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

Published on October 9, 2001


Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION
OF
CENTENE CORPORATION


The following Restated Articles of Incorporation, duly adopted
pursuant to the provisions of the Wisconsin Business Corporation Law, supersede
and take the place of the heretofore existing Articles of Incorporation of
Centene Corporation:

ARTICLE I
---------

The name of the corporation is Centene Corporation (the
"Corporation").
-----------

ARTICLE II
----------

The aggregate number of shares which the Corporation shall have
authority to issue is thirty million (30,000,000), consisting of seventeen
million (17,000,000) shares of common stock, one-third of one cent ($0.00333...)
par value per share ("Common Stock"), and thirteen million (13,000,000) shares
------------
of preferred stock, sixteen and two-third cents ($0.16666...) par value per
share ("Preferred Stock").
---------------

The board of directors of the Corporation (the "Board of Directors")
------------------
is authorized at any time and from time to time to provide for the issuance of
shares of Common Stock and shares of Preferred Stock in one or more series with
such distinguishing designations and preferences, limitations and relative
rights, in whole or in part, as are stated in these Restated Articles of
Incorporation or, to the extent not so stated or expressed, as may be stated and
expressed in a resolution or resolutions establishing such series and providing
for the issuance thereof, adopted by the Board of Directors (a "Series
------
Resolution"), including without limitation the designation and number of shares
----------
of each such series, the voting rights, if any, of each such series, and the
dividend, redemption, liquidation, conversion and other rights, if any, of each
such series.

A total of 16,000,000 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"). A total of 2,400,000 shares of Preferred
---------------------
Stock shall be known and designated as Series A Preferred Stock ("Series A
--------
Preferred Stock"). A total of 1,050,000 shares of Preferred Stock shall be known
---------------
and designated as Series B Preferred Stock ("Series B Preferred Stock"). A total
------------------------
of 850,000 shares of Preferred Stock shall be known and designated as Series C
Preferred Stock ("Series C Preferred A Stock"). A total of 4,000,000 shares of
--------------------------
Preferred Stock shall be known and designated as Series D Preferred Stock
("Series D Preferred Stock"). The remaining number of authorized shares of
------------------------
Preferred Stock which are not Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock or the subject of a
Series Resolution shall be undesignated Preferred Stock. The Board of Directors


from time to time may increase or decrease the number of shares of any series,
but not, in the case of a decrease, to a number less than the number of shares
of such series then outstanding. The Series A Common Stock, Series B Common
Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock shall have the following relative rights,
preferences and limitations, but except as so set forth shall be identical in
every respect.

A. Dividends. The holders of Preferred Stock, including the Series A
---------
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock, shall be entitled to participate with the holders of Common
Stock in any dividends paid or set aside for payment (other than dividends
payable solely in shares of Common Stock) so that holders of Preferred Stock
shall receive with respect to each share of Preferred Stock an amount equal to
(i) the dividend payable with respect to each share of Common Stock multiplied
by (ii) the number of shares (and fraction of a share, if any) of Common Stock
into which such share of Preferred Stock is convertible as of the record date
for such dividend; provided, however, that the holders of the Series D Preferred
-------- -------
Stock shall be entitled to receive such dividends in preference to any other
class or series of stock.

B. Liquidation Preference. The following provisions shall apply in
----------------------
the event of any liquidation, dissolution or winding up of the Corporation
either voluntarily or involuntarily (a "Liquidation Event"). The following
-----------------
events also shall be considered a Liquidation Event: (i) a consolidation or
merger of the Corporation with or into another corporation or other entity or
person, or any other corporate reorganization (other than a consolidation,
merger or reorganization following which the holders of fifty percent (50%) or
more of the capital stock of the resulting or surviving entity, determined on a
common equivalent basis, are persons or entities who were shareholders of the
Corporation or affiliates of shareholders immediately prior to such
consolidation, merger or reorganization) or (ii) a sale, lease or other
disposition of all or substantially all of the assets of the Corporation (other
than to an entity which is at least 50% owned by persons or entities who were
shareholders or affiliates of shareholders of the Corporation immediately prior
to such sale, lease or other disposition), unless in the case of either
------
subsections (i) or (ii) the holders of more than 50% of the then outstanding
shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock and any of one or more additional series of the
Corporation's Preferred Stock (each such series being referred to herein as an
"Additional Series"), acting together, consent in writing, within 20 days of
-----------------
receiving notice from the Corporation of the imminence of such consolidation,
merger, or sale, that such consolidation, merger or sale, for purposes of this
Section B, shall not be deemed a Liquidation Event:

(1) Preference Amount. Upon any Liquidation Event, before any
-----------------
distribution or payment shall be made to the holders of Series A Common Stock,
Series B Common Stock, Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Additional Series, the holders of Series D
Preferred Stock shall be entitled to receive prior to and in preference of any
distribution of the assets or surplus funds of the Corporation to such

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holders of Series A Common Stock, Series B Common Stock, Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Additional Series,
(i) the greater of (x) an amount equal to five dollars ($5.00) per share (such
amount to be adjusted proportionately in the event of any stock splits, stock
combinations, stock dividends or recapitalizations) or (y) the amount per share
that would be received if the Series D Preferred Stock was converted into Series
A Common Stock prior to the Liquidation Event plus (ii) a further amount equal
to any dividends declared or accrued but unpaid on such shares (the sum of
clauses (i) and (ii), the "Series D Preferred Stock Preference Amount"). After
------------------------------------------
the payment of the Series D Preferred Stock Preference Amount, the holders of
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
shall be entitled to receive out of the remaining assets of the Corporation
legally available for distribution if any, prior to and in preference of any
distribution of the assets or surplus funds of the Corporation to the holders of
Series A Common Stock or Series B Common Stock, an amount equal to forty-four
and one-third cents ($0.44333...) per share (such amount to be adjusted
proportionately in the event of any stock splits, stock combinations, stock
dividends or recapitalizations) plus a further amount equal to any dividends
declared or accrued but unpaid on such shares, based upon the relative
liquidation preferences of the Series A Preferred Stock, the Series B Preferred
Stock and the Series C Preferred Stock (the "Second Preference Amount"). The
------------------------
aggregate sum payable to all holders of Preferred Stock hereunder is herein
referred to as the "Preference Amount." If, upon such Liquidation Event, the
-----------------
assets of the Corporation available for distribution to the shareholders of the
Corporation are insufficient to pay the entire Second Preference Amount, such
assets as are so available shall be distributed on a common equivalent basis
among the holders of Series A Preferred Stock, Series B Preferred Stock and the
Series C Preferred Stock in relation to their respective liquidation
preferences.

(2) Remainder. After the payment or the setting aside for payment
---------
of the Preference Amount, the assets of the Corporation remaining available for
distribution shall be distributed among all the holders of Series A Common
Stock, Series B Common Stock, Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock on a common equivalent basis.

(3) Noncash Distributions, Common Equivalency. If any of the
-----------------------------------------
assets of the Corporation are to be distributed other than in cash under this
Section B or for any purpose, then the Board of Directors shall promptly engage
independent competent appraisers to determine the value of the assets to be
distributed to the shareholders of the Corporation. The Corporation shall, upon
receipt of such appraiser's valuation, give prompt written notice of the
appraiser's valuation to each shareholder. As used herein, the "common
------
equivalence" of any share of Preferred Stock is the number of shares of Common
-----------
Stock into which such share of Preferred Stock is at the time convertible and
the phrase "on a common equivalent basis" refers to a calculation done on the
----------------------------
basis of common equivalence.

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C. Voting Rights.
-------------

(1) Series A Common Stock, Series A Preferred Stock and Series D
------------------------------------------------------------
Preferred Stock. The holders of Series A Common Stock shall be entitled to one
---------------
vote for each share of Series A Common Sock held with respect to all matters
submitted for a vote or written consent of shareholders. The holders of Series
A Preferred Stock and Series D Preferred Stock shall be entitled, for each share
of Series A Preferred Stock or Series D Preferred Stock, respectively, held to
the number of votes equal to the number of shares of Series A Common Stock into
which each share of Series A Preferred Stock or Series D Preferred Stock could
be converted on the record date, with respect to all matters submitted for a
vote or written consent of shareholders and, except as otherwise required by
law, shall have voting rights and powers equal to the voting rights and powers
of the Series A Common Stock. The holder of each share of Series A Preferred
Stock or Series D Preferred Stock shall be entitled to notice of any
shareholders' meeting in accordance with the Bylaws of the Corporation and shall
vote together as a single voting group with holders of Series A Common Stock
upon all other matters submitted for a vote or written consent of shareholders,
except those matters required to be submitted to a class or series vote pursuant
to Section F of this Article II, Article IV or by law. Fractional votes shall
not, however, be permitted and any fractional voting rights resulting from the
above formula (after aggregating all shares of Series A Common Stock into which
shares of Series A Preferred Stock or Series D Preferred Stock held by each
holder could be converted) shall be rounded to the nearest whole number (with
one-half rounded upward to one). The holders of each Additional Series shall
have the voting rights, if any, specified in the applicable Series Resolution.

(2) Series B Common Stock, Series B Preferred Stock and Series C
------------------------------------------------------------
Preferred Stock. The holders of Series B Common Stock, Series B Preferred Stock
---------------
and Series C Preferred Stock shall not be entitled to vote (except as otherwise
required by law) but shall be entitled to notice of all meetings of
shareholders.

D. Conversion.
----------

(1) Rights to Convert. Each share of Series A Preferred Stock,
-----------------
Series B Preferred Stock and Series D Preferred Stock shall be convertible at
the option of the holder thereof and at any time after the date of issuance of
such share, into Series A Common Stock, subject to the conditions set forth
below. Each share of Series A Preferred Stock, Series B Preferred Stock or
Series D Preferred Stock shall be convertible into the number of shares of
Series A Common Stock which results from dividing the "Conversion Price" per
----------------
share in effect for such class at the time of conversion into the "Conversion
----------
Value" per share for such c1ass. The number of shares of Common Stock into
-----
which a share of Preferred Stock is convertible is hereinafter referred to as
the "Conversion Rate." The Conversion Price per share of Series A Preferred
---------------
Stock initially in effect shall be forty-four and one-third cents ($0.44333...);
the Conversion Price per share of Series B Preferred Stock initially in effect
shall be forty-four and one-third cents ($0.44333...); and the Conversion Price
per share of Series D Preferred Stock

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initially in effect shall be five dollars ($5.00). The Conversion Value per
share of Series A Preferred Stock and Series B Preferred Stock shall be
forty-four and one-third cents ($0.44333...); and the Conversion Value per share
of Series D Preferred Stock shall be five dollars ($5.00). The initial
Conversion Price for each such series of Preferred Stock shall be subject to
adjustment as hereinafter provided. In addition, each share of Series B
Preferred Stock shall be convertible, at the option of the holder thereof and at
any time after the date of issuance of such share, into one share of Series A
Preferred Stock; provided, that such a conversion into Series A Preferred Stock
--------
may not occur to the extent that the holder of Series B Preferred Stock would
immediately following such conversion, hold capital stock of the Corporation
with voting power in the election of directors equaling or exceeding 50% of the
total voting power in such election. Such conversion of shares of stock shall be
at the office of the Corporation. In no event shall shares of Series B Common
Stock be convertible into any other class or series of capital stock. Each share
of any Additional Series shall have the conversion rights, if any, specified in
the applicable Series Resolution.

(2) Automatic Conversion.
--------------------

(a) Each share of Series A Preferred Stock and Series B
Preferred Stock shall automatically be converted into shares of Series A Common
Stock at its then effective Conversion Rate immediately upon the closing of a
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering the
--------------
Corporation's Series A 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 $10,000,000 and an
equivalent public offering price per share of Series A Common Stock (as such
shares of stock are presently constituted) of at least $1.33. Additionally, upon
such an event, each share of Series C Preferred Stock shall automatically be
converted into shares of Series B Common Stock at its then effective Conversion
Rate; the Conversion Price per share of Series C Preferred Stock initially in
effect shall be forty-four and one-third cents ($0.44333...) (subject to
adjustment as hereinafter provided) and the Conversion Value per share of Series
C Preferred Stock shall be forty-four and one-third cents ($0.44333...).

(b) Each share of Series D Preferred Stock shall
automatically be converted into shares of Series A Common Stock at the then
effective Conversion Rate immediately upon the closing of a public offering
pursuant to an effective registration statement under the Securities Act,
covering the Corporation's Series A Common Stock in a firm-commitment,
underwritten public offering by a nationally recognized investment banking firm
with net cash proceeds to the Corporation (after deducting underwriters'
discounts, commissions and expenses) of at least $20 million and an equivalent
public offering price per share of Series A Common Stock of at least $10 (as
adjusted for stock splits, dividends and recapitalizations and the like).

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(3) Mechanics of Conversion. Before any shareholder shall be
-----------------------
entitled to convert shares of stock as provided in Section D(1) above, he shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation and shall give written notice to the Corporation at such
office that he elects to convert the same. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder a
certificate or certificates for the number and type of shares of stock to which
he shall be entitled as aforesaid. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender of
the shares of stock to be converted, and the person or persons entitled to
receive the shares of stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of stock on such
date.

In the event of an automatic conversion pursuant to Section D(2)
above, the outstanding shares of Preferred Stock shall be converted
automatically without any further action by the holders of such shares of
Preferred Stock and whether or not the certificates representing such shares are
surrendered to the Corporation; provided, however, that the Corporation shall
-------- -------
not be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such automatic conversion unless the certificates evidencing such
shares of Preferred Stock are either delivered to the Corporation as provided
above, or the holder notifies the Corporation that such certificates have been
lost, stolen or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates. The Corporation shall, as soon as practicable
after such delivery, or such agreement and indemnification in the case of a lost
certificate, issue and deliver at such office to such holder, a certificate or
certificates for the number of shares of Common Stock to which he shall be
entitled as aforesaid and a check payable to the holder in the amount of any
cash amounts payable as the result of a conversion into fractional shares of
Common Stock. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of closing of the offering, and the
person and persons entitled to receive the shares issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
on such date.

(4) Fractional Shares. No fractional shares shall be issued
-----------------
upon any conversion described in this Section D. In lieu of any fractiona1
shares to which the holder would otherwise be entitled, the Corporation shall
pay cash equal to such fraction multiplied by the Conversion Price.

(5) Adjustment of Conversion Price. The Conversion Price of each
------------------------------
class or series of Preferred Stock shall be subject to adjustment from time to
time after the date of filing of these Restated Articles of Incorporation (the
"Filing Date") as follows:
-----------

(a) Except for Series D Preferred Stock (which shall be
subject to the adjustments set forth in Section D(5)(c)), if the Corporation
after the Filing Date shall issue (i) any Common Stock or other securities of
the Corporation convertible into or exchangeable for Common Stock (other than
"Excluded Stock" (as defined below) or stock
--------------


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dividends, subdivisions, split-ups, combinations or dividends, which are events
covered by Sections D(5)(d), (e) and (f) of this Article II) for a consideration
per share less than the Conversion Price applicable to such class or series of
Preferred Stock in effect immediately prior to the issuance of such Common Stock
(or other securities convertible into or exchangeable for such Common Stock),
then the Conversion Price for such class or series of Preferred Stock shall
forthwith be decreased immediately after such issuance to a price equal to the
quotient obtained by dividing:

(i) an amount equal to the sum of

(x) the total number of shares of Common Stock
outstanding (including any shares deemed to have
been issued pursuant to subsection (C) of this
Section D(5)(a)) immediately prior to such
issuance multiplied by the Conversion Price in
effect for such class or series of Preferred
Stock immediately prior to such instance, plus

(y) the consideration received by the
Corporation upon such issuance, by

(ii) the total number of shares of Common Stock
outstanding (including any shares deemed to have been
issued pursuant to subsection (C) of this Section
D(5)(a)) immediately after such issuance of Common
Stock (or other securities convertible into or
exchangeable for such Common Stock).

(b) "Excluded Stock" shall mean:
--------------

(i) shares of Common Stock issued or issuable on or after
the Filing Date upon exercise of options or other purchase
rights granted to employees, officers, directors or
consultants of the Corporation and approved by the Board of
Directors of the Corporation (and any reissuance of such
shares after repurchase thereof); and

(ii) all shares of Common Stock or other securities issued
or to be issued to employees, officers, directors or
consultants of the Corporation after receipt of written
consent to such issuance from the holders of 50% of the then
outstanding shares of Preferred Stock and approval of such
issuance by the Board of Directors of the Corporation; and


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(iii) all shares of Common Stock or other
securities issued to an investment firm or
similar person as a fee in connection with
capital finance activities of the Corporation.

Shares of Excluded Stock shall not be deemed to be
outstanding for purposes of the computations of Section D(5)(a) above prior to
their actual issuance.

(c) Adjustment of Series D Preferred Stock Conversion
-------------------------------------------------
Price. If the Corporation shall issue, after the Filing Date, (i) any Common
-----
Stock. warrants, rights, options or other securities of the Corporation
convertible into or exchangeable for Common Stock (excluding shares of Common
Stock issued or issuable to employees, officers, directors or consultants
pursuant to the Corporation's now or hereafter existing benefit plans as
approved by the Board of Directors; or warrants, options or stock not to exceed
a value of $5O,000 per employee issued in connection with employment agreements
with new members of executive management, or shares of Common Stock or
securities issued to an investment banking firm or similar person as a fee in
connection with capital finance activities of the Corporation) that have an
exercise or conversion price at issuance lower than the Conversion Price of the
Series D Preferred Stock in effect immediately prior to such issuance (the
"Trigger Stock") or (ii) stock dividends, subdivisions, split-ups, combinations
-------------
or dividends, which are events covered by Sections D(5)(d), (e) and (f) of this
Article II), then the Conversion Price for the Series D Preferred Stock shall
forthwith be adjusted to a price equal to the lowest consideration received per
share for any share of such Trigger Stock.

(d) For purposes of making any such calculation pursuant to
this Sections D(5)(a) and (c), the shares of Common Stock issuable upon
conversion of the outstanding shares of Preferred Stock, together with any other
shares of the same class of capital stock deemed issued and outstanding pursuant
to subsection (C) of this Section D(5)(d), shall be deemed issued and
outstanding at all times. For purposes of any adjustment of the Conversion Price
pursuant to this subsection (a) and (c) of this Section D(5), the following
provisions shall be applicable:

(i) In the case of the issuance of Common
Stock for cash, the consideration received
therefor shall be deemed to be the amount of cash
paid therefor without deducting any discounts or
commissions paid or incurred by the Corporation
in connection with the issuance and sale thereof.

(ii) In the case of the issuance of Common
Stock for a consideration in whole or in part
other than cash, the consideration other than
cash shall be deemed to be the fair value thereof
as determined in good faith by the Board of
Directors of the Corporation, in accordance with
generally accepted accounting treatment


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(iii) In the case of the issuance of (i) options to
purchase or rights to subscribe for Common Stock (other
than Excluded Stock), (ii) securities by their terms
convertible or exchangeable for such Common Stock (other
than Excluded Stock), or (iii) options to purchase or
rights to subscribe for such convertible or exchangeable
securities:

(A) the aggregate maximum number of shares of
Common Stock deliverable upon exercise of such options to purchase or rights to
subscribe for Common Stock shall be deemed to be issuable for a consideration
equal to the consideration (determined in the manner provided in subsections (i)
and (ii) above), if any, received by the Corporation upon the issuance of such
options or rights plus the minimum purchase price provided in such options or
rights for the Common Stock covered thereby;

(B) the aggregate maximum number of shares of
Common Stock deliverable upon conversion of or in exchange for any such
convertible or exchangeable securities, or upon the exercise of options to
purchase or rights to subscribe for such convertible or exchangeable securities
and subsequent conversion or exchange thereof, shall be deemed to be issuable
for a consideration equal to the consideration received by the Corporation for
any such securities and related options or rights (including any cash received
on account of accrued interest or accrued dividends), plus the additional
consideration, if any, to be received by the Corporation upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
subsections (i) and (ii) above);

(C) the aggregate maximum number of shares of
Common Stock deliverable upon exercise of such options or rights or upon
conversion of or in exchange for such convertible or exchangeable securities
upon the exercise of options to purchase or rights to subscribe for such
convertible or exchangeable securities and subsequent conversion or exchange
thereof, shall be deemed to have been issued at the time such options or rights
or securities were issued, provided that the consideration for which such Common
Stock is deemed to be issuable does not exceed the issuance price of securities
issued in the latest bona fide round of financing by the Corporation;

(D) on any change in the number of shares of
Common Stock deliverable upon exercise of any such options or rights or
conversion of or exchange for such convertible or exchangeable securities, or on
any change in the minimum purchase price of such options, rights or securities,
other than a change resulting from the antidilution provisions of such options,
rights or securities, the Conversion Price shall forthwith be readjusted to such
Conversion Price as would have obtained had the adjustment (and any subsequent
adjustments) made upon (x) the basis of the issuance of such options, rights or
securities not exercised, converted or exchanged prior to such change, as the
case may be, been made upon the basis of such change, or (y) the basis of the
issuance of the options or rights related to such securities not


-9-


converted or exchanged prior to such change, as the case may be, been made upon
the basis of such change; and

(E) on the expiration of any such options or
rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Conversion Price shall forthwith be readjusted to such
Conversion Price as would have obtained had the adjustment (and any subsequent
adjustments) made upon the basis of the issuance of such options, rights,
convertible or exchangeable securities or options or rights related to such
convertibIe or exchangeable securities, as the case may be, been made upon the
issuance of only the number of shares of Common Stock actually issued upon the
exercise of such options or rights, upon the conversion or exchange of such
convertible or exchangeable securities or upon the exercise of the options or
rights related to such convertible or exchangeable securities, as the case may
be.

(e) If the number of shares of Common Stock outstanding
at any time after the date hereof is increased by a stock dividend payable in
shares of such Common Stock or by a subdivision or split-up of shares of such
Common Stock, then, on the date such payment is made or such change is
effective, the Conversion Price for each class or series of Preferred Stock
shall be appropriately decreased so that the number of shares of Common Stock
issuable on conversion of such class or series of Preferred Stock shall be
increased in proportion to such increase of outstanding shares.

(f) If the number of shares of Common Stock outstanding
at any time after the date hereof is decreased by a combination of the
outstanding shares of such Common Stock, then, on the effective date of such
combination, the Conversion Price for each class or series of Preferred Stock
shall be appropriateIy increased so that the number of shares of Common Stock
issuable on conversion of such class or series of Preferred Stock shall be
decreased in proportion to such decrease in outstanding shares.

(g) If the Corporation shall declare a cash dividend
upon Common Stock payable otherwise than out of retained earnings or shall
distribute to holders of such Common Stock shares of another class or series of
capital stock, stock or other securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights (excluding options to purchase and rights to
subscribe for such Common Stock or other securities of the Corporation
convertible into or exchangeable for such Common Stock), then, in such case, the
holders of shares of Preferred Stock shall, concurrent with the distribution to
holders of such Common Stock, receive a like distribution based upon the number
of shares of such Common Stock into which the shares of Preferred Stock are then
convertible.

(h) In the event, at any time after the date hereof,
of (i) a capital reorganization or any reclassification of the stock of the
Corporation (other than a change in par value or as a result of a stock dividend
or subdivision, split-up or combination of shares) or (ii)


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the consolidation or merger of the Corporation with or into another person
(other than a consolidation or merger in which the Corporation is the continuing
entity and which does not result in any change in Common Stock, or (iii) the
sale or other disposition of all or substantially all the properties and assets
of the Corporation as an entirety to any other person, the shares of Preferred
Stock shall, if such event is not deemed a Liquidation Event (as defined in
Section B of this Article II), after such reorganization, reclassification,
consolidation, merger, sale or other disposition, be convertible into the kind
and number of shares of stock or other securities or property of the Corporation
or of the entity resulting from such consolidation or surviving such merger or
to which such properties and assets shall have been sold or otherwise disposed
to which such holder would have been entitled if immediately prior to such
reorganization, reclassification, consolidation, merger, sale or other
disposition he had converted his shares of Preferred Stock into such Common
Stock. The provisions of this subsection (h) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales or other
dispositions.

(i) All calculations under this Section D shall be made to the
nearest cent or to the nearest one hundredth (l/100) of a share, as the case may
be.

(6) Minimal Adjustments. No adjustment in a Conversion Price need be
-------------------
made if such adjustment would result in a change in a Conversion Price of less
than $0.01. Any adjustment of less than $0.01 which is not made shall be carried
forward and shall be made at the time of and together with any subsequent
adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or
more in a Conversion Price.

(7) Certificate as to Adjustments. Upon the occurrence of each
-----------------------------
adjustment or readjustment of a Conversion Price pursuant to this Section D, the
Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
shareholder a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The Corporation upon written request at any time by any shareholder, shall
furnish or cause to be furnished to such shareholder a like certificate setting
forth (i) such adjustments and readjustments, (ii) the Conversion Price and
Conversion Rate at the time in effect, and (iii) the number of shares and the
amount, if any, of other property which at the time would be received upon the
conversion.

(8) Notices of Record Date. In the event of any taking by the
----------------------
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive a
dividend (other than a cash dividend) or other distribution, the Corporation
shall mail to each shareholder at least twenty (20) days prior to the date
specified herein, a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

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(9) Reservation of Common Stock Issuable Upon Conversion. The
----------------------------------------------------
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of shares of Preferred Stock such number of its shares as shall from
time to time be sufficient to effect the conversion of all outstanding shares of
Preferred Stock; and if at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of Preferred Stock, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

(10) Notices. Any notice required by the provisions of this Section D
-------
to be given to a shareholder shall be deemed given if deposited in the United
States mail, postage prepaid, and addressed to each holder of record at his
latest address appearing on the books of the Corporation.

E. Redemption.
----------

(1) Optional Redemption. At the individual option of each holder of
-------------------
shares of Series D Preferred Stock, the Corporation shall redeem for cash up to
fifty percent (50%) of that holder's Series D Preferred Stock outstanding on
each of September 1, 2003 and September 1, 2004 (each, a "Redemption Date") at a
---------------
price equal to the sum of (i) 110% of five dollars ($5.00) per share (such
amount to be adjusted proportionately in the event of any stock splits, stock
combinations, stock dividends or recapitalizations) plus (ii) a further amount
equal to any dividends declared or accrued but unpaid in such shares (the
"Redemption Amount"). The number of shares of Series D Preferred Stock to be
-----------------
redeemed from each holder on a Redemption Date shall be equal to fifty percent
(50%) of the total number of shares initially held by such holder less the
number of shares of Series D Preferred Stock for which the holder has exercised
its conversion right under Section D of this Article I).

(2) Mandatory Redemption. Notwithstanding any provision to the
--------------------
contrary, in the event of a Change of Control (as defined below) and upon the
request of a holder of Series D Preferred Stock, the Corporation shall be
obligated to repurchase the Series D Preferred Stock held by such holder for an
amount equal to the Redemption Amount. For purposes of this Section E(2),
"Change of Control" shall mean any event or series of events by which (i) any
-----------------
person or group, who are not shareholders or affiliates of shareholders of the
Corporation immediately prior to such event, obtains a majority of the
securities of the Corporation ordinarily having the right to vote in the
election of directors; (ii) 50% or less of the Common Stock equivalents are held
after a merger, consolidation, reorganization, recapitalization, dissolution or
liquidation of the Corporation by persons who immediately prior to such event
were shareholders or affiliates of shareholders of the Corporation; (iii) any
sale, lease, exchange, or other transfer of all, or substantially all of the
assets of the Corporation; or (iv) the adoption of a plan leading to the
liquidation, dissolution or winding up of the Corporation.

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F. Protective Provisions. So long as any of the Series A Preferred Stock,
---------------------
Series D Preferred Stock or any Additional Series is outstanding, the
Corporation shall not without obtaining the approval (by vote or written consent
as provided by law) of the holders of at least a majority of the outstanding
shares of Series A Preferred Stock, Series D Preferred Stock and such Additional
Series, acting as a single class:

(1) Change of Rights. Materially and adversely alter or change the
----------------
rights, preferences or privileges of any series of Preferred Stock.

(2) Create a New Class. Create any new class or series of shares
------------------
having a preference over or being on a parity with any outstanding shares of
Preferred Stock as to dividends or assets, or authorize or issue shares of stock
of any class or series or any bonds, debentures, notes or other obligations
convertible into or exchangeable for, or having options or rights to purchase,
any shares of stock of this Corporation having any preference over or being on a
parity with any outstanding shares of Preferred Stock as to dividends or assets.

(3) Reclassification. Reclassify any class or series of Common Stock
----------------
into shares having any preference as to dividends or assets superior to or on a
parity with any outstanding shares of Preferred Stock.

ARTICLE III
-----------

The name and address of the registered agent and registered office of the
Corporation are MIBEF Corporate Services, Inc., 100 East Wisconsin Avenue, Suite
3300, Milwaukee, Wisconsin 53202-4108.

ARTICLE IV
----------

The number of directors constituting the Board of Directors of the Corporation
shall be fixed in the manner specified in the Corporation's By-Laws; provided,
--------
however, that so long as at least 25% of the Series D Preferred Stock issued as
-------
of the date hereof remains outstanding, the holders of Series D Preferred
Stock, voting as a separate class, shall be entitled to designate two (2)
persons to the Board of Directors, one of whom shall be Edward Cahill and the
second designee shall be an individual who is acceptable to the Corporation's
President and Chief Executive Officer. The Series D Directors can only be
removed by the holders of a majority of the Series D Preferred Stock.

ARTICLE V
---------

Any action required or permitted to be taken at a meeting of the shareholders of
the Corporation may be taken without a meeting by shareholders who would be
entitled to vote at a meeting those shares with voting power to cast no less
than the minimum number or, in the case of voting groups, numbers of votes that
would be necessary to authorize or take the action at a meeting at

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which all shares entitled to vote were present and voted. Any action so take
must be evidenced by one or more written consents describing the action taken,
signed by the number of shareholders necessary to take the action and delivered
to the Corporation for inclusion in the corporate records.


_____________________________________


The foregoing Restated Articles of Incorporation of Centene Corporation contain
amendments to the Articles of Incorporation requiring shareholder approval; do
not provide for an exchange, reclassification or cancellation of issued shares;
and were duly adopted on _______________, 1998 in accordance with Section
180.1003 and 180.1007 of the Wisconsin Business Corporation Law.

Dated this 23rd day of September, 1998.



/s/ Michael Neidorff
----------------------------------
Michael Neidorff, President

This instrument was drafted by and is returnable to:

Robert J. Johannes, Esq.
Michael Best & Friedrich
100 East Wisconsin Avenue, Suite 3300
Milwaukee, Wisconsin 53202
414-271-6560

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