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

Published on November 23, 2001



Exhibit 1



3,500,000 Shares

CENTENE CORPORATION

Common Stock

UNDERWRITING AGREEMENT
----------------------

December ., 2001


SG COWEN SECURITIES CORPORATION
THOMAS WEISEL PARTNERS LLC
CIBC WORLD MARKETS CORP.
As Representatives of the several Underwriters
c/o SG Cowen Securities Corporation
Financial Square
New York, New York 10005

Ladies and Gentlemen:

1. INTRODUCTORY. Centene Corporation, a Delaware corporation (the "Company"),
and Managed Health Services, Inc. (the "Firm Selling Stockholder") propose to
sell, pursuant to the terms of this Agreement, to the several underwriters named
in SCHEDULE A hereto (collectively the "Underwriters" and each an "Underwriter")
an aggregate of 3,500,000 shares (the "Firm Stock") of common stock, $.001 par
value (the "Common Stock"), of the Company. The other selling stockholders named
in SCHEDULE B hereto (the "Option Selling Stockholders" and collectively with
the Firm Selling Stockholder the "Selling Stockholders") propose to sell to the
Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to
an additional 525,000 shares of Common Stock (the "Optional Stock"). The Firm
Stock and the Optional Stock are hereinafter collectively referred to as the
"Stock." SG Cowen Securities Corporation ("SG Cowen"), Thomas Weisel Partners
LLC ("TWP") and CIBC World Markets Corp. are acting as representatives of the
several Underwriters and in such capacity are hereinafter referred to as the
"Representatives."

TWP has agreed to reserve up to 175,000 shares of Firm Stock (the "Directed
Stock") to be purchased by it under this Agreement for sale to the Company's
directors, officers, employees, business associates and other parties related to
the Company, as set forth in the Prospectus (as defined below) under the heading
"Underwriting" (the "Directed Stock Program"). Any Directed Stock not orally
confirmed for purchase by any such parties by the end of the business day on
which this Agreement is executed will be offered to the public by the
Underwriters as set forth in the Prospectus. For purposes of this Agreement,
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading.

2. (I) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to, and agrees with, the several Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-71258) (the
"Initial Registration Statement") in respect of the Stock has been filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"); the Initial
Registration Statement and any post-effective amendment thereto, each in
the form heretofore delivered to you and, excluding exhibits thereto, to
you for each of the other Underwriters, have been declared effective by the
Commission in such form; other than a registration statement, if any,


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increasing the size of the offering (a "Rule 462(b) Registration
Statement"), filed pursuant to Rule 462(b) of the rules and regulations of
the Commission under the Securities Act (the "Rules and Regulations"),
which became effective upon filing, no other document with respect to the
Initial Registration Statement has heretofore been filed with the
Commission, other the request of the Company for confidential treatment of
certain terms of an agreement filed as an exhibit to the Initial
Registration Statement (copies of which request, together with all related
correspondence with the Commission, have been previously provided to SG
Cowen on behalf of the Underwriters); and no stop order suspending the
effectiveness of the Initial Registration Statement, any post-effective
amendment thereto or the Rule 462(b) Registration Statement, if any, has
been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the
Initial Registration Statement or filed with the Commission pursuant to
Rule 424(a) of the Rules and Regulations, is hereinafter called a
"Preliminary Prospectus"); the various parts of the Initial Registration
Statement and the Rule 462(b) Registration Statement, if any, including all
exhibits thereto and including the information contained in the form of
final prospectus filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations and deemed by virtue of Rule 430A of the Rules and
Regulations to be part of the Initial Registration Statement at the time it
was declared effective, each as amended at the time such part of the
Initial Registration Statement became effective or such part of the Rule
462(b) Registration Statement, if any, became or hereafter becomes
effective, are hereinafter collectively called the "Registration
Statements;" and such final prospectus, in the form first filed pursuant to
Rule 424(b) of the Rules and Regulations, is hereinafter called the
"Prospectus." No document has been or will be prepared or distributed in
reliance on Rule 434 of the Rules and Regulations. No order preventing or
suspending the use of any Preliminary Prospectus has been issued by the
Commission.

(b) The Registration Statement conforms in all material respects to
the requirements of the Securities Act and the Rules and Regulations and
does not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading. The Rule 462(b) Registration Statement,
if any, the Prospectus, and any amendments or supplements to either of the
Registration Statements or the Prospectus, will, when they become effective
or are filed with the Commission (as the case may be), conform in all
material respects to the requirements of the Securities Act and the Rules
and Regulations and will not, as of the applicable effective date (as to
the Registration Statements and any amendment thereto) or as of the
applicable filing date (as to the Prospectus and any amendment or
supplement thereto) contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading. The foregoing representations
and warranties in this Section 2(I)(b) shall not apply to information
contained in or omitted from the Registration Statements or the Prospectus
or any such amendment or supplement thereto in reliance upon, and in
conformity with, written information with respect to the Underwriters that
has been furnished to the Company through the Representatives by or on
behalf of any Underwriter specifically for inclusion therein.

(c) The Company owns or controls, directly or indirectly, only the
corporations, associations or other entities listed in Exhibit 21 to Item
16a of the Initial Registration Statement (the "Subsidiaries"). The Company
has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware and is duly qualified to
do business and is in good standing as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the conduct of
its business requires such qualification, and has all power and authority
necessary to own or hold its properties and to conduct the business in
which it is engaged, except where the failure to so qualify or have such
power or authority would not have, singularly or in the aggregate, a
material adverse effect on the condition (financial or otherwise), results
of operations, business or prospects of the Company and the Subsidiaries
taken as a whole (a "Material Adverse Effect"). Each of the Subsidiaries
has been duly incorporated and is validly existing as a


3

corporation in good standing under the laws of its jurisdiction of
incorporation, is duly qualified to do business and is in good standing as
a foreign corporation in each jurisdiction in which its ownership or lease
of property or the conduct of its business requires such qualification, and
has all power and authority necessary to own or hold its properties and to
conduct the business in which it is engaged, except where the failure to so
qualify or have such power or authority would not have, singularly or in
the aggregate, a Material Adverse Effect.

(d) This Agreement has been duly authorized, executed and delivered by
the Company.

(e) The shares of Firm Stock to be sold by the Company have been duly
and validly authorized and, when issued and delivered against payment
therefor as provided herein, will be duly and validly issued, fully paid
and nonassessable and free of any preemptive or similar rights and will
conform to the description thereof contained in the Prospectus.

(f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company,
including the shares of Firm Stock to be sold by the Firm Selling
Stockholder and all of the shares of Optional Stock, have been duly and
validly authorized and issued, are fully paid and non-assessable and
conform to the description thereof contained in the Prospectus.

(g) All the outstanding shares of capital stock of each of the
Subsidiaries have been duly authorized and validly issued, are fully paid
and nonassessable and are owned by the Company directly or indirectly
through one or more wholly owned Subsidiaries, free and clear of any claim,
lien, encumbrance, security interest, restriction upon voting or transfer
or any other claim of any third party, except that ten percent of the
issued and outstanding shares of common stock of Superior Health Plan, Inc.
are owned by Community Health Centers Network, L.P.

(h) The execution, delivery and performance of this Agreement by the
Company, and the consummation of the transactions contemplated hereby, will
not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the
Company or any of the Subsidiaries is a party or by which the Company or
any of the Subsidiaries is bound or to which any of the property or assets
of the Company or any of the Subsidiaries is subject, (except for any such
conflicts, breaches violations or defaults that would not, singularly or in
the aggregate, have a Material Adverse Effect), nor will such actions
result in any violation of the provisions of the charter or by-laws of the
Company or any of the Subsidiaries or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Company or any of the Subsidiaries or any of their properties or
assets.

(i) Except for the registration of the Stock under the Securities Act
and such consents, approvals, authorizations, registrations or
qualifications as may be required under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), applicable state securities laws,
and rules and regulations of the National Association of Securities
Dealers, Inc. (the "NASD") in connection with the purchase and distribution
of the Stock by the Underwriters, no consent, approval, authorization or
order of, or filing or registration with, any such court or governmental
agency or body is required for the execution, delivery and performance of
this Agreement by the Company and the consummation of the transactions
contemplated hereby.

(j) Arthur Andersen LLP, who have expressed their opinions on the
audited financial statements and related schedule included in the
Registration Statements and the Prospectus, are independent public
accountants as required by the Securities Act and the Rules and
Regulations.



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(k) The consolidated financial statements, together with the related
notes and schedule, included in the Prospectus and in each Registration
Statement fairly present in all material respects the consolidated
financial position and the consolidated results of operations and changes
in financial position of the Company and the Subsidiaries at the respective
dates or for the respective periods therein specified. Such statements and
related notes and schedule have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis. The summary
and selected consolidated financial and operating data included in the
Registration Statement present fairly in all material respects the
information shown therein and such data have been compiled on a basis
consistent with the consolidated financial statements presented therein and
the books and records of the Company and the Subsidiaries.

(l) Neither the Company nor any of the Subsidiaries has sustained,
since the date of the latest audited consolidated financial statements
included in the Prospectus, any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in the
Prospectus; and, since such date, there has not been any change in the
capital stock or long-term debt of the Company or any of the Subsidiaries
or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the business, general affairs,
management, financial position, stockholders' equity or results of
operations of the Company and the Subsidiaries taken as a whole, otherwise
than as set forth or contemplated in the Prospectus.

(m) Except as set forth in the Prospectus, there is no legal or
governmental proceeding pending to which the Company or any of the
Subsidiaries is a party or of which any property or assets of the Company
or any of the Subsidiaries is the subject that, singularly or in the
aggregate, if determined adversely to the Company or any of the
Subsidiaries, might reasonably be expected to have a Material Adverse
Effect or would prevent or adversely affect the ability of the Company to
perform its obligations under this Agreement; and to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

(n) Neither the Company nor any of the Subsidiaries (i) is in
violation of its charter or by-laws, (ii) is in default in any respect, and
no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any
term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a
party or by which it is bound or to which any of its property or assets is
subject or (iii) is in violation in any respect of any law, ordinance,
governmental rule, regulation or court decree to which it or its property
or assets may be subject, except, with respect to clauses (ii) and (iii),
any violations or defaults that, singularly or in the aggregate, would not
have a Material Adverse Effect.

(o) The Company and the Subsidiaries possess and have performed their
respective obligations with respect to all permits, licenses, approvals,
certificates, consents, orders and other authorizations ("Permits")
issuable by, and have made all declarations and filings with, the
appropriate federal, state, local, foreign and other governmental agencies
and bodies, self-regulatory organizations, and courts and tribunals that
are necessary or desirable for the ownership or leasing of their respective
properties or the conduct of their respective businesses as described in
the Prospectus, except where any failures to possess any such Permit, to
perform such obligations with respect to any Permit or to make any such
declaration or filing, singularly or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect. To the best of the Company's
knowledge, no event has occurred that allows, or after notice or lapse of
time would allow, revocation or termination of any such Permit or results
in any other material impairment of the rights of the holder of any such
Permit. Neither the Company nor any of the Subsidiaries has received any



5

notice of any proceeding relating to revocation or modification of any such
Permit, except where such revocations or modifications, singularly or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect.

(p) Neither the Company nor any of the Subsidiaries is or, after
giving effect to the offering of the Stock and the application of the
proceeds thereof as described in the Prospectus will become, an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended, and the rules and regulations of the Commission thereunder.

(q) Neither the Company nor any of its officers, directors or
affiliates has taken or will take, directly or indirectly, any action
designed or intended to stabilize or manipulate the price of any security
of the Company, or that caused or resulted in, or that might in the future
reasonably be expected to cause or result in, stabilization or manipulation
of the price of any security of the Company. The Company acknowledges that
the Underwriters may engage in passive market making transactions in the
Shares on the Nasdaq Stock Market in accordance with Regulation M under the
Exchange Act.

(r) The Company and the Subsidiaries own or possess the right to use
all patents, trademarks, trademark registrations, service marks, service
mark registrations, trade names, copyrights, licenses, inventions, trade
secrets and rights described in the Prospectus as being owned by them for
the conduct of their respective businesses, and the Company is not aware of
any claim to the contrary or any challenge by any other person to the
rights of the Company and the Subsidiaries with respect to the foregoing.
The businesses of the Company and the Subsidiaries as now conducted and as
proposed to be conducted do not and will not infringe or conflict with any
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses or other intellectual property or franchise right of any person,
except for any such infringements or conflicts that, singularly or in the
aggregate, would not reasonably be expected to have a Material Adverse
Effect. Except as described in the Prospectus, no claim has been made
against the Company or any Subsidiary alleging the infringement by the
Company or such Subsidiary of any patent, trademark, service mark, trade
name, copyright, trade secret, license in or other intellectual property
right or franchise right of any person.

(s) The Company and the Subsidiaries have good and marketable title in
fee simple to, or have valid rights to lease or otherwise use, all items of
real or personal property that are material to the business of the Company
and the Subsidiaries taken as a whole, in each case free and clear of all
liens, encumbrances, claims and defects that might reasonably be expected
to result in a Material Adverse Effect.

(t) No labor disturbance by the employees of the Company or any of the
Subsidiaries exists or, to the best of the Company's knowledge, is imminent
that might reasonably be expected to have a Material Adverse Effect. The
Company is not aware that any key employee or significant group of
employees of the Company or any of the Subsidiaries plans to terminate
employment with the Company or any of the Subsidiaries.

(u) No "prohibited transaction" (as defined in Section 406 of the
Employee Retirement Income Security Act of 1974, as amended, including the
regulations and published interpretations thereunder ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code")) or "accumulated funding deficiency" (as defined in Section
302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA
(other than events with respect to which the thirty-day notice requirement
under Section 4043 of ERISA has been waived) has occurred with respect to
any employee benefit plan that might reasonably be expected to have a
Material Adverse Effect; each employee benefit plan of the Company or any
Subsidiary is in compliance in all material respects with applicable law,
including ERISA and the Code; neither the


6

Company nor any Subsidiary has incurred or expects to incur liability under
Title IV of ERISA with respect to the termination of, or withdrawal from,
any "pension plan;" and each "pension plan" (as defined in ERISA) for which
the Company or any Subsidiary would have any liability that is intended to
be qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by failure
to act, that could cause the loss of such qualification.

(v) There has been no storage, generation, transportation, handling,
treatment, disposal, discharge, emission, or other release of any kind of
toxic or other wastes or other hazardous substances by, due to, or caused
by the Company or any of the Subsidiaries (or, to the best of the Company's
knowledge, any other entity for whose acts or omissions the Company or any
of the Subsidiaries is or may be liable) upon any of the property now or
previously owned or leased by the Company or any of the Subsidiaries, or
upon any other property, in violation of any statute or any ordinance,
rule, regulation, order, judgment, decree or permit or that would, under
any statute or any ordinance, rule (including rule of common law),
regulation, order, judgment, decree or permit, give rise to any liability,
except for any violation or liability that would not have, singularly or in
the aggregate with all such violations and liabilities, a Material Adverse
Effect; there has been no disposal, discharge, emission or other release of
any kind onto such property or into the environment surrounding such
property of any toxic or other wastes or other hazardous substances with
respect to which the Company or any of the Subsidiaries have knowledge,
except for any such disposals, discharges, emissions or other releases
that, singularly or in the aggregate, would not have a Material Adverse
Effect.

(w) The Company and the Subsidiaries (i) have filed all necessary
federal, state, local and foreign income and franchise tax returns, (ii)
have paid all federal state, local and foreign taxes due and payable for
which they are liable, except to the extent that such taxes are being
contested in good faith and by appropriate proceedings, and (iii) do not
have any tax deficiency or claims outstanding or assessed or, to the best
of the Company's knowledge, proposed against them that might reasonably be
expected to have a Material Adverse Effect.

(x) The Company and the Subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the
conduct of their respective businesses and the value of their respective
properties and as is customary for companies engaged in similar businesses
in similar industries.

(y) Each of the Company and the Subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurances
that: (i) transactions are executed in accordance with management's general
or specific authorization; (ii) transactions are recorded as necessary to
permit preparation of consolidated financial statements in conformity with
generally accepted accounting principles and to maintain accountability for
assets; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

(z) The minute books of each of the Company and the Subsidiaries have
been made available to the Underwriters and counsel for the Underwriters,
and such books (i) contain a complete summary of all meetings and actions
of the directors and stockholders of the Company or such Subsidiary, as the
case may be, since the time of its respective incorporation through the
date of the latest meeting and action and (ii) accurately in all material
respects reflect all transactions referred to in such minutes.

(aa) There is no franchise, lease, contract, agreement or document
required by the Securities Act or by the Rules and Regulations to be
described in the Prospectus or to be filed as an exhibit to


7

the Registration Statements that is not described or filed therein as
required; and all descriptions of any franchises, leases, contracts,
agreements or documents contained in the Registration Statements are
accurate and complete descriptions of such documents in all material
respects.

(bb) No relationship, direct or indirect, exists between or among the
Company or any of the Subsidiaries, on the one hand, and any director,
officer, stockholder, customer or supplier of the Company or any of the
Subsidiaries, on the other hand, that is required to be described in the
Prospectus and that is not so described.

(cc) No person or entity has the right to require registration of
shares of Common Stock or other securities of the Company because of the
filing or effectiveness of the Registration Statements or otherwise, except
for persons and entities that have expressly waived such right or that have
been given proper notice and have failed to exercise such right within the
time or times required under the terms and conditions of such right.

(dd) Neither the Company nor any of the Subsidiaries owns any "margin
securities" as that term is defined in Regulations G and U of the Board of
Governors of the Federal Reserve System, and none of the proceeds of the
sale of the Stock will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin security, for the purpose of reducing or
retiring any indebtedness that was originally incurred to purchase or carry
any margin security or for any other purpose that might cause any of the
Stock to be considered a "purpose credit" within the meanings of Regulation
G, T, U or X of such Board of Governors.

(ee) Neither the Company nor any of the Subsidiaries is a party to any
contract, agreement or understanding with any person, other than this
Agreement, that would give rise to a valid claim against the Company, any
of the Subsidiaries or the Underwriters for a brokerage commission,
finder's fee or like payment in connection with the offering and sale of
the Stock.

(ff) No forward-looking statement (within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act) contained in the
Prospectus has been made or reaffirmed without a reasonable basis or has
been disclosed other than in good faith.

(gg) The Stock (including the Directed Stock) has been approved for
listing subject to notice of issuance on the Nasdaq National Market.

(hh) Arthur Andersen LLP is delivering to the Representatives,
contemporaneously with the execution and delivery of this Agreement, a
letter, addressed to the Underwriters and dated the date hereof, in form
and substance satisfactory to the Representatives (i) confirming that they
are independent certified public accountants with respect to the Company
and the Subsidiaries within the meaning of the Securities Act and the Rules
and Regulations and (ii) stating the conclusions and findings of such firm
with respect to the consolidated financial statements and certain financial
information contained in the Prospectus.

(ii) The Company has delivered to the Representatives letter
agreements of all of the executive officers and directors and certain
stockholders of the Company, pursuant to which those persons have agreed to
certain transfer restrictions with respect to their holdings of securities
of the Company.

(jj) The Prospectus and each Preliminary Prospectus comply, and any
further amendments or supplements thereto will comply, with any applicable
laws or regulations of foreign jurisdictions in which the Prospectus or
such Preliminary Prospectus, as amended or supplemented, if applicable, are
distributed in connection with the Directed Stock Program. No
authorization, approval, consent, license, order, registration or
qualification of or with any government, governmental instrumentality


8

or court, other than such as have been obtained, is necessary under the
securities laws and regulations of foreign jurisdictions in which the
Directed Stock is offered outside the United States.

(II) REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING
STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and
agrees with, the several Underwriters that:

(a) Such Selling Stockholder has, and immediately prior to each
Closing Date (as defined in Section 3 hereof) will have, good and valid
title to the shares of Stock to be sold by such Selling Stockholder
hereunder on such Closing Date, free and clear of all liens, encumbrances,
equities or claims; and upon delivery of such shares and payment therefor
pursuant hereto, good and valid title to such shares, free and clear of all
liens, encumbrances, equities or claims, will pass to the several
Underwriters.

(b) Such Selling Stockholder has duly and irrevocably executed and
delivered a power of attorney, in substantially the form heretofore
delivered by the Representatives (the "Power of Attorney"), appointing
Michael F. Neidorff and Karey L. Witty and each of them, as
attorneys-in-fact (the "Attorneys-in-Fact") with authority to execute and
deliver this Agreement on behalf of such Selling Stockholder, to authorize
the delivery of the shares of Stock to be sold by such Selling Stockholder
hereunder, and otherwise to act on behalf of such Selling Stockholder in
connection with the transactions contemplated by this Agreement.

(c) Such Selling Stockholder has duly and irrevocably executed and
delivered a custody agreement, in substantially the form heretofore
delivered by the Representatives (the "Custody Agreement"), with Centene
Corporation, as custodian (the "Custodian"), pursuant to which certificates
in negotiable form for the shares of Stock to be sold by such Selling
Stockholder have been placed in custody for delivery under this Agreement.

(d) Such Selling Stockholder has full right, power and authority to
enter into this Agreement, the Power of Attorney and the Custody Agreement;
the execution, delivery and performance of this Agreement, the Power of
Attorney and the Custody Agreement by such Selling Stockholder and the
consummation by such Selling Stockholder of the transactions contemplated
hereby and thereby will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which such Selling Stockholder is a party or by
which such Selling Stockholder is bound or to which any of the property or
assets of such Selling Stockholder is subject, nor will such actions result
in any violation of any violation of the provisions of the charter or
by-laws of such Selling Stockholder (if such Selling Stockholder is a
corporation), the deed of trust of such Selling Stockholder (if such
Selling Stockholder is a trust), or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over such Selling Stockholder or the property or assets of such Selling
Stockholder; and, except for the registration of the Stock under the
Securities Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under the Exchange Act, applicable
state securities laws, and rules and regulations of the NASD in connection
with the purchase and distribution of the Stock by the Underwriters, no
consent, approval, authorization or order of, or filing or registration
with, any such court or governmental agency or body is required for the
execution, delivery and performance of this Agreement, the Power of
Attorney or the Custody Agreement by such Selling Stockholder and the
consummation by such Selling Stockholder of the transactions contemplated
hereby and thereby.

(e) The Registration Statements do not, and the Prospectus and any
further amendments or supplements to the Registration Statements or the
Prospectus will not, as of the applicable effective date (as to the
Registration Statements and any amendment thereto) and as of the applicable
filing date (as to the Prospectus and any amendment or supplement thereto)
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make


9

the statements therein not misleading. The preceding sentence applies only
to the extent that any information contained in or omitted from the
Registration Statements or Prospectus was in reliance upon and in
conformity with written information furnished to the Company by such
Selling Stockholder specifically for inclusion therein.

3. PURCHASE SALE AND DELIVERY OF OFFERED STOCK. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and the Firm Selling
Stockholder agree, severally and not jointly, to sell to each Underwriter and
each Underwriter agrees, severally and not jointly, to purchase from the Company
and the Firm Selling Stockholder the number of shares of Firm Stock (rounded up
or down, as determined by SG Cowen in its discretion, in order to avoid
fractions) obtained by multiplying 3,250,000 shares of Firm Stock in the case of
the Company and 250,000 shares of Firm Stock in the case of the Firm Selling
Stockholder, in each case by a fraction the numerator of which is the number of
shares set forth opposite the name of such Underwriter in SCHEDULE A hereto and
the denominator of which is 3,500,000 (subject to adjustment by SG Cowen to
eliminate fractions). The purchase price to be paid by the Underwriters to the
Company and the Firm Selling Stockholders for the Firm Stock will be $____ per
share (the "Purchase Price").

The Company and the Firm Selling Stockholder will deliver their respective
shares of Firm Stock to the Representatives for the respective accounts of the
several Underwriters (in the form of definitive certificates, issued in such
names and in such denominations as the Representatives may direct by notice in
writing to the Company given at or prior to 12 Noon, Eastern standard time, on
the second full business day preceding the First Closing Date, as defined below)
against payment of the aggregate Purchase Price therefor by wire transfer to
accounts at a bank or banks specified by the Company and the Firm Selling
Stockholder and reasonably acceptable to SG Cowen, all at the offices of
Armstrong Teasdale LLP, Saint Louis, Missouri. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligations of each Underwriter hereunder. The time and date of
the delivery and closing shall be 10 A.M., Eastern standard time, on December o,
2001, in accordance with Rule 15c6-1 under the Exchange Act. The time and date
of such payment and delivery are herein referred to as the "First Closing Date."
The First Closing Date and the location of delivery of, and the form of payment
for, the Firm Stock may be varied by agreement between the Company and SG Cowen.

The Company and the Firm Selling Stockholder shall make the certificates
for the Firm Stock available to the Representatives for examination on behalf of
the Underwriters in New York, New York, at least twenty-four hours prior to the
First Closing Date.

For the purpose of covering any over-allotments in connection with the
distribution and sale of the Firm Stock as contemplated by the Prospectus, the
Underwriters may purchase all or less than all of the Optional Stock. The price
per share to be paid for the Optional Stock shall be the Purchase Price. Each of
the Option Selling Stockholders agrees, severally and not jointly, to sell to
the Underwriters the number of shares of Optional Stock obtained by multiplying
the number of shares of Optional Stock specified in such notice by a fraction,
the numerator of which is the number of shares set forth opposite the name of
such Option Selling Stockholder under "Number of Shares of Optional Stock to be
Sold" in SCHEDULE B hereto and the denominator of which is 525,000 (subject to
adjustment by SG Cowen to eliminate fractions). Such shares of Optional Stock
shall be purchased from such Option Selling Stockholder for the account of each
Underwriter in the same proportion as the number of shares of Firm Stock set
forth opposite the name of such Underwriter in SCHEDULE A hereto bears to
3,500,000 (subject to adjustment by SG Cowen to eliminate fractions). The option
granted hereby may be exercised as to all or any part of the Optional Stock at
any time, and from time to time, not more than thirty days subsequent to the
date of this Agreement. No Optional Stock shall be sold and delivered unless the
Firm Stock previously has been, or simultaneously is, sold and delivered. The
right to purchase the Optional Stock or any portion thereof may be surrendered
and terminated at any time upon notice by SG Cowen to the Company and the Option
Selling Stockholders.


10

The option granted hereby may be exercised by written notice being given to
the Company by SG Cowen setting forth the number of shares of the Optional Stock
to be purchased by the Underwriters and the date and time for delivery of and
payment for the Optional Stock. Each date and time for delivery of and payment
for the Optional Stock (which may be the First Closing Date, but not earlier) is
herein called an "Option Closing Date" and shall in no event be earlier than two
business days nor later than five business days after written notice is given.
The Option Closing Dates and the First Closing Date are herein called the
"Closing Dates."

On each Option Closing Date, the Option Selling Stockholders will deliver
Optional Stock to the Underwriters (in the form of definitive certificates,
issued in such names and in such denominations as the Representatives may direct
by notice in writing to the Company given at or prior to 12 Noon, Eastern
standard time, on the second full business day preceding such Option Closing
Date) against payment of the aggregate Purchase Price therefor in federal
(same-day) funds by certified or official bank check or checks or wire transfer
to an account at a bank specified by the Option Selling Stockholders and
reasonably acceptable to SG Cowen, all at the offices of Armstrong Teasdale LLP,
Saint Louis, Missouri. Time shall be of the essence, and delivery at the time
and place specified pursuant to this Agreement is a further condition of the
obligations of each Underwriter hereunder. The Option Selling Stockholders shall
make the certificates for the Optional Stock available to the Representatives
for examination on behalf of the Underwriters in New York, New York, not later
than 10 A.M., Eastern standard time, on the business day preceding an Option
Closing Date. Any Option Closing Date and the location of delivery of, and the
form of payment for, the Optional Stock may be varied by agreement among the
Company, the Option Selling Stockholders and SG Cowen.

The several Underwriters propose to offer the Firm Stock for sale upon the
terms and conditions set forth in the Prospectus.

4. (I) FURTHER AGREEMENTS OF THE COMPANY. The Company agrees with the several
Underwriters that:

(a) The Company will: prepare the Rule 462(b) Registration Statement,
if necessary, in a form approved by the Representatives and file the Rule
462(b) Registration Statement with the Commission on the date hereof;
prepare the Prospectus in a form approved by the Representatives and file
the Prospectus pursuant to Rule 424(b) of the Rules and Regulations not
later than the second business day following the execution and delivery of
this Agreement; make no further amendment or any supplement to either
Registration Statement or to the Prospectus to which the Representatives
shall reasonably object by notice to the Company after a reasonable period
to review; advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to either Registration Statement
has been filed or becomes effective or any supplement to the Prospectus or
any amended Prospectus has been filed and to furnish the Representatives
with copies thereof; advise the Representatives, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus, of the suspension of the qualification of the Stock for
offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statements or the
Prospectus or for additional information; and, in the event of the issuance
of any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or suspending any such
qualification, use its best efforts to obtain the withdrawal of such order
promptly.

(b) If at any time prior to the expiration of nine months after the
effective date of the Initial Registration Statement when a prospectus
relating to the Stock is required to be delivered any event occurs as a
result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact, or omit to state any
material fact necessary to make the


11

statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the
Prospectus to comply with the Securities Act, the Company will promptly
notify the Representatives thereof and upon their request will prepare an
amended or supplemented Prospectus that will correct such statement or
omission or otherwise effect such compliance. The Company will furnish
without charge to each Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably request of
such amended or supplemented Prospectus; and in case any Underwriter is
required to deliver a prospectus relating to the Stock nine months or more
after the effective date of the Initial Registration Statement, the Company
upon the request of the Representatives and at the expense of such
Underwriter will prepare promptly an amended or supplemented Prospectus as
may be necessary to permit compliance with the requirements of Section
10(a)(3) of the Securities Act.

(c) The Company has furnished, or will furnish promptly upon any
filing after the date hereof, to each of the Representatives and to counsel
for the Underwriters a signed copy of each of the Registration Statements
as originally filed with the Commission, and each amendment thereto filed
with the Commission, including signed copies of all consents and
photocopies of exhibits filed therewith.

(d) The Company will deliver promptly to the Representatives in New
York, New York, such number of the following documents as the
Representatives shall reasonably request: (i) conformed copies of the
Registration Statements as originally filed with the Commission and each
amendment thereto (in each case excluding exhibits); (ii) each Preliminary
Prospectus; (iii) the Prospectus (not later than 10 A.M., Eastern standard
time, of the business day following the execution and delivery of this
Agreement) and (iv) any amended or supplemented Prospectus (not later than
10 A.M., Eastern standard time, on the business day following the date of
such amendment or supplement).

(e) The Company will make generally available to its stockholders as
soon as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule 158(c)
of the Rules and Regulations), an earnings statement of the Company and the
Subsidiaries (which need not be audited) complying with Section 11(a) of
the Securities Act and with the Rules and Regulations (including, at the
option of the Company, Rule 158).

(f) The Company will promptly take from time to time such actions as
the Representatives may reasonably request to qualify the Stock for
offering and sale under the securities or Blue Sky laws of such
jurisdictions as the Representatives may designate and to continue such
qualifications in effect for so long as required for the distribution of
the Stock; provided that neither the Company nor any Subsidiary shall be
obligated to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified or to file a general consent to service of process
in any jurisdiction.

(g) During the period of five years from the date hereof, the Company
will deliver to the Representatives and, upon request, to each of the other
Underwriters (i) as soon as they are available, copies of all reports or
other communications furnished to stockholders and (ii) as soon as they are
available, copies of any reports and financial statements furnished or
filed with the Commission pursuant to the Exchange Act or any national
securities exchange or automatic quotation system on which the Common Stock
is listed or quoted.

(h) The Company will not directly or indirectly offer, sell, assign,
transfer, pledge, contract to sell or otherwise dispose of any shares of
Common Stock or securities convertible into or exercisable or exchangeable
for Common Stock for a period of 180 days from the date of the Prospectus
without the prior written consent of SG Cowen, other than: (i) the sale of
the Firm Stock to be sold by the Company hereunder, (ii) the issuance of
shares of Common Stock pursuant to existing stock option plans or
outstanding options or warrants, all to the extent described in the
Prospectus, (iii) the issuance of shares of Common Stock to Community
Health Centers Network, L.P. in the event that it exercises its right to
cause the Company to acquire its equity interest in Superior HealthPlan,
Inc. in exchange for such shares of Common Stock, all as contemplated by
the Stock Purchase and Recapitalization Agreement dated September 10, 2001
by and among Community Health Centers Network, L.P., Superior HealthPlan,
Inc., the Company and TACHC GP, Inc. (as such agreement is in effect on the
date hereof), or (iv) the issuance of shares of Common Stock in connection
with one or more acquisitions by the Company of assets, capital stock or
business of unaffiliated persons or entities (whether by mergers, exchanges
of stock or otherwise), or with the entering into of one or more
collaboration agreements with unaffiliated entities, provided that, in the
case of this clause (iv), (A) the aggregate number of shares so issued
pursuant to all such acquisitions and agreements shall not exceed 500,000
and (B) each person or entity receiving any shares of Common Stock pursuant
to any such acquisition or agreement shall enter into a letter agreement
with terms (including a lock-up period continuing for 180 days from the
date of the Prospectus) substantially equivalent to the letter agreements
delivered to the Representatives pursuant to Section 2(I)(ii) hereof.


12



(i) The Company will supply the Representatives with copies of all
correspondence to and from, and all documents issued to and by, the
Commission in connection with the registration of the Stock under the
Securities Act.

(j) Prior to each of the Closing Dates, the Company will furnish to
the Representatives, as soon as they have been prepared, copies of any
unaudited interim consolidated financial statements of the Company for any
periods subsequent to the periods covered by the consolidated financial
statements appearing in the Registration Statement and the Prospectus.

(k) Prior to each of the Closing Dates, the Company will not issue any
press release or other communication directly or indirectly or hold any
press conference with respect to the Company, its condition, financial or
otherwise, or earnings, business affairs or business prospects (except for
routine oral marketing communications in the ordinary course of business
and consistent with the past practices of the Company and of which the
Representatives are notified), without the prior written consent of the
Representatives, unless in the judgment of the Company and its counsel, and
after notification to the Representatives, such press release or
communication is required by law.

(l) In connection with the offering of the Stock, until SG Cowen shall
have notified the Company of the completion of the resale of the Stock, the
Company will not, and will cause its affiliated purchasers (as defined in
Regulation M under the Exchange Act) not to, either alone or with one or
more other persons, (i) bid for or purchase, for any account in which it or
any of its affiliated purchasers has a beneficial interest, any Common
Stock, (ii) attempt to induce any person to purchase any Common Stock, or
(iii) make bids for or purchase Common Stock for the purpose of creating
actual, or apparent, active trading in the Common Stock or of raising the
price of the Common Stock.

(m) The Company will not take any action prior to any Option Closing
Date that would require the Prospectus to be amended or supplemented
pursuant to Section 4(I)(b) hereof.

(n) The Company will apply its net proceeds of the sale of Firm Stock
as set forth in the Prospectus under the heading "Use of Proceeds."

(o) The Company will comply with all applicable securities and other
applicable laws, rules and regulations in each jurisdiction in which the
Directed Stock is offered in connection with the Directed Stock Program.

(II) FURTHER AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling
Stockholder, severally and not jointly, agrees with the several Underwriters
that:

(a) Such Selling Stockholder will not directly or indirectly offer,
sell, assign, transfer, pledge, contract to sell or otherwise dispose of
any shares of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock other than such Selling Stockholder's sale of
Stock hereunder for a period of 180 days from the date of the Prospectus,
without the prior written consent of SG Cowen.

(b) The shares of Stock represented by the certificates held in
custody under the Custody Agreement are for the benefit of and coupled with
and subject to the interests of the Underwriters and the other Selling
Stockholders, and the arrangement for such custody and the appointment of
the Attorneys-in-Fact are irrevocable. The obligations of such Selling
Stockholder hereunder shall not be terminated by operation of law, whether
by the death or incapacity, liquidation or distribution of


13

such Selling Stockholder, or any other event, that if such Selling
Stockholder should die or become incapacitated or is liquidated or
dissolved or any other event occurs, before the delivery of the Stock
hereunder, certificates for the Stock to be sold by such Selling
Stockholder shall be delivered on behalf of such Selling Stockholder in
accordance with the terms and conditions of this Agreement and the Custody
Agreement, and action taken by the Attorneys-in-Fact or any of them under
the Power of Attorney shall be as valid as if such death, incapacity,
liquidation or dissolution or other event had not occurred, whether or not
the Custodian, the Attorneys-in-Fact or any of them shall have notice of
such death, incapacity, liquidation or dissolution or other event.

(c) Such Selling Stockholder has delivered to SG Cowen a properly
completed and executed United States Treasury Department Form W-8 (if such
Selling Stockholder is a non-United States person) or Form W-9 (if such
Selling Stockholder is a United States person) or such other applicable
form or statement specified by Treasury Department regulations in lieu
thereof.

5. PAYMENT OF EXPENSES. The Company agrees with the Underwriters to pay: (a)
the costs incident to the authorization, issuance, sale, preparation and
delivery of the Stock and any taxes payable in that connection; (b) the costs
incident to the registration of the Stock under the Securities Act; (c) the
costs incident to the preparation, printing and distribution of the Registration
Statement, each Preliminary Prospectus and the Prospectus and any amendments,
supplements or exhibits thereto; (d) the costs of reproducing and distributing
the Powers of Attorney, the Custody Agreements and this Agreement by mail, telex
or other means of communications; (e) the fees and expenses (including related
reasonable fees and expenses of counsel for the Underwriters) incurred in
connection with filings made with the NASD; (f) any applicable listing or other
fees; (g) the fees and expenses of qualifying the Stock under the securities
laws of the several jurisdictions as provided in Section 4(I)(f) hereof and of
preparing, printing and distributing Blue Sky Memoranda and Legal Investment
Surveys (including related fees and expenses of counsel to the Underwriters);
(h) all fees and expenses of the registrar and transfer agent of the Common
Stock; (i) all reasonable fees and disbursements of counsel incurred by TWP or
any of the other Underwriters in connection with the Directed Stock Program and
stamp duties, similar taxes or duties or other taxes, if any, incurred by TWP or
the other Underwriters in connection with the Directed Stock Program; and (j)
all other costs and expenses incident to the performance of the obligations of
the Company and the Selling Stockholders under this Agreement, including the
fees and expenses of the counsel and accountants of the Company. Except as
otherwise provided in this Section 5 or Section 9 hereof, the Underwriters shall
pay their own costs and expenses, including the fees and expenses of their
counsel, any transfer taxes on the Stock that they sell and the expenses of any
advertising made by the Underwriters of the offering of the Stock.

6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The respective obligations of the
several Underwriters hereunder on any Closing Date are subject to the accuracy,
when made and on such Closing Date, of the representations and warranties of the
Company and the Selling Stockholders contained herein, to the accuracy of the
statements of the Company and the Selling Stockholders made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the
Selling Stockholders of their obligations hereunder, and to each of the
following additional terms and conditions:

(a) No stop order suspending the effectiveness of either of the
Registration Statements shall have been issued and no proceedings for that
purpose shall have been initiated or threatened by the Commission, and any
request for additional information on the part of the Commission (to be
included in the Registration Statements or the Prospectus or otherwise)
shall have been complied with to the reasonable satisfaction of the
Representatives. The Rule 462(b) Registration Statement, if any, and the
Prospectus shall have been timely filed with the Commission in accordance
with Section 4(I)(a) hereof.

(b) None of the Underwriters shall have discovered and disclosed to
the Company on or prior to such Closing Date that the Registration
Statement or the Prospectus or any amendment or


14

supplement thereto contains an untrue statement of a fact that, in the
opinion of counsel for the Underwriters, is material or omits to state any
fact that, in the opinion of such counsel, is material and is either
required to be stated therein or necessary to make the statements therein
not misleading.

(c) All corporate proceedings and other legal matters incident to the
authorization, form and validity of each of this Agreement, the Custody
Agreements, the Powers of Attorney, the Stock, the Registration Statement
and the Prospectus and all other legal matters relating to this Agreement
and the transactions contemplated hereby shall be reasonably satisfactory
in all material respects to counsel for the Underwriters, and the Company
and the Selling Stockholders shall have furnished to such counsel all
documents and information that they may reasonably request to enable them
to pass upon such matters.

(d) Armstrong Teasdale LLP shall have furnished to the Representatives
such counsel's written opinion, as counsel to the Company, addressed to the
Underwriters and dated such Closing Date, in form and substance reasonably
satisfactory to the Representatives, to the effect set forth in APPENDIX I
hereto.

(e) Armstrong Teasdale LLP shall have furnished to the Representatives
such counsel's written opinion, as counsel to the Selling Stockholders,
addressed to the Underwriters and dated such Closing Date, in form and
substance reasonably satisfactory to the Representatives, to the effect set
forth in APPENDIX II hereto.

(f) [Insert names of special regulatory counsel to the Company] shall
have furnished to the Representatives such counsels' written opinions, as
special regulatory counsel to the Company with respect to federal, Indiana,
Texas and Wisconsin law, each addressed to the Underwriters and dated such
Closing Date, in form and substance reasonably satisfactory to the
Representatives, to the effect set forth in APPENDIX III hereto.

(g) Hale and Dorr LLP shall have furnished to the Representatives such
counsel's written opinion, as counsel for the Underwriters, addressed to
the Underwriters and dated such Closing Date, with respect to such matters
as the Underwriters may reasonably require, and the Company and the Selling
Stockholders shall have furnished to such counsel such documents as they
reasonably request for enabling them to pass upon such matters.

(h) Arthur Andersen LLP shall have furnished to the Representatives a
letter, addressed to the Underwriters and dated such Closing Date,
confirming, as of such Closing Date (or, with respect to matters involving
changes or developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not more
than three business days prior to such Closing Date), the conclusions and
findings of such firm with respect to the financial information and other
matters covered by its letter delivered to the Representatives concurrently
with the execution of this Agreement pursuant to Section 2(I)(hh) hereof.

(i) The Company shall have furnished to the Representatives a
certificate, dated such Closing Date, of its President and Chief Executive
Officer and its Senior Vice President, Chief Financial Officer, Treasurer
and Secretary stating that (i) such officers have carefully examined the
Registration Statements and the Prospectus and, in their opinion, the
Registration Statements as of their respective effective dates and the
Prospectus, as of each such effective date, did not include any untrue
statement of a material fact and did not omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, (ii) since the effective date of the Initial Registration
Statement no event has occurred that should have been set forth in a
supplement or amendment to the Registration Statements or the Prospectus,
(iii) to the best of their knowledge after reasonable investigation, as of
such Closing Date, the representations and warranties of the Company in
this Agreement are true and correct and the Company has complied with all
agreements


15

and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to such Closing Date, and (iv) subsequent to the date
of the most recent financial statements in the Prospectus, there has been
no material adverse change in the financial position or results of
operation of the Company and the Subsidiaries, or any change, or any
development including a prospective change, in or affecting the condition
(financial or otherwise), results of operations, business or prospects of
the Company and the Subsidiaries taken as a whole, except as set forth in
the Prospectus.

(j) Each Selling Stockholder (or the Custodian or one or both
Attorneys-in-Fact on behalf of the Selling Stockholders) shall have
furnished to the Representatives a certificate, dated such Closing Date,
signed by, or on behalf of, such Selling Stockholder stating that the
representations, warranties and agreements of such Selling Stockholder
contained herein are true and correct as of such Closing Date and that such
Selling Stockholder has complied with all agreements contained herein to be
performed by such Selling Stockholder at or prior to such Closing Date.

(k) Since the date of the latest audited financial statements included
in the Prospectus, (i) neither the Company nor any of the Subsidiaries
shall have sustained any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus, and (ii)
there shall not have been any change in the capital stock or long-term debt
of the Company or any of the Subsidiaries or any change, or any development
involving a prospective change, in or affecting the business, general
affairs, management, financial position, stockholders' equity or results of
operations of the Company and the Subsidiaries, otherwise than as set forth
or contemplated in the Prospectus, the effect of which, in any such case
described in clause (i) or (ii), is, in the judgment of the
Representatives, so material and adverse as to make it impracticable or
inadvisable to proceed with the sale or delivery of the Stock on the terms
and in the manner contemplated in the Prospectus.

(l) No action shall have been taken, and no statute, rule, regulation
or order shall have been enacted, adopted or issued, by any governmental
agency or body that would, as of such Closing Date, prevent the issuance or
sale of the Stock; and no injunction, restraining order or order of any
other nature by any federal or state court of competent jurisdiction shall
have been issued as of such Closing Date that would prevent the issuance or
sale of the Stock.

(m) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or the American Stock Exchange or
in the over-the-counter market, or trading in any securities of the Company
on any exchange or in the over-the-counter market, shall have been
suspended or minimum prices shall have been established on any such
exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction; (ii) a
banking moratorium shall have been declared by federal or state
authorities; (iii) the United States shall have become engaged in
hostilities, there shall have been an escalation in hostilities involving
the United States or there shall have been a declaration of a national
emergency or war by the United States; or (iv) there shall have occurred a
calamity or crisis, or a material adverse change in general economic,
political or financial conditions (or the effect of international
conditions on the financial markets in the United States shall be such),
that shall make it, in the judgment of the Representatives, impracticable
or inadvisable to proceed with the sale or delivery of the Stock on the
terms and in the manner contemplated in the Prospectus.

(n) The Nasdaq National Market, Inc. shall have approved the Stock for
listing, subject only to official notice of issuance and evidence of
satisfactory distribution.


16

(o) The Company shall have furnished the transfer agent and registrar
of the Common Stock with written instructions, reasonably acceptable in
form and substance to SG Cowen and counsel for the Underwriters, to enforce
the terms of the agreements delivered pursuant to Section 2(I)(ii).

All opinions, letters, evidence and certificates mentioned in this
Section 6 or elsewhere in this Agreement shall be deemed to be in
compliance with the provisions hereof only if they are in form and
substance reasonably satisfactory to counsel for the Underwriters.

7. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company and each of the Subsidiaries, jointly and severally,
shall indemnify and hold harmless each Underwriter, the officers,
employees, representatives and agents of each Underwriter, and each person,
if any, who controls any Underwriter within the meaning of the Securities
Act (collectively the "Underwriter Indemnified Parties," and each an
"Underwriter Indemnified Party") against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which
that Underwriter Indemnified Party may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Prospectus,
either of the Registration Statements or the Prospectus or in any amendment
or supplement thereto, (ii) the omission or alleged omission to state in
any Preliminary Prospectus, either of the Registration Statements or the
Prospectus or in any amendment or supplement thereto a material fact
required to be stated therein or necessary to make the statements therein
not misleading or (iii) any act or failure to act, or any alleged act or
failure to act, by any Underwriter in connection with, or relating in any
manner to, the Stock or the offering contemplated hereby, and that is
included as part of or referred to in any loss, claim, damage, liability or
action arising out of or based upon matters covered by clause (i) or (ii)
above (provided that the Company and the Subsidiaries shall not be liable
in the case of any matter covered by this clause (iii) to the extent that
it is determined in a final judgment by a court of competent jurisdiction
that such loss, claim, damage, liability or action resulted directly from
any such act or failure to act undertaken or omitted to be taken by such
Underwriter through its gross negligence or willful misconduct) and shall
reimburse each Underwriter Indemnified Party promptly upon demand for any
legal or other expenses reasonably incurred by that Underwriter Indemnified
Party in connection with investigating or preparing to defend or defending
against or appearing as a third-party witness in connection with any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company and the Subsidiaries shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon (i) an untrue statement
or alleged untrue statement in or omission or alleged omission from the
Preliminary Prospectus, either of the Registration Statements or the
Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company through the
Representatives by or on behalf of any Underwriter specifically for use
therein, which information the parties hereto agree is limited to the
Underwriter's Information (as defined in Section 15 hereof); provided
further, however, that the foregoing indemnification agreement with respect
to the Preliminary Prospectus shall not inure to the benefit of any
Underwriter from which the person asserting any such loss, claim, damage or
liability purchased Stock, or any officers, employees, representatives,
agents or controlling persons of such Underwriter, if (i) a copy of the
Prospectus (as then amended or supplemented) was required by law to be
delivered to such person at or prior to the written confirmation of the
sale of Stock to such person, (ii) a copy of the Prospectus (as then
amended or supplemented) was not sent or given to such person by or on
behalf of such Underwriter and such failure was not due to non-compliance
by the Company with Section 4(I)(d) hereof, and (iii) the Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such
loss, claim, damage or liability. This indemnity agreement is not exclusive
and will be in addition to any liability that the Company and the
Subsidiaries might otherwise have and shall not limit any


17

rights or remedies that may otherwise be available at law or in equity to
an Underwriter Indemnified Party.

(b) The Selling Stockholders, jointly and severally, shall indemnify
and hold harmless each Underwriter Indemnified Party, against any loss,
claim, damage or liability, joint or several, or any action in respect
thereof, to which that Underwriter Indemnified may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of or is based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in the Preliminary
Prospectus, either of the Registration Statements or the Prospectus or in
any amendment or supplement thereto or (ii) the omission or alleged
omission to state in any Preliminary Prospectus, either of the Registration
Statements or the Prospectus or in any amendment or supplement thereto a
material fact required to be stated therein or necessary to make the
statements therein not misleading but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Selling
Stockholders specifically for inclusion therein, and shall reimburse each
Underwriter Indemnified Party promptly upon demand for any legal or other
expenses reasonably incurred by that Underwriter Indemnified Party in
connection with investigating or preparing to defend or defending against
or appearing as a third-party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred. This
indemnity agreement is not exclusive and will be in addition to any
liability that the Selling Stockholders might otherwise have and shall not
limit any rights or remedies that may otherwise be available at law or in
equity to an Underwriter Indemnified Party.

(c) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company, the officers, employees, representatives, agents
and directors of the Company, and each person, if any, who controls the
Company within the meaning of the Securities Act (collectively the "Company
Indemnified Parties," and each a "Company Indemnified Party") and the
Selling Stockholders, the respective representatives and agents of the
Selling Stockholders, and each person, if any, who controls any Selling
Stockholder within the meaning of the Securities Act (collectively the
"Selling Stockholder Indemnified Parties," and each a "Selling Stockholder
Indemnified Party"), against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company Indemnified
Parties or the Selling Stockholder Indemnified Parties may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of or is based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in the Preliminary
Prospectus, either of the Registration Statements or the Prospectus or in
any amendment or supplement thereto or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity
with the Underwriters' Information, and shall reimburse each Company
Indemnified Party and each Selling Stockholder Indemnified Party for any
legal or other expenses reasonably incurred by such party in connection
with investigating or preparing to defend or defending against or appearing
as a third-party witness in connection with any such loss, claim, damage,
liability or action as such expenses are incurred. This indemnity agreement
is not exclusive and will be in addition to any liability that the
Underwriters might otherwise have and shall not limit any rights or
remedies that may otherwise be available at law or in equity to a Company
Indemnified Parties or Selling Stockholder Indemnified Party.

(d) Promptly after receipt by an indemnified party under this Section
7 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the claim or the commencement of that action; provided that the
failure to notify the indemnifying


18

party shall not relieve the indemnifying party from any liability that it
may have under this Section 7 except to the extent it has been materially
prejudiced by such failure and provided further that the failure to notify
the indemnifying party shall not relieve the indemnifying party from any
liability that it may have to an indemnified party otherwise than under
this Section 7. If any such claim or action shall be brought against an
indemnified party and the indemnified party shall notify the indemnifying
party thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by the indemnified party in connection with
the defense thereof other than reasonable costs of investigation; provided,
however, that any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof but
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment thereof has been specifically
authorized by the indemnifying party in writing, (ii) such indemnified
party shall have been advised by such counsel that there may be one or more
legal defenses available to it that are different from or additional to
those available to the indemnifying party and in the reasonable judgment of
such counsel it is advisable for such indemnified party to employ separate
counsel or (iii) the indemnifying party has failed to assume the defense of
such action and employ counsel reasonably satisfactory to the indemnified
party, in which case, if such indemnified party notifies the indemnifying
party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for all
such indemnified parties, which firm shall be designated in writing by SG
Cowen, if the indemnified parties under this Section 7 include any
Underwriter Indemnified Party, or by the Company, if the indemnified
parties under this Section 7 consist solely of Company Indemnified Parties.
Each indemnified party, as a condition of the indemnity agreements
contained in Sections 7(a), (b) and (c) hereof, shall use all reasonable
efforts to cooperate with the indemnifying party in the defense of any such
action or claim. Subject to the provisions of Section 7(e) hereof, no
indemnifying party shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there
be a final judgment for the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment.

Notwithstanding anything contained herein to the contrary, if
indemnity may be sought pursuant to this Section 7(d), then in addition to
such separate firm for the indemnified parties, the indemnifying party
shall be liable for the reasonable fees and expenses of not more than one
separate firm (in addition to any local counsel) for TWP, the officers,
employees, representatives and agents of TWP, and each person, if any, who
controls TWP within the meaning of the Securities Act (collectively the
"TWP Indemnified Parties," and each a "TWP Indemnified Party") for the
defense of any losses, claims, damages and liabilities arising out of the
Directed Stock Program.

(e) If at any time an indemnified party shall have requested that an
indemnifying party reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by this Section 7 effected without
its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the request for
reimbursement, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least thirty days prior to such settlement
being


19

entered into and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of
such settlement.

(f) The liability of each Selling Stockholder under the indemnity
provisions of this Section 7 shall be limited to an amount equal to the
initial public offering price of the Shares sold by such Selling
Stockholder, less the underwriting discounts and commissions, as set forth
on the front cover page of the Prospectus. The Company and the Selling
Stockholders may agree, as among themselves and without limiting the rights
of the Underwriters under this Agreement, as to the respective amounts of
such liability for which they each shall be responsible.

(g) The Company agrees to indemnify and hold harmless each of the TWP
Indemnified Parties from and against any and all losses, claims, damages
and liabilities (including any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) (i)
caused by any untrue statement or alleged untrue statement of a material
fact contained in any prospectus wrapper material prepared by or with the
consent of the Company for distribution in foreign jurisdictions in
connection with the Directed Stock Program attached to the Prospectus or
any Preliminary Prospectus, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statement therein, when considered in conjunction with the
Prospectus or any applicable Preliminary Prospectus, not misleading; (ii)
caused by the failure of any participant in the Directed Stock Program to
pay for and accept delivery of the shares which, immediately following the
effectiveness of the Registration Statement, were subject to a properly
confirmed agreement to purchase; or (iii) related to, arising out of, or in
connection with the Directed Stock Program, provided that, the Company
shall not be responsible under this Section 7(g) for any losses, claim,
damages or liabilities (or expenses relating thereto) that are finally
judicially determined to have resulted from the bad faith or gross
negligence of TWP Indemnified Parties.

(h) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
Section 7(a), (b) or (c) hereof, then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the
Company and the Selling Stockholders on the one hand and the Underwriters
on the other from the offering of the Stock or if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company and the Selling
Stockholders on the one hand and the Underwriters on the other with respect
to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company and
the Selling Stockholders on the one hand and the Underwriters on the other
with respect to such offering shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Stock purchased under
this Agreement (before deducting expenses) received by the Company and the
Selling Stockholders bear to the total underwriting discounts and
commissions received by the Underwriters with respect to the Stock
purchased under this Agreement, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company and the
Selling Stockholders on the one hand or the Underwriters on the other (it
being understood and agreed that the information supplied by the
Underwriters consists solely of the Underwriters' Information), the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company, the Selling Stockholders and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section 7(h)
were to be


20

determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above
in this Section 7(h) shall be deemed to include, for purposes of this
Section 7(h), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 7(h), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Stock underwritten by it and
distributed to the public were offered to the public less the amount of any
damages that such Underwriter has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute as provided
in this Section 7(h) are several in proportion to their respective
underwriting obligations and not joint.

8. TERMINATION. The obligations of the Underwriters hereunder may be terminated
by SG Cowen, in its absolute discretion, by notice given to and received by the
Company and the Selling Stockholders prior to delivery of and payment for the
Firm Stock if, prior to that time, any of the events described in Section 6(k),
(l) or (m) hereof have occurred or if the Underwriters shall decline to purchase
the Stock for any reason permitted under this Agreement.

9. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If (a) this Agreement shall have
been terminated pursuant to Section 8 hereof, (b) the Company or the Firm
Selling Stockholder shall fail to tender any of the Firm Stock for delivery to
the Underwriters for any reason permitted under this Agreement, or (c) the
Underwriters shall decline to purchase the Firm Stock for any reason permitted
under this Agreement, the Company shall reimburse the Underwriters for the
reasonable fees and expenses of their counsel and for such other out-of-pocket
expenses as shall have been reasonably incurred by them in connection with this
Agreement and the proposed purchase of the Stock, and upon demand the Company
shall pay the full amount thereof to SG Cowen. Notwithstanding the foregoing, if
this Agreement is terminated pursuant to Section 10 hereof by reason of the
default of one or more Underwriters, neither the Company nor any Selling
Stockholder shall be obligated to reimburse any Underwriter on account of those
expenses.

10. SUBSTITUTION OF UNDERWRITERS. If any Underwriter or Underwriters shall
default in its or their obligations to purchase shares of Stock hereunder and
the aggregate number of shares that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed ten percent of the total number of
shares underwritten, the other Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the shares
that such defaulting Underwriter or Underwriters agreed but failed to purchase.
If any Underwriter or Underwriters shall so default and the aggregate number of
shares with respect to which such default or defaults occur is more than ten
percent of the total number of shares underwritten and arrangements satisfactory
to the Representatives and the Company for the purchase of such shares by other
persons are not made within 48 hours after such default, this Agreement shall
terminate.

If the remaining Underwriters or substituted Underwriters are required
hereby or agree to take up all or part of the shares of Stock of a defaulting
Underwriter or Underwriters as provided in this Section 10, (i) the Company and
the Selling Stockholders shall have the right to postpone the Closing Dates for
a period of not more than five full business days in order that the Company and
the Selling Stockholders may effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees promptly to file any
amendments to the Registration Statement or supplements to the Prospectus that
may thereby be made necessary, and (ii) the respective numbers of shares to be
purchased by the remaining Underwriters or


21

substituted Underwriters shall be taken as the basis of their underwriting
obligation for all purposes of this Agreement. Nothing herein contained shall
relieve any defaulting Underwriter of its liability to the Company, the Selling
Stockholders or the other Underwriters for damages occasioned by its default
hereunder. Any termination of this Agreement pursuant to this Section 10 shall
be without liability on the part of any non-defaulting Underwriter, the Selling
Stockholders or the Company, except expenses to be paid or reimbursed pursuant
to Sections 5 and 9 hereof and except the provisions of Section 7 hereof shall
not terminate and shall remain in effect.

11. SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall
inure to the benefit of and be binding upon the several Underwriters, the
Company and the Selling Stockholders and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person other than the persons mentioned in the preceding sentence any
legal or equitable right, remedy or claim under or in respect of this Agreement,
or any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person; except that (a)
the representations, warranties, covenants, agreements and indemnities of the
Company and the Selling Stockholders contained in this Agreement shall also be
for the benefit of the Underwriter Indemnified Parties and the TWP Indemnified
Parties and (b) the indemnities of the several Underwriters shall also be for
the benefit of the Company Indemnified Parties and the Selling Stockholder
Indemnified Parties.

12. SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC. The respective
indemnities, covenants, agreements, representations, warranties and other
statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by them respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter, any Selling
Stockholder, the Company or any person controlling any of them and shall survive
delivery of and payment for the Stock.

13. NOTICES. All statements, requests, notices and agreements hereunder shall
be in writing, and:

(a) if to the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission to SG Cowen Securities Corporation, 1221 Avenue
of the Americas, New York, New York 10020, Attention: Head of Equity
Capital Markets (fax: 212.482.8154), with a copy to the Legal
Department (fax: 212.278.7995); provided, however, that (i) any
statement, request, notice or agreement to TWP in connection with the
Directed Stock Program shall be delivered or sent by mail, telex or
facsimile transmission to Thomas Weisel Partners LLC, One Montgomery
Street, Suite 3700, San Francisco, California 94104, Attention: David
A. Baylor, Esq. (fax: 415.364.2694), and (ii) any other notice to an
Underwriter pursuant to Section 7 hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its
address set forth in its acceptance telex to the Representatives,
which address will be supplied to any other party hereto by SG Cowen
upon request;

(b) if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to Centene Corporation, 7711 Carondelet Avenue,
Suite 800, Saint Louis, Missouri 63105, Attention: President, Chief
Executive Officer and President (fax: 314.725.5180);

(c) if to any Selling Stockholders, shall be delivered or sent by mail,
telex or facsimile transmission to such Selling Stockholder at the
address set forth in SCHEDULE B hereto.

Any such statement, request, notice or agreement shall take effect at the time
of receipt thereof.

14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


22

15. UNDERWRITERS' INFORMATION. The parties hereto acknowledge and agree
that, for all purposes of this Agreement, the Underwriters' Information consists
solely of the statements concerning the Underwriters contained in the eighth,
ninth and twelfth paragraphs under the heading "Underwriting."

16. AUTHORITY OF THE REPRESENTATIVES. In connection with this Agreement, you
will act for and on behalf of the several Underwriters, and any action taken
under this Agreement by the Representatives, will be binding on all the
Underwriters; and any action taken under this Agreement by either of the
Attorneys-in-Fact will be binding on all the Selling Stockholders.

17. PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of any
Section, paragraph or provision of this Agreement shall not affect the validity
or enforceability of any other Section, paragraph or provision hereof. If any
Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and
enforceable.

18. GENERAL. This Agreement constitutes the entire agreement of the parties to
this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject
matter hereof. In this Agreement, the masculine, feminine and neuter genders and
the singular and the plural include one another. The Section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this Agreement. The term "including" as used
in this Agreement shall not be construed so as to exclude any other thing not
referred to or described. This Agreement may be amended or modified, and the
observance of any term of this Agreement may be waived, only by a writing signed
by the Company, the Selling Stockholders and the Representatives.

19. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

In executing and delivering this Agreement on behalf of the Selling
Stockholders, the Attorney-in-Fact named below represents that he has been duly
appointed as Attorney-in-Fact by each of the Selling Stockholders pursuant to a
validly existing and binding Power of Attorney that authorizes him to take such
actions.

* * *


23

If the foregoing is in accordance with your understanding of the agreement
between the Company, the Selling Stockholders and the several Underwriters,
kindly indicate your acceptance in the space provided for that purpose below.


Very truly yours,

CENTENE CORPORATION


By:
--------------------------------------------
President and Chief Executive Officer


SELLING STOCKHOLDERS LISTED IN SCHEDULE B
HERETO


By: Michael F. Neidorff, as Attorney-in-Fact


-------------------------------------------
Acting on behalf of the Selling
Stockholders listed in SCHEDULE B hereto


Accepted as of the date first above written:

SG COWEN SECURITIES CORPORATION
THOMAS WEISEL PARTNERS LLC
CIBC WORLD MARKETS CORP.
Acting on their own behalf and as
Representatives of the several Underwriters
referred to in the foregoing Agreement

By: SG COWEN SECURITIES CORPORATION


By:
--------------------------------
Authorized Signatory


24

SCHEDULE A






NUMBER OF SHARES
OF FIRM STOCK
NAME TO BE PURCHASED
- ---- ----------------

SG Cowen Securities Corporation .......................
Thomas Weisel Partners LLC ............................
CIBC World Markets Corp. ..............................





---------
Total .............................................. 3,500,000
=========




25

SCHEDULE B





NUMBER OF SHARES NUMBER OF SHARES
OF FIRM STOCK OF OPTIONAL STOCK
SELLING STOCKHOLDERS TO BE SOLD TO BE SOLD
- -------------------- ---------------- -----------------

Raymond C. Brinn
[insert address]
[insert address] ........................................................ - 50,680

Jerome M. Fritsch
[insert address]
[insert address] ........................................................ - 94,906

Thomas M. Gazzana
[insert address]
[insert address] ........................................................ - 119,630

William P. Jollie
[insert address]
[insert address] ........................................................ - 184,138

Elaine E. Laverenz
[insert address]
[insert address] ........................................................ - 690

Managed Health Services, Inc.
[insert address]
[insert address] ........................................................ 250,000 -

Marshall & Ilsley Trust Company for
Michael, Best & Friedrich Retirement Plan, F/B/O
Tracey L. Klein
[insert address]
[insert address] ........................................................ - 10,353

Richard S. Nemitz
[insert address]
[insert address] ........................................................ - 1,841

Leon K. Rusch
[insert address]
[insert address] ........................................................ - 50,680

Kathleen A. Tordik
[insert address]
[insert address] ........................................................ - 10,784
------- -------
Total .............................................................. 250,000 525,000
======= =======



26

APPENDIX I

(i) The Company and the Subsidiaries each have been duly incorporated and
are validly existing as corporations in good standing under the laws of their
respective jurisdictions of incorporation, are duly qualified to do business and
are in good standing as foreign corporations in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective
businesses requires such qualification, and have all power and authority
necessary to own or hold their respective properties and to conduct the
businesses in which they are engaged, except where the failure to so qualify or
have such power or authority would not have, singularly or in the aggregate, a
Material Adverse Effect.

(ii) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company,
including the Stock being delivered on the date of such opinion, have been duly
and validly authorized and issued, are fully paid and non-assessable, and
conform to the description thereof contained in the Prospectus.

(iii) All the outstanding shares of capital stock of each of the
Subsidiaries have been duly authorized and validly issued, are fully paid and
nonassessable and are owned by the Company directly or indirectly through one or
more wholly owned Subsidiaries, free and clear of any claim, lien, encumbrance,
security interest, restriction upon voting or transfer or any other claim of any
third party, except that ten percent of the issued and outstanding shares of
common stock of Superior Health Plan, Inc. are owned by Community Health Centers
Network, L.P.

(iv) There are no preemptive or other rights to subscribe for or to
purchase, nor any restriction upon the voting or transfer of, any shares of the
Stock pursuant to the Company's charter or by-laws or any agreement or other
instrument known to such counsel.

(v) This Agreement has been duly authorized, executed and delivered by the
Company.

(vi) The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby will not,
to such counsel's knowledge, conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument known
to such counsel after reasonable investigation to which the Company or any of
the Subsidiaries is a party or by which the Company or any of the Subsidiaries
is bound or to which any of the properties or assets of the Company or any of
the Subsidiaries is subject, nor will such actions result in any violation of
the charter or by-laws of the Company or of any of the Subsidiaries, any
applicable law, or, to such counsel's knowledge, any judgment, order or decree
of any court or governmental agency or body having jurisdiction over the Company
or any of the Subsidiaries or any of their properties or assets.

(vii) Except for the registration of the Stock under the Securities Act and
such consents, approvals, authorizations, registrations or qualifications as may
be required under the Exchange Act, applicable state securities laws, and rules
and regulations of the NASD in connection with the purchase and distribution of
the Stock by the Underwriters, no consent, approval, authorization or order of,
or filing or registration with, any such court or governmental agency or body is
required for the execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby.

(viii) The statements in the Prospectus under the heading "Description of
Capital Stock" and "Shares Eligible for Future Sale," to the extent that such
statements constitute summaries of the legal matters, documents or proceedings
referred to therein, have been reviewed by such counsel and fairly summarize the
matters described therein in all material respects.


27

(ix) To the best of such counsel's knowledge, there are no statutes, legal
or governmental proceedings, contracts or other documents of a character
required to be described in the Registration Statement or Prospectus or to be
filed as exhibits to the Registration Statement that are not described or filed
as required.

(x) To the best of such counsel's knowledge, neither the Company nor any of
the Subsidiaries (a) is in violation of its charter or by-laws, (b) is in
default in any respect, and no event has occurred that, with notice or lapse of
time or both, would constitute a default, in the due performance or observance
of any material term, covenant or condition contained in any agreement or
instrument to which it is a party or by which it is bound or to which any of its
properties or assets is subject, or (c) is in violation of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets is subject or has failed to obtain any Permit necessary to the ownership
of its property or to the conduct of its business except, in the case of clauses
(b) and (c), for those violations, defaults or failures that, singularly or in
the aggregate, would not have a Material Adverse Effect.

(xi) To the best of such counsel's knowledge, there are no legal or
governmental proceedings pending to which the Company or any of the Subsidiaries
is a party or of which any property or asset of the Company or any of the
Subsidiaries is the subject that, singularly or in the aggregate, if determined
adversely to the Company or any of the Subsidiaries, might reasonably be
expected to have a Material Adverse Effect or would prevent or adversely affect
the ability of the Company to perform its obligations under this Agreement; and,
to the best of such counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.

(xii) The Registration Statement was declared effective under the
Securities Act as of the date and time specified in such opinion, the Rule
462(b) Registration Statement, if any, was filed with the Commission on the date
specified therein, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) of the Rules and Regulations specified in such
opinion on the date specified therein and no stop order suspending the
effectiveness of the Registration Statement has been issued and, to the best of
such counsel's knowledge, no proceeding for that purpose is pending or
threatened by the Commission.

(xiii) The Registration Statements, as of their respective effective dates,
and the Prospectus, as of its date, and any further amendments or supplements
thereto, as of their respective dates, made by the Company prior to the date of
such opinion (other than the financial statements and other financial and
statistical data contained therein, as to which such counsel need express no
opinion) complied as to form in all material respects with the requirements of
the Securities Act and the Rules and Regulations.

(xiv) To the best of such counsel's knowledge, no person or entity has the
right to require registration of shares of Common Stock or other securities of
the Company because of the filing or effectiveness of the Registration
Statements or otherwise in connection with the offering or sale of the Stock,
except for (a) persons and entities who have expressly waived such right or who
have been given proper notice and have failed to exercise such right within the
time or times required under the terms and conditions of such right and (b) the
Selling Stockholders with respect to shares of Stock registered under the
Registration Statements.

(xv) Neither the Company nor any of the Subsidiaries is an "investment
company" within the meaning of the Investment Company Act and the rules and
regulations of the Commission thereunder.

Such counsel shall also have furnished to the Representatives a written
statement (either in such opinion or in a separate letter that is addressed to
the Underwriters and dated the date of such opinion), in form and substance
satisfactory to the Representatives, to the effect that (a) such counsel has
acted as counsel to the Company in connection with the preparation of the
Registration Statements and (b) based on such counsel's examination of the
Registration Statements and such counsel's investigations made in


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connection with the preparation of the Registration Statements and conferences
with certain officers and employees of the Company and with the independent
accountants of the Company, such counsel has no reason to believe that the
Registration Statements, as of their respective effective dates, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus, as of its date or the date of
such written statement, contained or contains any untrue statement of a material
fact or omitted or omits to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; it being understood
that such counsel need express no opinion as to the financial statements or
other financial or statistical data contained in the Registration Statements or
the Prospectus.

The foregoing opinion and written statement may be qualified by a statement
to the effect that such counsel has not independently verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statements or the Prospectus and takes no responsibility therefor except to the
extent set forth in the opinions described in clauses (viii) and (ix) above.


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APPENDIX II

On each Closing Date, an opinion to the following effect shall be
delivered with respect to each Selling Stockholder from whom or which shares of
Stock are to be sold by such Selling Stockholder under this Agreement on such
Closing Date:

(i) Upon payment for such shares of Stock in accordance with the terms
hereof, the Underwriters will acquire good and valid title to such shares, free
and clear of all liens, encumbrances, equities or claims.

(ii) This Agreement has been duly executed and delivered by or on behalf of
such Selling Stockholder.

(iii) A Power-of-Attorney and a Custody Agreement have been duly executed
and delivered by such Selling Stockholder and constitute valid and binding
agreements of such Selling Stockholder.

(iv) Such Selling Stockholder has full right, power and authority to enter
into this Agreement and such Selling Stockholder's Power of Attorney and Custody
Agreement; the execution, delivery and performance of this Agreement and such
Selling Stockholder's Power of Attorney and Custody Agreement by such Selling
Stockholder and the consummation by such Selling Stockholder of the transactions
contemplated hereby and thereby will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any statute, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which such Selling Stockholder
is a party or by which such Selling Stockholder is bound or to which any of the
property or assets of such Selling Stockholder is subject, nor will such actions
result in any violation of the provisions of the charter or by-laws of such
Selling Stockholder (if such Selling Stockholder is a corporation), the deed of
trust of such Selling Stockholder (if such Selling Stockholder is a trust) or
any statute or any order, rule or regulation known to such counsel of any court
or governmental agency or body having jurisdiction over such Selling Stockholder
or the property or assets of such Selling Stockholder; and, except for the
registration of the Stock under the Securities Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under the
Exchange Act, applicable state securities laws and the rules and regulations of
the NASD in connection with the purchase and distribution of the Stock by the
Underwriters, no consent, approval, authorization or order of, or filing or
registration with, any such court or governmental agency or body is required for
the execution and delivery of this Agreement or such Selling Stockholder's Power
of Attorney or Custody Agreement by such Selling Stockholder or the consummation
by such Selling Stockholder of the transactions contemplated hereby and thereby.


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APPENDIX III

(i) The statements in the Prospectus under the captions "Risk Factors-Risks
Related to Being a Regulated Entity," "Business-Medicaid Managed Care Market"
and "Business-Regulation," to the extent that such statements constitute
summaries of the legal matters, documents or proceedings referred to therein,
have been reviewed by such counsel and fairly summarize the matters described
therein in all material respects, it being understood that such counsel need
express no opinion as to the financial or statistical data contained under such
captions.

(ii) To the best of such counsel's knowledge, there are no legal or
governmental proceedings pending or threatened to which the Company or any of
the Subsidiaries is a party that relate to the compliance by the Company or any
of the Subsidiaries with statutes, regulations or licenses governing the
provision of healthcare products and services, and such counsel is not aware of
any material violations of any of such statutes, regulations or licenses by the
Company or any of the Subsidiaries.

Such opinions may be limited to matters of federal law and of the laws of
(a) the State of Indiana, in the case of [insert name of Indiana regulatory
counsel], (b) the State of Texas, in the case of [insert name of Texas
regulatory counsel], and (c) the State of Wisconsin, in the case of [insert name
of Wisconsin regulatory counsel].