Prime Succession Inc Watch

from S-4 ~5 pages Prime Succession, Inc. By-Laws

from S-4 1 page Of Incorporation of Prime Succession Acquisition Corp. <page> Certificate of Amendment of Certificate of Incorporation of Prime Succession Acquisition Corp. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Prime Succession Acquisition Corp., a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Corporation"), Hereby Certifies as Follows: First. Article First of the Certificate of Incorporation of the Corporation Shall Be Amended to Read in Its Entirety as Follows: "First: The Name of the Corporation Is Prime Succession, Inc." Second. the Board of Directors of the Corporation, Through an Unanimous Written Consent, Adopted a Resolution Proposing and Declaring Advisable the Foregoing Amendment, and Said Amendment Has Been Adopted by the Sole Stockholder of the Corporation in Accordance With the Provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. in Witness Whereof, Prime Succession Acquisition Corp. Has Caused Its Corporate Seal to Be Hereunto Affixed and This Certificate to Be Signed by Its Chief Executive Officer, Gary L. Wright, and Attested by Its Secretary, Myles S. Cairns, This 26th Day of August, 1996. Prime Succession Acquisition Corp. /S/ Gary L. Wright Gary L. Wright Chief Executive Officer Corporate Seal Attest: /S/ Myles S. Cairns Myles S. Cairns Secretary

from S-4 1 page Of Incorporation of Blackhawk Acquisition Corp. <page> Certificate of Amendment of the Certificate of Incorporation of Blackhawk Acquisition Corp. Blackhawk Acquisition Corp., a Corporation Organized and Existing Under and by Virtue of the General Corporation Law of the State of Delaware (The "Corporation"), Does Hereby Certify: First: Article First of the Certificate of Incorporation Be, and It Hereby Is, Amended to Read as Follows: "First: The Name of the Corporation Is Prime Succession Acquisition Corp." Second: The Corporation Has Not Received Any Payment for Any of Its Stock and Pursuant to Section 241 of the Delaware General Corporation Law, This Certificate of Amendment of the Certificate of Incorporation Was Duly Adopted by the Board of Directors of the Corporation as of July 25, 1996. in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed by Chinh Chu, Its Secretary and Treasurer, on This 25th Day of July, 1996. Blackhawk Acquisition Corp. By: /S/ Chinh Chu Chinh Chu Secretary and Treasurer

from S-4 1 page Blackhawk Acquisition Corp. <page> Certificate of Incorporation of Blackhawk Acquisition Corp. the Undersigned, in Order to Form a Corporation for the Purpose Hereinafter Stated, Under and Pursuant to the Provisions of the Delaware General Corporation Law, Hereby Certifies That: First: The Name of the Corporation Is Blackhawk Acquisition Corp. Second: The Registered Office and Registered Agent of the Corporation Is the Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Third: The Purpose of the Corporation Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the Delaware General Corporation Law. Fourth: The Total Number of Shares of Stock That the Corporation Is Authorized to Issue Is 1000 Shares of Common Stock, Par Value $0.01 Each. Fifth: The Name of the Sole Incorporator Is Derrick L. Horner, and His Address Is 425 Lexington Avenue, New York City, New York 10017-3954. Sixth: The Board of Directors of the Corporation, Acting by Majority Vote, May Adopt, Amend or Repeal the By-Laws of the Corporation. Seventh: Except as Otherwise Provided by the Delaware General Corporation Law as the Same Exists or May Hereafter Be Amended, No Director of the Corporation Shall Be Personally Liable to the Corporation or Its Stockholders for Monetary Damages for Breach of Fiduciary Duty as a Director. Any Repeal or Modification of This Article Seventh by the Stockholders of the Corporation Shall Not Adversely Affect Any Right or Protection of a Director of the Corporation Existing at the Time of Such Repeal or Modification. in Witness Whereof, the Undersigned Has Signed This Certificate of Incorporation on May 30, 1996. /S/ Derrick L. Horner Derrick L. Horner