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EXHIBIT 3.1(a)
ARTICLES OF AMENDMENT
OF
COMPUCREDIT CORPORATION, A GEORGIA CORPORATION
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Pursuant to the provisions of Section 14-2-1006 of the Georgia Business
Corporation Code (the "Code"), CompuCredit Corporation (the "Corporation")
hereby submits these Articles of Amendment to its Amended and Restated
Articles of Incorporation in order to increase the number of shares which the
Corporation shall have authority to issue.
1. The name of the Corporation is CompuCredit Corporation.
2. The first full sentence of Article III of the Corporation's Amended
and Restated Articles of Incorporation is hereby amended and restated as
follows:
"The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue shall be (i) 150,000,000
shares of no par value common stock (the "Common Stock") and (ii)
10,000,000 shares of no par value preferred stock (the "Preferred
Stock").
3. This amendment was duly adopted by the Board of Directors of the
Corporation on February 2, 2000, and approved the shareholders of the
Corporation on May 2, 2000.
4. This amendment was approved by the shareholders of the Corporation
in accordance with the provisions of Section 14-2-1003 of the Code.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
corporate officer to execute these Articles of Amendment on May 3, 2000.
/s/ Rohit H. Kirpalani
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Rohit H. Kirpalani, Secretary and
General Counsel
