CERTIFICATE OF OWNERSHIP AND MERGER
MERGING CCH, INC. INTO
COMMERCE CLEARING HOUSE, INC. 


Commerce Clearing House, Inc., a corporation organized 
and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 
7th day of July, 1927, pursuant to the General 
Corporation Law of the State of Delaware.

SECOND:  That this corporation owns all of the 
outstanding shares of the stock of CCH, Inc., a 
corporation incorporated on the 3rd day of August, 
1982, pursuant to the General Corporation Law of the 
State of Delaware.

THIRD:  That this corporation, duly adopted the 
following preamble and resolutions at a meeting of its 
Board of Directors held on the 8th day of December, 
1994:

RESOLVED, that CCH, Inc. a Delaware corporation and a 
wholly owned subsidiary of this Corporation shall be 
merged (the Merger) into this Corporation which shall 
be the surviving corporation, and

FURTHER RESOLVED, that the Merger shall be effective 
at 12:01 A.M. Eastern Standard Time on January 1, 
1995, following the filing of a Certificate of 
Ownership and Merger with the Secretary of State of 
the State of Delaware (such time and date being 
referred to herein as the Effective Time); and

FURTHER RESOLVED, that the name of this Corporation 
shall be changed at the Effective Time to CCH 
Incorporated.

FURTHER RESOLVED, that the proper officers of this 
Corporation be and they hereby are directed to make 
and execute a Certificate of Ownership and Merger 
setting forth a copy of these resolutions to merge 
CCH, Inc. into this Corporation, and assume its 
liabilities and obligations, and the date of adoption 
thereof, and to cause the same to be filed with the 
Secretary of State of Delaware and a certified copy 
recorded in the Office of the Recorder of Deeds of New 
Castle County, Delaware and to do all acts and things 
whatsoever, whether within or without the State of 
Delaware, which may be in anywise a necessary or 
proper to effect the Merger.

FOURTH:  Anything herein or elsewhere to the contrary 
notwithstanding, this Certificate of Ownership and 
Merger may be amended or terminated and abandoned by 
the Board of Directors of Commerce Clearing House, 
Inc. at any time prior to the Effective Time of the 
Merger.

IN WITNESS WHEREOF, said Commerce Clearing House, Inc. 
has caused this Certificate to be signed by Edward L. 
Massie, its President and attested by JoAnn Augustine, 
its Secretary, this 13th day of December, 1994.

                   Commerce Clearing House, Inc. 

                   by:/s/ Edward L. Massie, President


Attest:

/s/ JoAnn Augustine, Secretary