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Exhibit 3.1(e)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
HORACE MANN EDUCATORS CORPORATION
HORACE MANN EDUCATORS CORPORATION (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
First, that at a meeting of the Board of Directors of the Corporation held on 23
February 2000, a resolution was adopted setting forth the proposed Amendment to
the Certificate of Incorporation of said Corporation, declaring said Amendment
to be advisable and calling for submission for consideration of the Amendment to
the Stockholders of said Corporation. The resolution setting forth the proposed
Amendment is as follows:
RESOLVED the agenda for the Annual Meeting of the Stockholders shall
include the approval of an amendment to the Company,s Certificate of
Incorporation provision which would permit Ralph Saul to be eligible for
re-election to the Board of Directors at the Annual Meeting for one
additional year of service on the Board.
Second, that the proposed amendment to the Certificate of Incorporation was
submitted for consideration to the Stockholders at their Annual Meeting held on
25 May 2000 and the Stockholders did approve said amendment by amending ARTICLE
FOURTEENTH.
"FOURTEENTH. Any Director who is 72 or more years of age shall retire following
completion of his or her then current term in office; however, Ralph S. Saul is
eligible for re-election to the Board of Directors for one additional year of
service on the Board."
Third, that the aforesaid Amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said HORACE MANN EDUCATORS CORPORATION has caused this
Certificate of Amendment of the Certificate of Incorporation to be signed by
Louis G. Lower II, its President and Chief Executive Officer, and attested by
Ann M. Caparros, its Corporate Secretary, this 19 day of June 2000.
HORACE MANN EDUCATORS CORPORATION
By: /s/ Louis G. Lower II
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Louis G. Lower II, President and Chief
Executive Officer
ATTEST:
By: /s/ Ann M. Caparros
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Ann M. Caparros, Corporate Secretary
