and stock options; and
	•		retention-related incentive awards in the form of cash and stock options.

Base Salary

     We pay base salary to attract talented executives and to provide a fixed base of cash compensation. Base salaries for executive officers are determined by the Compensation Committee, after considering the market data (as described in “Benchmarking” above), the scope and complexities of an individual’s role, internal equity (in this context, meaning striving to ensure that our executives with similar responsibilities, experience and historical performance are rewarded comparably) and

individual performance. The Compensation Committee is mindful of setting the appropriate level of base salary in order to ensure that total direct compensation is both competitive and reasonable.

     In general, the Compensation Committee considers three factors when determining whether to approve an increase to an executive officer’s base pay: annual merit increases, promotions or changes in role, and market adjustments.

	•		Annual merit increases. The Compensation Committee begins to review potential merit increases in February and merit increases, if any, are usually effective in mid-February or early March. Annual merit increases are not guaranteed and any adjustments take into account the individual’s performance, responsibilities and experience. When making these determinations, the Compensation Committee relies to a large extent on the Chief Executive Officer’s evaluation of the performance of executive officers who report directly to him.
	•		Promotions or changes in role. The Compensation Committee may determine to increase an executive’s base salary to recognize an increase in responsibilities resulting from a change in an executive’s role or a promotion to a new position. The Compensation Committee considers new responsibilities, market data and internal pay equity in addition to past performance and experience when approving any such salary increases.
	•		Market adjustments. Market adjustments may be awarded to an executive when, in the judgment of the Compensation Committee, a significant gap between the market data and the individual’s base salary is recognized. In general, market adjustments are determined as part of the annual merit review process.

     Fiscal Year 2008 Salaries

     In connection with the review of base salaries for fiscal year 2008, the Compensation Committee determined to approve a base salary increase for Mr. Kottoor of $65,000, from $250,000 to $315,000. The Compensation Committee also determined to approve a base salary increase for Mr. Miller of $45,000, from $280,000 to $325,000. These increases represented market adjustments, and brought each executive’s base salary in line with the median of the market data, while keeping total cash compensation at the 70th percentile of the market data. Following the determination of 2008 base salaries, in April 2008 Messrs. Schiesser and Miller entered into further discussions regarding an additional base salary increase for Mr. Miller. Due to concerns over retaining Mr. Miller, and given the significant increase in our prescription drug plan and private fee-for-service Medicare business and the resulting responsibilities of Mr. Miller since the time of his hire — during which time his overall compensation remained relatively static — the Compensation Committee approved an additional increase in Mr. Miller’s base salary of $75,000, retroactive to February 2008 when other 2008 base salaries increases were effective, bringing his base salary rate for 2008 to $400,000.

     As discussed above, Messrs. Schiesser, Tran, Berg and O’Neil each negotiated base salaries in connection with being recruited by us in 2008. For 2008, the base salaries for Messrs. Schiesser, Tran, Berg and O’Neil were $400,000, $475,000, $500,000 and $500,000, respectively, and such salaries were all included as a term of each executive’s employment agreement executed during 2008. See “Negotiation of Employment Agreement Terms for 2008 Hires” above and “Employment Agreements with Named Executive Officers” below for a description of these employment agreements.

     Messrs. Farha and Behrens each resigned from their respective positions in January 2008, which was before annual compensation decisions were determined by the Compensation Committee. Consequently, no changes were made to their base salaries prior to their respective resignations. See “Separation Agreements” below for a description of these separation agreements.

     Fiscal Year 2009 Salaries

     No salary adjustments for 2009 were made for Messrs. Schiesser, Tran, Berg, Miller or O’Neil.

Incentive Awards

     As a component of total compensation, the Compensation Committee may choose to pay performance-based incentive awards with the intention of driving the achievement of key goals and initiatives for the Company and recognizing individuals based on their contributions to those results. Incentive awards consist of an annual cash bonus award, incentive cash awards that vest over a long-term, restricted stock and/or stock options. Incentive awards are discretionary (except as might otherwise be required by an executive’s employment agreement) and are generally based on pre-established targets that are increased or decreased depending on overall company performance (the “company performance modifier”) and individual performance (the “individual performance modifier”), each as subjectively determined by the Compensation Committee.

     In determining the company performance modifier for a fiscal year, the Compensation Committee uses its discretion in considering a number of quantitative and qualitative factors it considers relevant for that fiscal year. In a favorable or unfavorable year as determined by the Compensation Committee, the company performance modifier could be above or below 100% respectively. The individual performance modifier is based on an executive’s annual performance review and ranges from 0% to 150%, with higher performing executives receiving higher performance multipliers.

     Once the performance modifiers are determined by the Compensation Committee, the bonus payouts are formulaic as follows:

Bonus Payout

=

Pre- Established Bonus Target

x

Company Performance Modifier

x

Individual Performance Modifier

     For 2008, the Compensation Committee determined the company performance modifier to be 60%, which was applied to all bonus-eligible associates across the Company equally, after considering the following factors:

	•		budgets that were achieved, including revenue, membership and selling, general and administrative expenses (when adjusted to exclude investigation-related expenses);
	•		budgets that were not achieved, including earnings;
	•		expansion into the Hawaii market;
	•		Medicare growth versus our industry’s growth rate;
	•		major projects, including the completion of CMS and NCQA audits and Medicaid compliance;
	•		medical cost improvements in our Ohio market;
	•		improving regulatory relationships; and
	•		our stock price performance.

     Each executive’s individual performance modifier is also approved by the Compensation Committee, largely based on the recommendations of Mr. Schiesser with respect to his direct reports, including Messrs. Tran, Miller and O’Neil. For fiscal year 2008 performance, the Compensation Committee determined Mr. Tran’s individual performance modifier at 110%, Mr. Miller’s individual performance modifier at 115% and Mr. O’Neil’s individual performance modifier at 150%. Mr. Tran’s individual performance modifier was based on success in managing the audit process and our financial statement filings. Mr. Miller’s individual performance modifier was based on success in growing and managing our Medicare products in 2008. Mr. O’Neil’s individual performance modifier was based on his leadership in managing the legal challenges facing the Company.

     Messrs. Schiesser and Berg each requested they be paid no cash bonuses for 2008 and, therefore, they did not receive any such bonuses. Messrs. Schiesser and Berg also requested that the Compensation Committee make long-term incentive award determinations with respect to them at a later date.

     As discussed below under “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control,” no bonuses were awarded to Messrs. Farha and Behrens for 2008 and Mr. Kottoor’s bonus payment for 2008 was dictated by the terms of his July 2008 letter agreement.

     Annual Cash Bonus Awards

     As discussed above, annual cash bonus awards are discretionary (except as might otherwise be required by an executive’s employment agreement) and generally based on pre-established targets that are increased or decreased based on the company and individual performance modifiers.

     Fiscal Year 2008

	•		2008 Annual Cash Bonus Targets. For 2008, the Compensation Committee established new annual cash bonus targets for Messrs. Kottoor and Miller for their annual cash bonus to be paid in March 2009 (the annual cash bonus related to fiscal year 2008 performance is referred to as the “2008 Annual Cash Bonus Award”). Mr. Kottoor’s target was increased from 35% of base salary to 80% of base salary. Mr. Miller’s target was increased from 50% of base salary to 80% of base salary. The new bonus targets were largely based on the recommendation of Mr. Schiesser and reflected the Compensation Committee’s desire to target total cash compensation of Messrs. Kottoor and Miller at the 70th percentile of the market data. As a result of the further discussions with Mr. Miller in April 2008, as discussed above under “Base Salary — Fiscal Year 2008,” the Compensation Committee approved increasing Mr. Miller’s fiscal year 2008 bonus target from 80% to 100% of base salary.
			Messrs. Schiesser, Tran, Berg and O’Neil were each hired for their respective positions during 2008. Each of these executives, with the exception of Mr. Berg, negotiated an annual cash incentive bonus target in connection with being recruited as discussed above. Although Mr. Berg did not negotiate a specific target, his employment agreement provides that he is eligible to receive an annual cash bonus as determined in the discretion of the Compensation Committee. For 2008, and as set forth in their respective employment agreements, the annual cash bonus targets for Messrs. Schiesser, Tran and O’Neil are 200%, 100% and 50% of base salary, respectively. In addition, Messrs. Tran and O’Neil negotiated guaranteed minimum bonuses of $475,000 (pro rated for the portion of the calendar year employed) and $250,000, respectively, for the initial calendar year of employment. See “Employment Agreements with Named Executive Officers” below for a description of these agreements.
	•		2008 Annual Cash Bonus Awards. Applying the company performance modifier of 60% and Mr. Miller’s individual performance modifier of 115% to Mr. Miller’s annual cash bonus target (100% of base salary) resulted in a payout of $276,000, or 69% of his base salary, in 2009 related to 2008 performance. Messrs. Tran and O’Neil received the guaranteed minimum bonus payouts of $212,706 and $250,000, respectively, in 2009 related to 2008 performance, each in accordance with the terms of their respective employment agreements. Pursuant to the terms of his severance agreement, Mr. Kottoor was paid a bonus in the amount of $201,600, as discussed below under “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control.” As discussed above, Messrs. Schiesser and Berg requested that they not be paid cash bonuses for 2008. As discussed below under “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control,” no bonuses were awarded to Messrs. Farha and Behrens for fiscal year 2008.

     Fiscal Year 2009

     No changes were made to annual cash bonus targets for fiscal year 2009 for any of the named executive officers. As discussed above, a specific target has not been established for Mr. Berg, but he will continue to be eligible to receive an annual cash bonus as determined in the discretion of the Compensation Committee.

     Long-Term Incentive Awards

     We issue both restricted stock and non-qualified stock options to our executives as long-term incentives. We believe that a combination of restricted stock and stock options aligns our executives’ interests with those of our shareholders and provides meaningful retention compensation. When making equity awards, our practice is to determine the dollar amount of equity compensation that we desire to provide to the executive and then grant a number of shares of restricted stock or a number of stock options that have a fair value equal to that amount on the date of grant. For additional information on our equity award process, see “Equity Award Process” below.

     Prior to 2008, our practice was to use equity awards both as a retention tool and reward for each executive’s prior year performance (pursuant to an annual equity award) as well as a periodic incentive and retention tool (typically pursuant to a mid-year equity award), as recommended by Mr. Farha. However, such awards were discretionary and were not made pursuant to any pre-established program or policy. In addition, there was no set allocation between restricted stock and option awards; rather, award determinations were based primarily on the recommendations of Mr. Farha. However, as discussed below, beginning in 2008, the Compensation Committee determined to provide additional structure and consistency to our long-term incentive compensation program by establishing long-term incentive targets for our executives. The Compensation Committee also determined, on a going forward basis, to award 50% of an executive’s long-term incentive value in restricted

stock and 50% in stock options as the Compensation Committee values both types of awards to balance retention needs with future incentive tied to share price.

     This new structure was first implemented for awards made in March 2008. However, due to securities law restrictions to which we were then subject as a result not being timely in our SEC filings, we were not able to issue restricted stock at that time. In lieu of the restricted stock component of an executive’s long-term incentive award in March 2008, the Compensation Committee approved a special performance-based long-term potential cash incentive award, as discussed below. Determinations made in March 2009 also represented a deviation from our goal of awarding 50% of an executive’s long-term incentive value in restricted stock and 50% in stock options due to the limitations on shares available for issuance under our 2004 Equity Plan and current volatile economic conditions, as well as restrictions on our ability to grant restricted stock in March 2009. In lieu of an equity award in March 2009, the Compensation Committee determined to approve a special long-term potential cash incentive representing 50% of an executive’s long-term incentive value and defer making determinations with regard to the other half until a later time.

Fiscal Year 2008

	•		2008 Long-Term Incentive Targets. In March 2008, in order to impose more structure and consistency to our equity compensation program, the Compensation Committee set long-term incentive targets for each of Messrs. Kottoor and Miller. Expressed as a percentage of each officer’s fiscal year 2008 base salary, the long-term incentive targets were established at 150% for each executive and were determined based on the desire of the Compensation Committee to target annual and long-term incentive compensation at the 50th to 75th percentile of the market data. Although the long-term incentive targets were first established by the Compensation Committee and communicated to the executives in March 2008, these targets were used to determine the long-term incentive awards made in March 2008 and were also the basis for determining the long-term incentive awards to be made in March 2009 (other than for Mr. Kottoor, whose annual 2009 long-term incentive award was determined in connection with the termination of his employment effective December 19, 2008) (the long-term incentive award related to fiscal year 2008 performance is referred to as the “2008 Long-Term Incentive”).
	•		2008 Long-Term Incentive Stock Option Award. As discussed above, each executive’s long-term incentive award granted in March 2008 (related to fiscal year 2007 performance) was divided between a stock option award and a potential performance-based long-term cash incentive award, each as described in more detail below. In March 2008, based on the recommendation of Mr. Schiesser, the Compensation Committee approved a stock option award to purchase 17,898 shares of common stock for Mr. Kottoor and a stock option award to purchase 16,004 shares of common stock for Mr. Miller. The options have an exercise price of $43.45 per share and will vest in equal annual installments on each of the first through fourth anniversaries of the grant date of the award. These stock option awards were determined based on 50% of each executive’s long-term incentive target, adjusted based on each executive’s overall fiscal year 2007 performance. In determining the size of Mr. Kottoor’s award, the Compensation Committee considered his progress in building our information technology team, upgrading and stabilizing our information technology systems and building new capabilities in our enrollment process. In determining the size of Mr. Miller’s award, the Compensation Committee considered the growth in our private fee-for-service business and Mr. Miller’s leadership in addressing compliance concerns with CMS. See the table entitled “Grants of Plan-Based Awards” below for details regarding these equity awards.
	•		2008 Special Performance-Based Long-Term Cash Incentive Award. As stated above, in March 2008, each of Messrs. Kottoor and Miller received an annual equity award consisting solely of stock options which represented half of their targeted long-term incentive award opportunity related to fiscal year 2007 performance. Because we could not issue restricted stock for the other half of their long-term incentive award opportunity due to securities law restrictions we were then subject to as discussed above, the Compensation Committee approved a special performance-based long-term cash incentive opportunity (the “2008 Special Performance-Based Long-Term Cash Incentive Award”), payable in September 2009 (other than for Mr. Kottoor, as discussed below), in lieu of a restricted stock award. All associates eligible to receive a long-term incentive award in March 2008, including Messrs. Kottoor and Miller, are eligible to participate in this special incentive program.
			The target amounts for each associate, including Messrs. Kottoor and Miller, were determined by the Compensation Committee based on 50% of each executive’s targeted long-term incentive award opportunity, as adjusted for individual performance. The target amounts are subject to increase or decrease by the Board by up

			to 50% at the conclusion of the period based on the Board’s subjective review of the Company’s performance during the period (that is, March 2008 through September 2009). Mr. Kottoor was awarded a target amount of $354,375 and Mr. Miller was awarded a target amount of $316,875. As a result of the termination of Mr. Kottoor’s employment, Mr. Kottoor’s bonus was paid at target on December 29, 2008 pursuant to the terms of his severance agreement. See “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control” below for the 2008 Special Performance-Based Long-Term Cash Incentive Award paid to Mr. Kottoor.
	•		2008 New Hire Equity Awards. As discussed above, Messrs. Schiesser, Tran, Berg and O’Neil each negotiated an initial equity award of restricted stock and non-qualified stock options in connection with being recruited in 2008. For a description of their initial equity awards, see “Negotiation of Employment Agreement Terms for 2008 Hires” above and “Employment Agreements with Named Executive Officers” below. See also the table entitled “Grants of Plan-Based Awards” below for details regarding these equity awards.

Fiscal Year 2009

	•		2009 Long-Term Incentive Targets. Messrs. Schiesser, Tran, Berg and O’Neil were each hired for their respective positions during 2008. Only Mr. Tran negotiated a long-term incentive target in connection with being hired, equal to 150% of base salary and included a guaranteed minimum for the initial calendar year of employment. Although Messrs. Schiesser, Berg and O’Neil did not negotiate specific targets, their respective employment agreements provide that each is eligible to receive an annual equity award as determined in the discretion of the Compensation Committee. In March 2009, the Compensation Committee determined to establish a long-term incentive target for Mr. O’Neil at 150% of base salary, which was applied to awards related to fiscal year 2008 performance and also will be the basis for determining his long-term incentive awards in future years, unless otherwise adjusted by the Compensation Committee. Mr. O’Neil’s target was determined by the Compensation Committee to be reasonable and in line with the other senior executives at Mr. O’Neil’s level, based in part on market data provided by Watson Wyatt.
			As discussed above, the Compensation Committee has not established long-term incentive targets for Messrs. Schiesser or Berg. No changes were made to long-term incentive targets for fiscal year 2009 for any of the named executive officers for their long-term incentive awards to be granted, if at all, in March 2010.
	•		2009 Long-Term Cash Bonus Awards. As discussed above, due to the limitations on shares available for issuance under our 2004 Equity Plan and current volatile economic conditions as well as restrictions on our ability to grant restricted stock in March 2009, in lieu of awarding an executive’s long-term incentive related to fiscal year 2008 performance entirely in equity, the Compensation Committee determined to approve a special long-term potential cash incentive representing 50% of an executive’s long-term incentive award opportunity. All associates eligible to receive a long-term incentive award in March 2009, other than Messrs. Schiesser and Berg, were granted a 2009 Long-Term Cash Bonus Award. In March 2009, at the request of Mr. Schiesser, Mr. Tran agreed to an amendment to his employment agreement providing for a cash award in lieu of 50% of the equity award that he would otherwise be entitled to receive under his employment agreement.
			The target amounts for each associate, including Messrs. Tran, Miller and O’Neil, were determined by the Compensation Committee based on 50% of each executive’s targeted long-term incentive award opportunity, as adjusted for individual performance. Applying the company performance modifier of 60% and each executive’s individual performance modifier as discussed above to 50% of each executive’s long-term incentive target results in awards of $159,530, $207,000 and $254,052 to Messrs. Tran, Miller and O’Neil respectively. As provided under the 2009 Long-Term Cash Bonus Plan, 50% of each executive’s award will be paid in September 2010 and 50% will be paid in September 2011, each payment subject to continued employment. The 2009 Long-Term Cash Bonus Plan also provides for acceleration of any unpaid amounts in the event an executive’s employment is terminated without cause within one year following a change in control. As stated above, no long-term cash awards were made to Messrs. Schiesser or Berg.
	•		2009 Equity Awards. As discussed above, due to the limitations on shares available for issuance under our 2004 Equity Plan and current volatile economic conditions as well as restrictions on our ability to grant restricted stock in March 2009, the Compensation Committee has deferred making determinations with regard to the other half of long-term incentive awards related to 2008 performance until a later date. The Compensation Committee has not determined when, if at all, equity awards will be granted in 2009.

Retention-Related Incentive Awards

     Special Retention Bonus

     In light of our concerns relating to retention of our associates, as well as the concerns of our associates relating to job security, in November 2007 the Compensation Committee approved a one-time special cash retention bonus (the “Special Retention Bonus”), payable in January 2009, to bonus-eligible associates who were employed on October 31, 2007 assuming each associate remained with the Company through December 31, 2008. Messrs. Kottoor and Miller were eligible to participate in this program; Mr. Schiesser was not in a bonus-eligible position on October 31, 2007; Messrs. Tran, Berg and O’Neil were not employed by the Company on October 31, 2007; and Messrs. Farha and Behrens were specifically excluded from participating in the program.

     Pursuant to the terms of the special retention bonus plan, all eligible associates in the level of vice president or above, including Messrs. Kottoor and Miller, were eligible to earn a retention bonus equal to 50% of their base salaries as of December 31, 2008. Accordingly, Mr. Kottoor was eligible to earn a special retention bonus in the amount of $157,500. With respect to Mr. Miller, although his base salary was increased to $400,000 in April 2008 (see “Base Salary — Fiscal Year 2008” above), Mr. Miller’s special retention bonus of $162,500 was based on 50% of his initial base salary increase for fiscal year 2008. For the amount of the Special Retention Bonus paid to Mr. Kottoor upon the termination of his employment, see “Potential Payments to Named Executive Officers upon Termination or Change in Control” below.

     Equity Retention Stock Option Award

     In addition to the special retention bonus discussed above, and due to the retention risk and the significant drop in our stock price which reduced financial ties to our Company, in March 2008 the Compensation Committee approved the grant of additional stock option retention awards (the “Equity Retention Stock Option Award”) to all members of our senior management team, other than Messrs. Schiesser and Berg. At the time this award was granted, neither Mr. Tran nor Mr. O’Neil had been hired yet. The grants were determined based on the Compensation Committee’s review of an internally-prepared analysis which showed, for each of Messrs. Kottoor and Miller, the decrease in value of the equity awards held by each executive as a result of our significant stock price decline in October 2007. The analysis showed that the stock options then-held by each such officer were below the exercise price of the options (that is, the options were “underwater”). Because the Compensation Committee and the Board believed it to be imperative that each executive be retained and provided with an incentive to remain with the Company, the Compensation Committee approved a stock option award to purchase 55,000 shares of common stock for Mr. Kottoor and a stock option awards to purchase 40,000 shares of common stock for Mr. Miller as an additional retention incentive. The options have an exercise price of $45.25 per share and vest in full, based on the continued employment of the executive, in November 2009. See the table entitled “Grants of Plan-Based Awards” below for details regarding these equity awards.

     As a result of termination of Mr. Kottoor’s employment, Mr. Kottoor’s equity retention stock option award accelerated in full, effective December 19, 2008. See “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control” below.

     Clawback Policies for Special Retention Bonus and Equity Retention Stock Option Awards

     The terms of the special retention bonus and the equity retention stock option awards each provide that, if it is determined by the Board, in its sole and absolute discretion, that an associate receiving such award, including Messrs. Kottoor and Miller, has committed any:

	•		wrongdoing that contributed to (i) any material misstatement or omission from any report or statement filed by WellCare with the SEC, or (ii) any statement, certification, cost report, claim for payment or other filing made under Medicare or Medicaid that was false, fraudulent, or for an item or service not provided as claimed;
	•		gross misconduct;
	•		breach of fiduciary duty to the Company; or
	•		fraud,

then, in the case of the special retention bonus, the associate will be required to pay back to WellCare any payments the associate has received pursuant to the special retention bonus plan. In the case of the equity retention stock option award, the option will be immediately forfeited and cancelled. If the option has been exercised prior to the Board’s determination, the associate is required to pay to WellCare an amount equal to the difference between the aggregate value of the shares acquired upon exercise of the option at the date of the Board determination and the aggregate exercise price paid by the associate.

Equity Award Process

     We maintain an equity award process to ensure that the authorization, timing and pricing of all equity awards are processed, recorded, disclosed and accounted for in full compliance with all applicable laws and regulations. For equity awards issued to existing executive officers and associates, the awards are effective and, in the case of options, the exercise price is set, as of the date of the approval. For equity awards issued to newly-hired executive officers, the awards are effective and, in the case of options, the exercise price is set, as of the later of the individual’s first date of employment or the date of approval. For equity awards to new Board members, the awards are effective and, in the case of options, the exercise price is set, as of the first date of service as a Board member. In July 2006, the Compensation Committee also developed a policy whereby annual equity awards to incumbent Board members will be effective, and in the case of stock options, the exercise price will be set, as of the date of our annual shareholders meeting. Approval for all equity awards is obtained in advance of or on the date of grant. The exercise price for all stock option awards is the officially-quoted closing selling price of our common stock on the NYSE on the date of grant (or the officially-quoted closing selling price of our common stock on the next trading day if the NYSE is closed on the date in question). Commencing in April 2009, the Board adopted a Non-Employee Director Compensation Policy. See “Director Compensation — 2009 Director Compensation” above for a description of this new policy.

     Because we hold our Board and committee meetings shortly before we announce our quarterly and annual financial results, there are times when equity awards for our executive officers are approved and, according to our process, are effective, shortly before we announce earnings. However, we do not have a program, plan or practice to time our equity awards in coordination with the release of material, non-public information.

Perquisites

     Pursuant to the terms of their respective employment agreements, Mr. Farha was entitled to a monthly allowance of $4,000 to maintain an apartment in New York, and each of Messrs. Farha and Behrens were entitled to an annual allowance of $5,000 and $3,000, respectively, to be applied toward supplemental life and disability insurance policies, although Mr. Behrens decided not to renew his disability policy since fiscal year 2006. Because we believed that these executives should receive the total amount of their benefit, we grossed up these allowance payments to cover any income taxes attributed to the payments.

     Messrs. Tran and O’Neil are entitled to monthly allowances of $6,000 and $4,600, respectively, from their respective dates of hire through December 2009 to cover housing and automobile expenses in Tampa, Florida. Mr. O’Neil is also entitled to be reimbursed for expenses incurred in traveling between Baltimore, Maryland and Tampa, Florida; however, beginning in February 2009, in order to reduce administrative burdens and also limit expenses, Mr. O’Neil agreed to accept a monthly allowance of $1,800 to cover these expenses. Although we grossed up certain reimbursement payments related to commuting expenses, we discontinued this practice in February 2009.

     In addition, as negotiated with Messrs. Tran, Kottoor and Miller upon their hire, we agreed to pay reasonable expenses incurred by each of them to relocate to Tampa, Florida. We also reimbursed Messrs. Schiesser, Tran, Berg and O’Neil for legal fees and expenses in connection with the negotiation of their employment agreements upon hire.

     We own a corporate aircraft that is used primarily for business travel. Families and invited guests of Directors and executives occasionally fly on our corporate aircraft as additional passengers on business flights, which is treated as a personal benefit to the Director or executive. In those cases, the aggregate incremental cost to us is a de minimis amount. For tax reporting purposes, when family members or guests of a Director or executive travel on business flights, the value of such personal use, determined using a method based on the Standard Industry Fair Level (“SIFL”) rates as published by the Internal Revenue Service, is imputed as income to such Director or executive. Such imputed income would be included in taxable income for the Director or executive and reflected in compensation tables herein to the extent the SIFL rate exceeds the amount reimbursed by the Director or executive. None of our Directors or executives were attributed any such income in fiscal year 2008.

     Overall, we view the cost to the Company of these perquisites as de minimis as compared to the goodwill established between the Company and the executives.

Tax and Accounting Implications

      Tax deductibility

     Section 162(m) of the Internal Revenue Code limits deductibility to any publicly-held corporation of certain compensation for a “covered employee,” consisting of our Chief Executive Officer and three most highly paid executive officers who are employed on the last day of our fiscal year (other than the Chief Financial Officer), in excess of $1 million per year. If certain conditions are met, performance-based compensation may be excluded from this limitation. While we do not design our compensation programs for tax purposes, we do design our plans to be tax efficient for the Company where possible. However, if following the requirements of Section 162(m) would not be in the best interests of the Company and our shareholders, the Compensation Committee may conclude that the payment of non-deductible compensation is appropriate under the circumstances to allow us to pay competitive compensation to our executive officers. During 2008, certain compensation paid to Messrs. Schiesser and Berg was non-deductible under Section 162(m).

      Accounting for stock-based compensation

     Beginning on January 1, 2006, we began accounting for stock-based payments, including stock options, performance shares and restricted stock awards, in accordance with FAS 123R. The Compensation Committee and the Chief Executive Officer take into consideration the accounting treatment under FAS 123R of alternative award proposals when determining the form and amount of equity compensation awards. Because our determinations regarding equity awards are generally based on a dollar value, as discussed above, FAS 123R has impacted the size and terms of our equity awards.

Compensation Committee Report

     The Compensation Committee, comprised solely of independent Directors, has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.

The Compensation Committee

Neal Moszkowski (Chairperson)*
Alif Hourani
Kevin Hickey

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal year 2008, Messrs. Hickey, Hourani and Moszkowski served as the members of the Compensation Committee, with Mr. Moszkowski serving as the chairperson. None of these members has ever been an officer or employee of the Company or any of its subsidiaries or had any relationship during fiscal year 2008 that would require disclosure under Item 404 of SEC Regulation S-K. During fiscal year 2008, none of our executive officers served on the Compensation Committee (or its equivalent) or Board of Directors of another entity, one of whose executive officers served on our Board or Compensation Committee.

EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table and footnotes discuss the compensation of Heath G. Schiesser and Todd S. Farha, the two individuals who served as our principal executive officer during 2008; Thomas L. Tran and Paul L. Behrens, the two individuals who served as our principal financial officer during 2008; Charles G. Berg, Adam T. Miller and Thomas F. O’Neil III, our three other most highly compensated executive officers who were serving as executive officers at the end of 2008; and Anil Kottoor, an individual who would have been one of our three other most highly compensated executive officers if he had served as an executive officer at the end of 2008.

																						Non-Equity
														Stock				Option				Incentive Plan				All Other
Name and						Salary(9)				Bonus(10)				Awards(11)				Awards(11)				Compensation(12)				Compensation(13)				Total
Principal Position		Year				($)				($)				($)				($)				($)				($)				($)
Heath G. Schiesser President and Chief Executive Officer(1)			2008				365,292				—				2,609,963				2,379,614				—				2,722,849				8,077,718
Todd S. Farha Chairman, President and Chief Executive Officer(2)			2008				109,231				—				551,132				511,894				—				43,079				1,215,336
			2007				400,000				—				3,383,307				2,224,015				—				86,790				6,094,112
			2006				400,000				400,000				2,758,269				1,635,495				—				77,061				5,270,825
Thomas L. Tran Senior Vice President and Chief Financial Officer(3)			2008				200,962				287,706				163,717				139,165				—				41,309				832,859
Paul L. Behrens Senior Vice President and Chief Financial Officer(4)			2008				83,462				—				80,002				39,369				—				662				203,495
			2007				305,000				—				341,438				382,134				—				—				1,028,572
			2006				282,269				200,000				361,232				136,597				—				4,079				984,177
Charles G. Berg Executive Chairman(5)			2008				453,846				—				4,019,086				2,582,640				—				118,162				7,173,734
Anil Kottoor Senior Vice President and Chief Information Officer(6)			2008				305,000				—				1,094,079				962,027				—				718,855				3,079,961
			2007				244,231				131,250				206,013				204,504				—				20,031				806,029
Adam T. Miller Senior Vice President, National Medicare and Government Relations(7)			2008				381,539				276,000				295,596				538,071				162,500				6,673				1,660,379
			2007				278,077				182,000				249,320				262,261				—				10,687				982,345
Thomas F. O’Neil III Vice Chairman(8)			2008				365,385				350,000				372,862				335,826				—				57,113				1,481,186

										Housing &																Legal
						Separation				Automobile				Commuting								401(k)				Fees and				Tax				All Other
						Payments(1)				Allowance(2)				Reimbursements(3)				Relocation(4)				Match				Expenses(5)				Gross-Ups(6)				Compensation
Name		Year				($)				($)				($)				($)				($)				($)				($)				($)
Heath G. Schiesser			2008				—				—				—				—				1,266				240,591				2,480,992				2,722,849
Todd S. Farha			2008				17,223				16,000				—				—				2,100				—				7,756				43,079
Thomas L. Tran			2008				—				30,000				3,516				538				4,925				1,380				950				41,309
Paul L. Behrens			2008				662				—				—				—				—				—				—				662
Charles G. Berg			2008				—				—				—				—				—				118,162				—				118,162
Anil Kottoor			2008				713,475				—				—				—				5,380				—				—				718,855
Adam T. Miller			2008				—				—				—				—				6,673				—				—				6,673
Thomas F. O’Neil III			2008				—				41,400				4,369				44				5,768				3,318				2,214				57,113

Grants of Plan-Based Awards

     The following table sets forth information regarding each grant of a plan-based award made to a named executive officer during fiscal year 2008.

																						All Other				All Other
																						Stock				Option								Grant
																						Awards:				Awards:				Exercise				Date Fair
										Estimated Future Payouts												Number				Number				or Base				Value of
										Under Non-Equity												of Shares				of Securities				Price of				Stock and
										Incentive Plan Awards(2)												of Stock				Underlying				Option				Option
		Grant				Approval				Threshold				Target				Maximum				or Units(3)				Options(4)				Awards(5)				Awards(6)
Name		Date(1)				Date(1)				($)				($)				($)				(#)				(#)				($/Sh)				($)
Heath G. Schiesser			01/25/08				01/25/08				—				—				—				250,000	(7)			—				—				10,780,000
			01/25/08				01/25/08				—				—				—				—				500,000	(8)			43.12				9,599,450
Thomas L. Tran			07/21/08				07/14/08				—				—				—				50,000	(9)			—				—				1,461,500
			07/21/08				07/14/08				—				—				—				—				100,000	(9)			29.23				1,242,320
Charles G. Berg			01/25/08				01/25/08				—				—				—				200,000	(10)			—				—				8,624,000
			01/25/08				01/25/08				—				—				—				—				300,000	(11)			43.12				5,541,750
Anil Kottoor			—				—				177,188				354,375				531,563				—				—				—				—
			03/05/08				03/05/08				—				—				—				—				55,000	(12)			45.25				737,088
			03/06/08				03/06/08				—				—				—				—				17,898	(9)			43.45				304,568
Adam T. Miller			—				—				158,438				316,875				475,313				—				—				—				—
			03/05/08				03/05/08				—				—				—				—				40,000	(13)			45.25				536,064
			03/06/08				03/06/08				—				—				—				—				16,004	(9)			43.45				272,338
Thomas F. O’Neil III			04/01/08				03/03/08				—				—				—				50,000	(9)			—				—				1,985,000
			04/01/08				03/03/08				—				—				—				—				100,000	(9)			39.70				1,787,830

Additional Information With Respect to the Summary Compensation Table and Grants of Plan-Based Awards

     In addition to the information provided below, see “Compensation Discussion and Analysis” above for a discussion of certain named executive officers’ amount of salary and bonus compared to total compensation.

Employment Agreements with Named Executive Officers

          Heath G. Schiesser

     Pursuant to an employment agreement with Mr. Schiesser, dated January 25, 2008, Mr. Schiesser agreed to serve as our President and Chief Executive Officer, with an initial base salary of $400,000. He is also entitled to receive an annual cash bonus based on his achievement of performance objectives set by the Compensation Committee, after consultation with Mr. Schiesser, with a targeted bonus of 200% of his annual salary for each fiscal year, as well as special bonuses at the discretion of the Compensation Committee. Mr. Schiesser is also entitled to participate in all Company benefit plans on the most favorable basis available to any senior executive of the Company. The employment agreement provides that the Company will reimburse Mr. Schiesser for legal fees and expenses in connection with the negotiation of his employment agreement. The employment agreement also includes confidentiality and non-competition provisions, including a requirement that Mr. Schiesser not seek employment with, or ownership in, a company in direct competition with the Company and its subsidiaries for a period of one year after the termination of his employment. The employment agreement has an initial term of four years and will automatically renew for successive one-year periods thereafter unless either party notifies the other that the term will not be extended. As noted above under “Proposal Number One — Election of Directors — Class I Director Nominees,” on June 26, 2009, Mr. Schiesser informed the Board of Directors that he intends to resign from his current officer and Director positions upon the appointment of a new President and Chief Executive Officer. It is currently uncertain when Mr. Schiesser’s employment will terminate.

     Pursuant to the employment agreement, Mr. Schiesser also received (i) a non-qualified stock option to purchase 500,000 shares of the Company’s common stock and (ii) 250,000 restricted shares of the Company’s common stock, each of which was granted pursuant to our 2004 Equity Plan. See “Grants of Plan-Based Awards” above. The non-qualified stock options have a ten year term and a per share exercise price of $43.12, which was based on the closing price of our common stock on the date of grant. The non-qualified stock options vest in equal monthly installments on the 25^th day of each calendar month following January 25, 2008 for forty-eight consecutive months. The restricted shares vest in equal quarterly installments on the 25^th day of every third calendar month for forty-eight months, commencing on January 25, 2008. The employment agreement also provides that we will pay, on a fully-grossed up basis, all federal, state, and local income taxes incurred by Mr. Schiesser on compensation resulting from Mr. Schiesser making an election under Section 83(b) of the Code on the 100,000 restricted shares that are scheduled to vest first. See footnote 13 in the “Summary Compensation Table” above. In addition, Mr. Schiesser is entitled to earn future equity compensation awards and/or other long term incentive compensation as determined in the discretion of the Compensation Committee.

     Pursuant to the employment agreement described above, Mr. Schiesser is also entitled to certain additional payments and benefits in the event of a change in control or his employment is terminated under certain circumstances. For a description of these payments and benefits, see “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

          Todd S. Farha

     Mr. Farha terminated his employment as our President and Chief Executive Officer in January 2008; however, Mr. Farha served as our President and Chief Executive Officer pursuant to an amended and restated employment agreement dated June 6, 2005, pursuant to which he was entitled to certain payments and benefits upon termination of employment or a change in control. For a description of each of these provisions and payments, as well as the separation agreement entered into between the Company and Mr. Farha, see “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

          Thomas L. Tran

     Pursuant to an employment agreement with Mr. Tran, dated July 21, 2008, Mr. Tran agreed to serve as our Senior Vice President and Chief Financial Officer, with an initial annual base salary of $475,000 and an initial annual cash bonus target of 100% of his base salary, with a minimum guaranteed bonus of $475,000 for fiscal year 2008, pro rated for the portion of the calendar year Mr. Tran is employed. In addition, the employment agreement provided for a one-time cash signing bonus of $75,000 and that we will pay Mr. Tran an allowance of $6,000 per month through December 2009 as an allowance for housing in the Tampa area and as an automobile allowance. In addition, the employment agreement provided that we would pay reasonable relocation expenses, up to $25,000, for him to relocate to Tampa, Florida in connection with his employment by us, and that the Company will reimburse Mr. Tran for legal fees and expenses in connection with the negotiation of his employment agreement. The employment agreement also includes confidentiality and non-competition provisions, including a requirement that Mr. Tran not seek employment with, or ownership in, a company in direct competition with the Company and its subsidiaries for a period of one year after the termination of his employment. The employment agreement has an initial term of four years and will automatically renew for successive one-year periods thereafter unless either party notifies the other that the term will not be extended.

     Pursuant to the employment agreement, Mr. Tran also received (i) a non-qualified stock option to purchase 100,000 shares of the Company’s common stock and (ii) 50,000 restricted shares of the Company’s common stock, each of which was granted pursuant to our 2004 Equity Plan. See “Grants of Plan-Based Awards” above. The non-qualified stock options have a ten year term and a per share exercise price of $29.23, which was based on the closing price of our common stock on the date of grant. Both the non-qualified stock options and the restricted shares of common stock will vest in equal annual installments on each of the first through fourth anniversaries of the grant date of the award. In addition, Mr. Tran will be entitled to earn equity compensation awards based upon Mr. Tran’s achievement of specified performance objectives, with an annual equity compensation award target of 150% of Mr. Tran’s annual salary for each fiscal year (with a minimum guaranteed annual equity compensation award in 2009 (related to fiscal year 2008 performance) of 100% of Mr. Tran’s annual salary for fiscal year 2008, pro-rated for the portion of the calendar year Mr. Tran is employed).

     The employment agreement described above was amended on March 10, 2009 to provide that 50% of Mr. Tran’s minimum guaranteed equity compensation award in 2009 would be paid in the form of a cash award under the 2009 Long Term Cash Bonus Plan.

     Pursuant to the employment agreement described above, Mr. Tran is also entitled to certain additional payments and benefits in the event his employment is terminated under certain circumstances. For a description of these payments and benefits, see “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

          Paul L. Behrens

     Mr. Behrens terminated his employment as our Senior Vice President and Chief Financial Officer in January 2008; however, Mr. Behrens served as our Senior Vice President and Chief Financial Officer pursuant to an employment agreement dated September 15, 2003, pursuant to which he was entitled to certain payments and benefits upon termination. For a description of each of these provisions and payments, as well as the separation agreement entered into between the Company and Mr. Behrens, see “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

          Charles G. Berg

     Pursuant to a letter agreement with Mr. Berg, dated January 25, 2008, Mr. Berg agreed to serve as our Executive Chairman, with an initial base salary of $500,000. Mr. Berg will be eligible to participate in the employee benefit plans maintained by the Company and its subsidiaries for senior executives on the same basis as other executive officers. He will also be eligible to receive, in the sole discretion of the Compensation Committee, an annual bonus based on his individual performance and the performance of the Company. The letter agreement provides that the Company will reimburse Mr. Berg for legal fees and expenses in connection with the negotiation of his letter agreement. The letter agreement provides that Mr. Berg not seek employment with, or ownership in, a company in direct competition with the Company and its subsidiaries during any period in which he is receiving severance payments. The letter agreement has a term of two years.

     Pursuant to the letter agreement, Mr. Berg also received (i) a non-qualified stock option to purchase 300,000 shares of the Company’s common stock and (ii) 200,000 restricted shares of the Company’s common stock, each of which was granted pursuant to our 2004 Equity Plan. See “Grants of Plan-Based Awards” above. The non-qualified stock options have a ten year term and a per share exercise price of $43.12, which was based on the closing price of the Company’s common stock on the date of grant. The non-qualified stock options vest and become exercisable in eight quarterly installments beginning three months after January 25, 2008 and continuing quarterly thereafter. Twenty-five percent (25%) of the restricted shares vested six months after January 25, 2008 and the remaining restricted shares vest quarterly thereafter.

     Pursuant to the letter agreement, Mr. Berg is also entitled to certain additional payments and benefits in the event of a change in control or his employment is terminated under certain circumstances. For a description of these payments and benefits, see “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

          Anil Kottoor

     Mr. Kottoor’s service as our Senior Vice President and Chief Information Officer terminated in December 2008; however, Mr. Kottoor served as our Senior Vice President and Chief Information Officer pursuant to an offer letter dated December 18, 2006 and a letter agreement dated July 2, 2008, pursuant to which he was entitled to certain payments and benefits upon termination. For a description of each of these provisions and payments, as well as the separation agreement entered into between the Company and Mr. Kottoor, see “Separation Agreements” and “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

          Adam T. Miller

     Pursuant to an offer letter with Mr. Miller, dated January 17, 2006, Mr. Miller agreed to serve as our Chief Operating Officer, PDP with an initial annual base salary of $270,000 and an initial annual cash bonus target of 50% of his base salary, with a guaranteed cash bonus of 35% of his base salary during fiscal year 2006. Mr. Miller also received a grant of (i) 25,000 shares of restricted stock and (ii) a stock option to purchase 60,000 shares of common stock, each of which vest over a five-year period and was granted pursuant to our 2004 Equity Plan. See “Grants of Plan-Based Awards” above.

     Pursuant to the offer letter described above, Mr. Miller is also entitled to certain additional payments and benefits in the event his employment is terminated under certain circumstances. For a description of these payments and benefits, see “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

     As discussed in the “Compensation Discussion and Analysis” above, since the execution of his 2006 offer letter, Mr. Miller has received, among other things, increases in his base salary and bonus targets, as well as additional equity awards.

          Thomas F. O’Neil III

     Pursuant to an employment agreement with Mr. O’Neil, dated April 1, 2008, Mr. O’Neil agreed to serve as our Senior Vice President, General Counsel and Secretary, with an initial annual base salary of $500,000 and an initial annual cash bonus target of 50% of his base salary, with a minimum guaranteed cash bonus of $250,000 for fiscal year 2008. In addition, the employment agreement provided for a one-time cash signing bonus of $100,000 and that we will pay Mr. O’Neil an allowance of $4,600 per month through December 2009 to cover expenses incurred in connection with his housing and car allowance. The employment agreement also provides that we will pay or reimburse Mr. O’Neil for expenses incurred in traveling between Baltimore, Maryland and Tampa, Florida (although, as discussed below, this provision was amended in 2009), and that the Company will reimburse Mr. O’Neil for legal fees and expenses in connection with the negotiation of his employment agreement. The employment agreement also includes confidentiality and non-competition provisions, including a requirement

that Mr. O’Neil not seek employment with, or ownership in, a company in direct competition with the Company and its subsidiaries for a period of one-year after the termination of his employment. The employment agreement has an initial term of four years and will automatically renew for successive one-year periods thereafter unless either party notifies the other that the term will not be extended.

     Pursuant to the employment agreement, Mr. O’Neil also received (i) a non-qualified stock option to purchase 100,000 shares of the Company’s common stock and (ii) 50,000 restricted shares of the Company’s common stock. See “Grants of Plan-Based Awards” above. The non-qualified stock options have a ten year term and a per share exercise price of $39.70, which was based on the closing price of our common stock on the date of grant. Both the non-qualified stock options and the restricted shares of common stock vest in equal annual installments on each of the first through fourth anniversaries of the grant date of the award. In addition, Mr. O’Neil is entitled to earn future equity compensation awards and/or other long term incentive compensation as determined in the discretion of the Compensation Committee.

     The employment agreement was amended on February 23, 2009 to provide that commencing in February 2009, Mr. O’Neil will receive an allowance of $1,800 per month to cover expenses incurred in traveling between Baltimore, Maryland and Tampa, Florida in lieu of what the employment agreement originally provided with regard to travel between Baltimore and Tampa.

     Mr. O’Neil’s employment agreement was further amended and restated on June 3, 2009 in connection with his appointment as our executive Vice Chairman. Pursuant to the amended and restated agreement, Mr. O’Neil ceased serving as our Senior Vice President, General Counsel and Secretary. The amended and restated employment agreement provides for the continuation of Mr. O’Neil’s current base salary of not less than $41,667 per month and a cash bonus opportunity for calendar year 2009 to be paid based on the achievement of certain performance objectives to be agreed to by us and Mr. O’Neil, with a bonus target of 50% of his annual base salary. So long as Mr. O’Neil remains employed by us through December 31, 2009, he also will be entitled to receive an additional amount in cash equal to the sum of (i) $500,000 and (ii) the higher of his (x) annual cash bonus for calendar year 2008 (which was $250,000) or (y) annual cash bonus for calendar year 2009 (which is expected to be determined in 2010). Of this additional amount, $500,000 is required to be paid on December 31, 2009 and the remainder not later than March 15, 2010. Mr. O’Neil will receive all group insurance, pension plan and other fringe benefits offered by us to other senior executives, and he will continue to receive an allowance of $4,600 per month to cover certain living expenses through September 11, 2009 (prorated for the partial month of September 2009).

     Pursuant to the employment agreement described above, Mr. O’Neil is also entitled to certain additional payments and benefits in the event his employment is terminated under certain circumstances. For a description of these payments and benefits, see “Potential Payments to Named Executive Officers upon Termination or Change in Control.”

Separation Agreements

          Messrs. Farha and Behrens

     On January 25, 2008, we entered into separation agreements with each of Messrs. Farha and Behrens providing for their respective resignations from the Company and its subsidiaries. Pursuant to the separation agreements, each officer agreed that his resignation would be a “voluntary termination” pursuant to his respective employment agreement. The separation agreements provided for no new severance or other payments or benefits. Accordingly, each officer received only a cash amount equal to his accrued but unpaid vacation as provided for in their respective employment agreements. In addition, Mr. Farha may potentially earn a portion of his 2005 performance share award, in a maximum amount of 130,000 shares. For a discussion of the circumstances pursuant to which Mr. Farha may earn these shares, as well as each officer’s separation agreement, see “Potential Payments to Named Executive Officers upon Termination or Change in Control” below.

          Mr. Kottoor

     In July 2008, we entered into a letter agreement with Mr. Kottoor. Except as set forth immediately below, the letter agreement did not provide Mr. Kottoor with any additional compensatory awards. Instead, the letter agreement provided for the acceleration of the Special Retention Bonus, 2008 Special Performance-Based Long-Term Cash Incentive Award and the 2008 Annual Cash Bonus Award (each as defined above in “Compensation Discussion and Analysis”) in the event Mr. Kottoor’s employment was terminated under certain circumstances.

     In addition, the letter agreement provided for the following additional compensation and/or acceleration of awards if Mr. Kottoor was terminated under the circumstances described below:

	•		A potential additional retention bonus (the “Additional Retention Bonus”) in the amount of $236,250, which such amount represented 50% of Mr. Kottoor’s target 2008 Long-Term Incentive opportunity, as described above. The Additional Retention Bonus was payable in the event Mr. Kottoor’s employment terminated prior to vesting of the equity awards, if any, awarded pursuant to his 2008 Long-Term Incentive opportunity, as described above, or in the event his employment terminated for any reason prior to June 1, 2009.
	•		Continuation of Mr. Kottoor’s base salary as in effect on the date of termination of employment from the date of termination through May 1, 2010 (the “Severance Payment”).
	•		Accelerated vesting of all of his unvested restricted stock grants, as of July 2, 2008, or a total of 13,934 shares, to the extent not already vested on his termination date.
	•		Accelerated vesting of his Equity Retention Stock Option Award, exercisable for 55,000 shares.

     Mr. Kottoor’s employment was terminated in December 2008. Consistent with the terms of the letter agreement described above, we entered into a separation agreement with Mr. Kottoor on December 19, 2008 providing for the following:

	•		lump-sum payment of $713,475 on December 29, 2008, consisting of his (i) Special Retention Bonus in the amount of $157,500, (ii) 2008 Special Performance-Based Long-Term Cash Incentive Award in the amount of $354,375 and (iii) 2008 Annual Cash Bonus in the amount of $201,600 (representing 80% of his target) (See “Summary Compensation Table” above);
	•		Continuation of Mr. Kottoor’s base salary from December 19, 2008 through May 1, 2010, in the aggregate amount of $430,096; and
	•		A lump-sum payment of $236,250 due May 1, 2010.

     The separation agreement also includes confidentiality and non-competition provisions, including a requirement that Mr. Kottoor not seek employment with, or ownership in, a company in direct competition with the Company and its subsidiaries for a period beginning on the date of his termination of employment and ending on May 1, 2010.

     For a discussion of the payments made to Mr. Kottoor based upon the letter agreement and the termination of his employment effective December 19, 2008, see “Potential Payments to Named Executive Officers upon Termination or Change in Control” below. See also “Summary Compensation Table” for the payments made to Mr. Kottoor in 2008 in connection with this agreement.

Outstanding Equity Awards at Fiscal Year-End

     The following table sets forth certain information regarding unexercised options, stock that has not vested and, with respect to Mr. Farha only, performance share awards for the named executive officers outstanding as of December 31, 2008. Unless otherwise noted, all vesting is based upon the continued service of the executive.

																		Stock Awards
																														Equity
																														Incentive
																														Plan Awards:
																										Equity				Market or
																										Incentive				Payout
																										Plan Awards:				Value
																										Number				of
		Option Awards																				Market				of				Unearned
		Number				Number												Number				Value of				Unearned				Shares,
		of				of												of Shares				Shares or				Shares,				Units or
		Securities				Securities												or Units				Units of				Units or				Other
		Underlying				Underlying												of Stock				Stock				Other Rights				Rights
		Unexercised				Unexercised				Option								That Have				That Have				That Have				That Have
		Options				Options				Exercise				Option				Not				Not				Not				Not
		(#)				(#)				Price				Expiration				Vested				Vested(1)				Vested				Vested(1)
Name		Exercisable				Unexercisable				($)				Date				(#)				($)				(#)				($)
Heath G. Schiesser			1,186				—				8.33				02/06/14				600	(6)			7,716				—				—
			10,740				7,160	(2)			36.45				07/27/12				5,751	(7)			73,958				—				—
			28,600				—				48.50				06/08/13				203,125	(8)			2,612,188				—				—
			4,582				4,230	(3)			50.16				07/27/13				—				—				—				—
			2,885				8,658	(4)			85.53				09/13/11				—				—				—				—
			114,581				385,419	(5)			43.12				01/25/18				—				—				—				—
Todd S. Farha			—				—				—				—				—				—				130,000	(9)			1,671,800
Thomas L. Tran			—				100,000	(10)			29.23				07/21/15				50,000	(11)			643,000				—				—
Charles G. Berg			112,500				187,500	(12)			43.12				01/25/18				125,000	(13)			1,607,500				—				—
Anil Kottoor			5,903	(14)			—				69.14				04/15/09				—				—				—				—
			981	(14)			—				85.53				04/15/09				—				—				—				—
			3,121	(14)			—				85.53				04/15/09				—				—				—				—
			55,000	(14)			—				45.25				04/15/09				—				—				—				—
Adam T. Miller			12,000				36,000	(15)			38.11				01/18/13				15,000	(20)			192,900				—				—
			3,172				4,230	(16)			50.16				07/27/13				720	(21)			9,259				—				—
			817				2,453	(17)			85.53				09/13/11				1,169	(22)			15,033				—				—
			2,601				—				85.53				09/13/11				2,696	(23)			34,671				—				—
			—				40,000	(18)			45.25				11/28/12				—				—				—				—
			—				16,004	(19)			43.45				03/06/15				—				—				—				—
Thomas F. O’Neil III			—				100,000	(24)			39.70				04/01/18				50,000	(25)			643,000				—				—