(d) Appointment of Directors

On January 8, 2013, the board of directors (the "Board") of WellCare Health Plans, Inc. (the "Company") elected Roel Campos as a director. The Board has affirmatively determined that Mr. Campos is an independent director under the New York Stock Exchange listing standards.

In connection with his election to the Board, Mr. Campos received restricted share units of the Company's common stock with a fair market value of approximately $150,000 based on the closing price of the Company's common stock on January 8, 2013, the date of grant (the "RSUs"). The RSUs, which were granted pursuant to WellCare's 2004 Equity Incentive Plan, are subject to the terms and conditions of an RSU award notice (the "RSU Award Notice") and an RSU agreement (the "RSU Agreement", together with the RSU Award Notice, the "RSU Award Documentation") between the Company and Mr. Campos. Pursuant to the RSU Award Documentation, the RSUs will vest in equal annual installments on each of the first, second and third anniversaries of the date of grant. Mr. Campos will also earn fees as a director in accordance with the Company's policy pursuant to which it pays fees to other non-employee directors. Currently, these fees are set forth in the Non-Employee Director Compensation Policy (the "Director Compensation Policy"). In addition, the Board authorized the Company to indemnify Mr. Campos pursuant to an indemnification agreement (the "Indemnification Agreement") between the Company and Mr. Campos in the form previously approved by the Board.

The foregoing description does not purport to be a complete description of the parties' rights and obligations under the above-referenced policy, plan and agreements. The above description is qualified in its entirety by reference to the form of RSU Award Notice, the form of RSU Agreement, the Director Compensation Policy, the 2004 Equity Incentive Plan and the form of Indemnification Agreement, which are incorporated herein by reference as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K.

In addition, a copy of the press release announcing the appointment of Mr. Campos is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits.

(d)  Exhibits.

                                                             incorporated by reference
                                                                   Filing Date    Exhibit
Exhibit Number                Description                 Form      with SEC       Number
     10.1      Form of Restricted Stock Unit Award Notice  8-K  February 17, 2012  10.13
               and Agreement for Non-Employee Directors
               under 2004 Equity Incentive Plan
     10.2      Form of Restricted Stock Unit Award         8-K  February 17, 2012  10.14
               Agreement for Non-Employee Directors under
               2004 Equity Incentive Plan
     10.2      Non-Employee Director Compensation Policy  10-Q  October 31, 2012    10.1
     10.3      2004 Equity Incentive Plan                 10-Q   August 13, 2004    10.4
     10.4      Form of 2010 Indemnification Agreement     10-Q   August 9, 2010     10.8
     99.1        Press Release, dated January 10, 2013             Filed herewith