<PAGE>
[STAMP] CERTIFICATE OF AMENDMENT
OF RESTATED ARTICLES OF INCORPORATION
NATIONAL MEDICAL ENTERPRISES, INC.
We the undersigned, Terence P. McMullen, Vice President, and Richard B.
Silver Assistant Secretary, of National Medical Enterprises, Inc., do hereby
certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 29th day of March, 1995, adopted a resolution to amend
the original restated articles as follows:
Article I is hereby amended to read in its entirety as follows:
"I
The name of this corporation is:
Tenet Healthcare Corporation"
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Restated Articles of Incorporation is 201,241,735;
that the said change and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
/s/ Terence P. McMullen
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Terence P. McMullen, Vice President
/s/ Richard B. Silver
-----------------------------------
Richard B. Silver, Assistant Secretary
State of California
County of Los Angeles
On June 22, 1995, personally appeared before me, a Notary Public,
TERENCE P. MCMULLEN and RICHARD B. SILVER, who acknowledged that they
executed the above instrument.
/s/ Corinne L. Sotolov
-----------------------------------
Signature of Notary
[SEAL]
(Notary Stamp or Seal)
<PAGE>
[STAMP] CERTIFICATE OF AMENDMENT [STAMP]
OF
ARTICLES OF INCORPORATION
NATIONAL MEDICAL ENTERPRISES, INC., a corporation organized under the
laws of the State of Nevada, by its Senior Vice President and Secretary does
hereby certify:
1. That the Board of Directors of said corporation at a meeting duly
convened and held on the 29th day of July, 1987, passed a resolution
declaring that the change and amendment in the Articles of Incorporation
hereinafter set forth is advisable, and called an annual meeting of the
shareholders to take action thereon.
2. That thereafter, on the 13th day of October, 1987, pursuant to such
call of the Board of Directors, and upon notice given to each shareholder of
record entitled to vote on an amendment to the Articles of Incorporation as
provided by law, an annual meeting of the shareholders of the company was
held, at which meeting, the holders of 67,320,228 shares, representing at
least a majority of the voting power, were present in person or represented
by proxy; that the number of shares of the corporation outstanding and
entitled to vote on the adoption of said amendment was 74,982,774; that
4,410,202 shares voted against such change and amendment, and that 59,194,200
shares, constituting at least a majority of the shares outstanding and
entitled to vote thereon, voted in favor of such change and amendment, such
change and amendment being as follows:
That said Articles of Incorporation be amended to add Article X as
follows:
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<PAGE>
"No director or officer of this corporation shall be personally liable
to this corporation or its shareholders for damages for breach of fiduciary
duty as a director or officer, except for liability (i) for acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law or
(ii) for the payment of dividends in violation of Section 300 of the Private
Corporation Law of the State of Nevada.
"If the Private Corporation Law of the State of Nevada is amended to
authorize the further elimination of limitation of the liability of directors
or officers, then the liability of a director of this corporation or an
officer of this corporation shall be eliminated or limited to the fullest
extent authorized by the Private Corporation Law of the State of Nevada, as
so amended.
"Any repeal or modification of this Article shall not adversely affect
any right or protection of a director of this corporation or an officer of
this corporation existing hereunder with respect to any act or omission
occurring prior to or at the time of such repeal or modification."
WE, THE UNDERSIGNED, do make and file this amendment to the Articles of
Incorporation, hereby declaring and certifying that the facts herein are
true, and accordingly have hereunto set our hands this 19th day of October,
1987.
/s/ Marcus E. Powers
---------------------------
Marcus E. Powers
Senior Vice President
/s/ Scott M. Brown
---------------------------
Scott M. Brown, Secretary
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<PAGE>
STATE OF CALIFORNIA
County of Los Angeles
On this 19th day of October, 1987, before me, a Notary Public,
personally appeared Marcus E. Powers, Senior Vice President and Scott M.
Brown, Secretary, who severally acknowledged that they executed the above
instrument.
/s/ Margaret E. Lundberg
------------------------
Notary Public
(NOTARIAL SEAL)
[SEAL]
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