EX-4.2



 Exhibit 4.2 

[Form of Face of Note] 
 [UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]1 
  
  

GLOBAL NOTE 
 4.75%
SENIOR NOTES DUE 2025 
 CUSIP         

ISIN         

No. $         

CENTENE CORPORATION 
 promises to pay to
CEDE & CO., INC. or registered assigns, the principal sum of Dollars ($ ) on January 15, 2025. 
 Interest Payment Dates: January 15
and July 15, commencing July 15, 2017. 
 Record Dates: January 1 and July 1 

Dated:                     ,
20         
  
  

	1 	To be included in a Global Note 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its
duly authorized officer. 
  

			
	CENTENE CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the 
 Notes
referred to in the 
 within-mentioned Indenture: 
 THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory

 Dated                 
    , 20         







 (Back of Note) 

4.75% Senior Notes due 2025 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. Interest. Centene Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal
amount of this Note at 4.75% per annum until maturity. The Company shall pay interest semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest shall accrue from the most recent date to which interest has been paid on the Notes (or one or more Predecessor Notes) or, if no interest has been paid, from November 9, 2016. The Company
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate then in effect under the
Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
 2. Method of Payment. The
Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the January 1 or July 1 next preceding the Interest
Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note
Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, shall act
as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Restricted Subsidiaries may act in any such capacity. 

4. Indenture. The Company issued the Notes under an Indenture dated as of November 9, 2016 (the “Indenture”)
between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling. 







 5. Optional Redemption. 

(a) Except as set forth in clause (b) of this paragraph 5, the Notes shall not be redeemable at the option of the Company prior to
January 15, 2020. 
 (b) At any time prior to January 15, 2020, the Company may redeem all or any portion of the Notes, at once or
over time, upon notice as described in Section 3.03 of the Indenture at a Redemption Price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the
Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on an interest payment date falling prior to the Redemption Date). 

(c) On or after January 15, 2020, the Company may redeem all or any portion of the Notes, at once or over time, upon notice as described
in Section 3.03 of the Indenture. The Notes may be redeemed at the Redemption Prices set forth below, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to
receive interest due on an interest payment date falling prior to the Redemption Date). The following prices are for Notes redeemed during the 12 month period commencing on January 15 of the years set forth below, and are expressed as
percentages of principal amount. 
  

					
	 Year
	  	Redemption
Price	 
	 2020
	  	 	103.563	% 
	 2021
	  	 	102.375	% 
	 2022
	  	 	101.188	% 
	 2023 and thereafter
	  	 	100.000	% 

 6. Mandatory Redemption. Except as set forth in Sections 4.12 and 4.16 of the Indenture, the Company
shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 7. Repurchase at Option of
Holder. 
 (a) Upon the occurrence of a Change of Control, Article 3 and Section 4.16 of the Indenture shall apply to the
extent applicable. 
 (b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, Article 3 and
Section 4.12 of the Indenture shall apply to the extent applicable. 
 8. Notice of Redemption. Notice of redemption shall be
sent at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address (or electronically for Global Notes). Notes in denominations larger than $2,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 







 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented
hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
 10. Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 
 11. Amendment, Supplement and
Waiver. The Company and the Trustee may amend or supplement the Indenture or the Notes in accordance with Article 9 of the Indenture. 

12. [Reserved]. 
 13. Trustee
Dealings with Company. Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. 
 14. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator or stockholder, member, manager or partner of the Company or of any Guarantor, as such, shall have any liability for any Obligations of the Company or any Guarantor under the Indenture, any supplemental indenture, the Notes, the
Subsidiary Guarantees, if any, or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. 

15. Authentication. This Note shall not be valid until authenticated by manual, facsimile or electronic signature of the Trustee or an
authenticating agent. 
 16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 







 18. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPALS OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 

Centene Corporation 
 7700 Forsyth
Boulevard 
 St. Louis, MO 63102 

Attention: General Counsel 

Telecopier No.: (314) 725-5180 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.16 of the Indenture, check the box below:

 ☐ Section 4.12 

☐ Section 4.16 
 If
you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.16 of the Indenture, state the amount you elect to have purchased: $     

 

			
	Date:	  	Your Signature:
		  	(Sign exactly as your name appears on the Note)
		
		  	 Tax Identification No.:

		
		  	 SIGNATURE GUARANTEE

		  	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

I or we assign and transfer this Note to 
  

	
	  
 (Print or type
assignee’s name, address and zip code)

	
	  
 (Insert
assignee’s soc. sec. or tax I.D. No.)
  
 and irrevocably appoint
                                         
           agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.



 

									
	Date:	 	  
	  	 Your
 signature:
	  		 	  

		 		  		  		 	Sign exactly as your name appears on the other side of this Note.

  

	
	Signature Guarantee:
	
	  

	 (Signature must be guaranteed)


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

																	
	 Date of Exchange
	  	Amount of
decrease in
Principal
Amount of
this Global
Note	 	  	Amount of
increase in
Principal
Amount of
this Global
Note	 	  	Principal
Amount of
this Global
Note following
such decrease
(or increase)	 	  	Signature of
authorized
signatory of
Trustee or
Note
Custodian