S-1/A: General form of registration statement for all companies including face-amount certificate companies

Published on November 13, 2001


Exhibit 3.2a

CENTENE CORPORATION
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION


Centene Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said Corporation at a meeting duly
called and held on October 22, 2001, adopted the following resolutions to amend
the Certificate of Incorporation of said Corporation:

RESOLVED, that the Board of Directors hereby amends the Certificate of
Incorporation of the Corporation as follows:

1. Subparagraph (a) of Article FOURTH is hereby amended in its entirety to
read as follows:

"(a) Authorized Capital Stock. The total number of shares of capital stock
which the Corporation shall have authority to issue is 50,000,000 shares,
consisting of (i) 40,000,000 shares of common stock, par value of one-tenth of
one cent ($0.001) per share (the "Common Stock") and (ii) 10,000,000 shares of
preferred stock, par value of one-tenth of one cent ($0.001) per share (the
"Preferred Stock")."

2. Subparagraph (b) of Article FOURTH is hereby amended in its entirety to
read as follows:

"(b)(A) A total of 39,000,000 shares of Common Stock shall be known and
designated as Series A Common Stock ("Series A Common Stock"). A total of
1,000,000 shares of Common Stock shall be known and designated as Series B
Common Stock ("Series B Common Stock"). The powers, preferences and rights, and
the qualifications, limitations and restrictions, of each class of the Common
Stock are as follows:

(1) General. The Series A Common Stock and the Series B Common Stock
shall have identical designations, preferences and relative,
participating, optional or other special rights except that the
holders of Series B Common Stock shall not be entitled to vote
(except as otherwise required by law) but shall be entitled to
notice of all meetings of shareholders. The holders of Series A
Common Stock shall be entitled to one vote for each share of
Series A Common Stock held with respect to all matters submitted
to vote or written consent of stockholders. The holders of shares
of Series A Common Stock shall not have cumulative voting rights.


(2) Dividends; Stock Splits. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of this
Certificate of Incorporation, as it may be amended from time to
time, holders of shares of Series A Common Stock and Series B
Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock or property of the Corporation
when, as and if declared thereon by the Board of Directors from
time to time out of assets or funds of the Corporation legally
available therefor.

(3) Liquidation, Dissolution, etc. In the event of any liquidation,
dissolution or winding up (either voluntary or involuntary) of
the Corporation, the holders of shares of Series A Common Stock
and Series B Common Stock shall be entitled to receive the assets
and funds of the Corporation available for distribution after
payments to creditors and to the holders of any Preferred Stock
of the Corporation that may at the time be outstanding, in
proportion to the number of shares held by them, respectively.

(4) Merger, etc. In the event of a merger or consolidation of the
Corporation with or into another entity (whether or not the
Corporation is the surviving entity), the holders of each share
of Series A Common Stock and Series B Common Stock shall be
entitled to receive the same per share consideration on a per
share basis.

(5) No Preemptive or Subscription Rights. No holder of shares of
Series A Common Stock and Series B Common Stock shall be entitled
to preemptive or subscription rights.

(B) The Series A Common Stock and the Series B Common Stock shall
automatically be converted into shares of Common Stock immediately upon the
closing of a public offering pursuant to an effective Registration Statement
under the Securities Act of 1933, as amended, covering the Corporation's Common
Stock in a firm-commitment, underwritten public offering by a nationally
recognized investment banking firm with aggregate net cash proceeds to the
Corporation (after deducting underwriters' discounts and expenses), at the
public offering price, of at least $10 million and an equivalent public offering
price per share of Common Stock (as such shares of such stock are presently
constituted) of at least $1.33. Thereafter, the Corporation shall have only one
class of Common Stock which shall have the same powers, preferences and rights,
and the same qualifications, limitations and restrictions as the Series A Common
Stock immediately prior to such conversion."

SECOND: That aforesaid amendments were duly approved by the written consent
of the sole shareholder of the Corporation.

THIRD: That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

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IN WITNESS WHEREOF, said Centene Corporation has caused this
certificate to be signed by Michael F. Neidorff, its President and Chief
Executive Officer, this 25th day of October, 2001.

By: /s/ Michael F. Neidorff
-------------------------------------
Michael F. Neidorff
President and Chief Executive Officer

ATTEST:
/s/ K. L. Witty
- --------------------------------
Secretary

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