RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             MCM CAPITAL GROUP, INC.
 
                The name of the corporation is MCM Capital Group, Inc. and it
was incorporated in the State of Delaware on April 29, 1999. This Restated
Certificate of Incorporation was duly adopted in accordance with Section 242 and
Section 245 of the General Corporation Law of the State of Delaware.
 
                                   ARTICLE ONE
 
                The name of the corporation is MCM Capital Group, Inc.
 
                                   ARTICLE TWO
 
                The address of the corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
 
                                  ARTICLE THREE
 
                The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
                                  ARTICLE FOUR
 
                The corporation shall have perpetual existence.
 
                                  ARTICLE FIVE
 
                A. The corporation is authorized to issue two classes of shares
of stock to be designated, respectively, "Common Stock" and "Preferred Stock";
the total number of shares of Common Stock that the corporation shall have
authority to issue is 50,000,000 and each of such shares shall have a par value
of $.01; and the total number of shares of Preferred Stock that the corporation
shall have the authority to issue is 5,000,000 and each of such shares shall
have a par value of $.01.
 
                B. Shares of Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the Board of
Directors of the corporation, each of said series to be distinctly designated.
The voting powers, preferences and relative, participating, optional, and other
special rights, and the qualifications, limitations,
<PAGE>   2
or restrictions thereof, if any, of each such series may differ from those of
any and all other series of Preferred Stock at any time outstanding, and the
Board of Directors is hereby expressly granted authority to fix or alter, by
resolution or resolutions, the designation, number, voting powers, preferences,
and relative, participating, optional, and other special rights, and the
qualifications, limitations, and restrictions thereof, of each such series to
the fullest extent permitted by law.
 
                                   ARTICLE SIX
 
                The Board of Directors of the corporation has the power to
adopt, amend, and repeal any or all of the Bylaws of the corporation.
 
                                  ARTICLE SEVEN
 
                Election of members to the Board of Directors need not be by
written ballot unless the Bylaws of the corporation shall so provide.
 
                Meetings of the stockholders of the corporation may be held
within or without the State of Delaware, as the Bylaws may provide. The books of
the corporation may be kept (subject to any provision contained in the Delaware
General Corporation Law) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the
Bylaws of the corporation.
 
                The stockholders of the corporation shall have the power to
remove any director or the entire board of directors of the corporation, with or
without cause, only upon the vote of the holders of two-thirds of the shares
entitled to vote for the election of directors.
 
                                  ARTICLE EIGHT
 
                A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification. The
limitation of liability provided herein shall continue after a director has
ceased to occupy such position as to acts or omissions occurring during such
director's term of terms of office.
 
 
                                       2
<PAGE>   3
                                  ARTICLE NINE
 
                A. The corporation shall to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than such law
permitted the corporation to provide prior to such amendment), indemnify and
hold harmless any person who was or is a party, or is threatened to be made a
party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "Indemnitee") against
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
excise taxes or penalties paid in connection with the Employee Retirement Income
Security Act of 1974, as amended, and amounts paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith; provided,
however, that except as provided in this section with respect to proceedings to
enforce rights to indemnification, the corporation shall indemnify any such
Indemnitee in connection with a proceeding (or part thereof) initiated by such
Indemnitee only if such proceeding or part thereof was authorized in advance by
the Board of Directors of this corporation.
 
                B. The right to indemnification conferred in this section shall
include the right to be paid by the corporation the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware General Corporation
Law requires, an advancement of expenses incurred by an Indemnitee in his
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such Indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is not further right to appeal that such Indemnitee is
not entitled to be indemnified for such expenses under this section or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in this section shall be contract rights and such rights shall
continue as to an Indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the Indemnitee's heirs, executors and
administrators.
 
                C. If a claim under the two preceding paragraphs of this section
is not paid in full by the corporation within sixty (60) days after a written
claim has been received by the corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the Indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Indemnitee
shall be entitled to be paid
 
 
                                       3
<PAGE>   4
also the expense of prosecuting or defending such suit. In (i) any suit brought
by the Indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the Indemnitee to enforce a right to an advancement of expenses)
and (ii) in any suit brought by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the corporation shall be
entitled to recover such expenses only upon a final adjudication that the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
corporation (including its board of directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
section or otherwise shall be on the corporation.
 
                D. The rights to indemnification and advancement of expenses
conferred in this section shall not be exclusive of any other rights which any
person may have or hereafter acquire under any statute, the corporation's
certificate of incorporation, as it may be amended or restated from
time-to-time, any agreement, vote of stockholders or disinterested directors, or
otherwise. No amendment or repeal of this Article Nine shall apply to or have
any effect on any right to indemnification provided hereunder with respect to
any acts or omissions occurring prior to such amendment or repeal.
 
                E. The corporation shall have the power to purchase and maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the corporation or another corporation, partnership, joint venture,
trust or other enterprise (including an employee benefit plan) against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law. The corporation may also create a trust fund,
grant a security interest and/or use other means (including, but not limited to
letters of credit, surety bonds and/or similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any or
all of the foregoing, to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.
 
                F. For purposes of this section, references to the "corporation"
shall include any subsidiary of this corporation from and after the acquisition
thereof by this corporation, so that any person who is a director, officer,
employee or agent of such subsidiary after the acquisition thereof by this
corporation shall stand in the same position under the provisions
 
 
                                       4
<PAGE>   5
of this section as such person would have had such person served in such
position for this corporation.
 
                G. The corporation may, to the extent authorized from time to
time by the board of directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the corporation to the
fullest extent of the provisions of this section with respect to the
indemnification and advancement of expenses of directors and officers of the
corporation.
 
                                   ARTICLE TEN
 
                A. Notwithstanding any other provisions of this Restated
Certificate of Incorporation or any provision of law, the corporation shall not,
following the closing of the initial public offering of the corporation's Common
Stock (the "IPO Date"), engage in any business combination with any interested
stockholder unless: (1) prior to the time that such stockholder became an
interested stockholder, but after the IPO Date, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder; (2) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder (provided that such transaction was consummated after the
IPO Date), the interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned (i)
by persons who are directors and also officers and (ii) employee stock plans in
which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer; or (3) at or subsequent to the time that such stockholder became an
interested stockholder, but after the IPO Date, the business combination is
approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66-2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
 
                B. The restrictions contained in this Article Ten shall not
apply if:
 
                   (1) the corporation does not have a class of voting stock
that is (i) listed on a national securities exchange; (ii) authorized for
quotation on an The NASDAQ Stock Market; or (iii) held of record by more than
2,000 stockholders, unless any of the foregoing results from action taken,
directly or indirectly, by an interested stockholder or from a transaction in
which a person becomes an interested stockholder;
 
                   (2) a stockholder becomes an interested stockholder
inadvertently and (i) as soon as practicable divests itself of ownership of
sufficient shares so that the stockholder ceases to be an interested stockholder
and (ii) would not, at any time within the 3-year period immediately prior to a
business combination between the corporation and such
 
 
                                       5
<PAGE>   6
stockholder, have been an interested stockholder but for the inadvertent
acquisition of ownership; or
 
                   (3) the business combination is proposed prior to the
consummation or abandonment of and subsequent to the earlier of the public
announcement or the notice required hereunder of a proposed transaction which:
(i) constitutes one of the transactions described in the second sentence of this
paragraph; (ii) is with or by a person who either was not an interested
stockholder during the previous 3 years or who became an interested stockholder
during the previous 3 years or who became an interested stockholder with the
approval of the Corporation's board of directors; and (iii) is approved or not
opposed by a majority of the members of the board of directors then in office
(but not less than 1) who were directors prior to any person becoming an
interested stockholder after the IPO Date or were recommended for election or
elected to succeed such directors by a majority of such directors. The proposed
transactions referred to in the preceding sentence are limited to (x) a merger
or consolidation of the corporation (except for a merger in respect of which,
pursuant to section 251(f) of the Delaware General Corporation Law, no vote of
the stockholders of the corporation is required); (y) a sale, lease, exchange,
mortgage, pledge, transfer or their disposition (in one transaction or a series
of transactions), whether as part of a dissolution or otherwise, of assets of
the corporation or of any direct or indirect majority-owned subsidiary of the
corporation (other than to any direct or indirect wholly-owned subsidiary or to
the corporation) having an aggregate market value equal to 50% or more of either
the aggregate market value of all of the assets of the corporation determined on
a consolidated basis or the aggregate market value of all the outstanding stock
of the corporation; or (z) a proposed tender or exchange offer for 50% or more
of the outstanding voting stock of the corporation. The corporation shall give
not less than 20 days notice to all interested stockholders prior to the
consummation of any of the transactions described in clauses (x) or (y) of the
second sentence of this paragraph.
 
                C. As used in this Article Ten only, the term:
 
                   (1) "affiliate" means a person that directly, or indirectly
through one or more intermediates, controls, or is controlled by, or is under
common control with, another person.
 
                   (2) "associate," when used to indicate a relationship with
any person, means (i) any corporation, partnership, unincorporated association
or other entity of which such person is a director, officer or partner or is,
directly or indirectly, the owner of 20% or more of any class of voting stock,
(ii) any trust or other estate in which such person has at least a 20%
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity, and (iii) any relative or spouse of such person, or any
relative of such spouse, who has the same residence as such person or (iv) any
parent, sibling or child of such person and any sibling of a parent of such
person or any child of such sibling.
 
 
                                       6
<PAGE>   7
                   (3) "business combination," when used in reference to the
corporation and any interested stockholders, means:
 
                       (i) any merger or consolidation of the corporation or any
direct or indirect majority-owned subsidiary of the corporation with (A) the
interested stockholder, or (B) with any other corporation, partnership,
unincorporated association or other entity if the merger or consolidation is
caused by the interested stockholder and as a result of such merger or
consolidation subsection (a) of this Article Ten is not applicable to the
surviving corporation;
 
                       (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
except proportionately as a stockholder of the corporation, to or with the
interested stockholder, whether as part of a dissolution or otherwise, of assets
of the corporation or of any direct or indirect majority-owned subsidiary of the
corporation which assets have an aggregate market value equal to 10% or more of
either the aggregate market value of all the assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation;
 
                       (iii) any transaction which results in the issuance or
transfer by the corporation or by any direct or indirect majority-owned
subsidiary of the corporation of any stock of the corporation or of such
subsidiary to the interested stockholder, except (A) pursuant to the exercise,
exchange or conversion of securities exercisable for, exchangeable for or
convertible into stock of the corporation or any such subsidiary which
securities were outstanding prior to the later of (I) time that the interested
stockholder became such and (II) the IPO date, (B) pursuant to a merger under
Section 251(g) of the Delaware General Corporation Law, (C) pursuant to a
dividend or distribution paid or made, or the exercise, exchange or conversion
of securities exercisable for, exchangeable for or convertible into stock of the
corporation or any such subsidiary which security is distributed, pro rata to
all holders of a class or series of stock of such corporation subsequent to the
time the interested stockholder became such, (D) pursuant to an exchange offer
by the corporation to purchase stock made on the same terms to all holders of
said stock, or (E) any issuance or transfer of stock by the corporation;
provided, however, that in no case under (C)-(E) above shall there be an
increase in the interested stockholder's proportionate share of the stock of any
class or series of the corporation or of the voting stock of the corporation;
 
                       (iv) any transaction involving the corporation or any
direct or indirect majority-owned subsidiary of the corporation which has the
effect, directly or indirectly, of increasing the proportionate share of the
stock of any class or series, or securities convertible into the stock of any
class or series, of the corporation or of any such subsidiary which is owned by
the interested stockholder, except as a result of immaterial changes due to
fractional share adjustments or as a result of any purchase or redemption of any
shares of stock not caused, directly or indirectly, by the interested
stockholder; or
 
 
                                       7
<PAGE>   8
                       (v) any receipt by the interested stockholder of the
benefit, directly or indirectly (except proportionately as a stockholder of the
corporation) of any loans, advances, guarantees, pledges, or other financial
benefits (other than those expressly permitted in subparagraphs (i)-(iv) above)
provided by or through the corporation or any direct or indirect majority-owned
subsidiary.
 
                   (4) "control," including the terms "controlling," "controlled
by" and "under common control with," means the possession, directly or
indirectly , of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting stock, by
contract, or otherwise. A person who is the owner of 20% or more of the
outstanding voting stock of any corporation, partnership, unincorporated
association or entity shall be presumed to have control of such corporation, in
the absence of proof by a preponderance of the evidence to the contrary.
Notwithstanding the foregoing, a presumption of control shall not apply where
such person holds voting stock, in good faith and not for the purpose of
circumventing this Article Ten, as an agent, bank, broker, nominee, custodian or
trustee for one or more owners who do not individually or as a group have
control of such entity.
 
                   (5) "interested stockholder": means any person (other than
the corporation) that (i) is the owner of 15% or more of the outstanding voting
stock of the corporation, or (ii) is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder, and the affiliates and associates of such person;
provided, however, that the term "interested stockholder" shall not include any
person whose ownership of shares in excess of the 15% limitation set forth
herein is the result of action taken solely by the corporation; provided that
such person shall be an interested stockholder if thereafter he acquires
additional shares of voting stock of the corporation, except as a result of
further corporate action not caused, directly or indirectly, by such person. For
the purpose of determining whether a person is an interested stockholder, the
voting stock of the corporation deemed to be outstanding shall include stock
deemed to be owned by the person through application of paragraph (9) of this
subsection but shall not include any other unissued stock of such corporation
which may be issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, warrants or options, or otherwise.
 
                   Notwithstanding the foregoing, in no event shall (a) (i)
Triarc Companies, Inc., Nelson Peltz, or Peter W. May or (ii) Consolidated Press
Holdings Limited, C.P. International Investments Limited, or Peter Stewart Nigel
Fraser, or any of their respective affiliates and associates (each, a
"Grandfathered Person"), be or become an interested stockholder so long as the
percentage of shares of voting stock of the corporation a Grandfathered Person
owns does not exceed the percentage of shares of voting stock it owned
immediately prior to the IPO Date plus one percent (1%) (the "Percentage")
(provided that a Grandfathered Person shall not be or become an interested
stockholder as a result of corporate action taken solely by the corporation that
causes the Grandfathered Person to
 
 
                                       8
<PAGE>   9
exceed the Percentage if thereafter the Grandfathered Person does not acquire
additional shares of voting stock of the corporation except as a result of
further corporate action taken by the corporation) or (b) a person who acquires
ownership of any of the shares of Common Stock owned by a Grandfathered Person,
or the affiliates or associates of any such person (other than pursuant to a
sale made (i) in a registered public offering, (ii) pursuant to Rule 144 under
the Securities Act of 1933, as amended, or (iii) through a normal brokerage
transaction or to a dealer in the securities), be or become an interested
stockholder solely by becoming the owner of such shares so long as any such
person, and its affiliates or associates, do not own more than the Percentage
plus one percent (1%) (the "Transferee Percentage") (provided that no such
person shall be or become an interested stockholder as a result of action taken
solely by the corporation that causes such person to exceed the Transferee
Percentage if thereafter the person does not acquire additional shares of voting
stock of the corporation except as a result of further corporate action taken by
the corporation).
 
                   (6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.
 
                   (7) "stock" shall mean, with respect to any corporation,
capital stock, and with respect to any other entity, any equity interest.
 
                   (8) "voting stock" means, with respect to any corporation,
stock of any class or series entitled to vote generally in the election of
directors, and with respect to any entity that is not a corporation, any equity
interest entitled to vote generally in the election of the governing body of
such entity.
 
                   (9) "owner" including the terms "own" and "owned" when used
with respect to any stock means a person that individually or with or through
any of its affiliates or associates:
 
                       (i) beneficially owns such stock, directly or indirectly;
or
 
                       (ii) has (A) the right to acquire such stock (whether
such right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise; provided,
however, that a person shall not be deemed the owner of stock tendered pursuant
to a tender or exchange offer made by such person or any of such person's
affiliates or associates until such tendered stock is accepted for purchase or
exchange; or (B) the right to vote such stock pursuant to any agreement,
arrangement or understanding; provided, however, that a person shall not be
deemed the owner of any stock because of such person's right to vote such stock
if the agreement, arrangement or understanding to vote such stock arises solely
from a revocable proxy or consent given in response to a proxy or consent
solicitation made to 10 or more persons; or
 
                       (iii) has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (B) of clause (ii) of this paragraph), or
disposing of such stock with any
 
 
                                       9
<PAGE>   10
other person that beneficially owns, or whose affiliates or associates
beneficially own, directly or indirectly, such stock.
 
                D. The corporation hereby elects not to be governed by Section
203 of the Delaware General Corporation Law.
 
                E. The corporation expressly denies the application of the
Arizona Corporate Takeover Laws, Arizona Revised Statutes Sections 10-2701
et seq., or any successor thereto.
 
                                 ARTICLE ELEVEN
 
                The corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the Delaware General Corporation Law.
 
                IN WITNESS WHEREOF, MCM CAPITAL GROUP, INC., caused this
Restated Certificate of Incorporation to be signed by the undersigned duly
authorized officer who declares under penalty of perjury that the matters set
forth in the foregoing Restated Certificate of Incorporation are true and
correct to his knowledge.
 
 
Dated: June 24, 1999.
 
 
                                    MCM CAPITAL GROUP, INC.
 
 
 
                                    By: /s/Gregory G. Meredith
                                        ________________________________________
                                        Gregory G. Meredith
                                        Secretary
 
 
 
                                       10

 

 

 

 

 

                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             MCM CAPITAL GROUP, INC.
 
o FIRST: The name of the corporation is MCM Capital Group, Inc. The corporation
was incorporated in the State of Delaware on April 29, 1999.
 
o SECOND: At a meeting of the Board of Directors of MCM Capital Group, Inc.,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and directing that the proposed amendment be considered at the next
annual meeting of the stockholders.
 
The resolution setting forth the proposed amendment is as follows:
 
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing Article One thereof to read in its entirety as follows:
 
"The name of the corporation is Encore Capital Group, Inc."
 
o THIRD: Thereafter, pursuant to resolution of its Board of Directors, at the
annual meeting of the stockholders of said corporation duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, the necessary number of shares as required by statute were
voted in favor of the amendment.
 
o FOURTH: Said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
 
o FIFTH: The capital of said corporation shall not be reduced under or by reason
of said amendment.
 
 
 
                                             BY: /s/ Robin R. Pruitt
                                                --------------------------------
                                                Robin R. Pruitt, Secretary