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PLAN OF MERGER OF. CAMAS COLORADO, 7NC~ an Indiana rnrporation WITH AND INTO AGGREGATE IIYDUSTRIFS-WCR, INC., a Colorado corporation PI:A1V OF MERGER approved on December22, 20W by CAMAS Colorado, Inc., a business corportion of the State of Indiana ("CAMAS', and by resolwion adopted by its Board of Direcmrs on said date, and approved on December Z2, ZA00 by Aggtt~ate Industries-WCR, Inc., a business corporation orgarrizecl under the laws of the Stam of Colorado ("AI-WCR'~, and by resolution adopted by its Board of Dixecmrs on said date. 1. At 1159 pm. M.S.T. on December 31, 2000 (the "~eciive time ffird dam's CAMAS shall, pursuant m the provision4 of the Indiana Business Corporation I.aw and of the Colorado Business Corporations Act, be merged with and into AbWCR, which shall be the surviving txnpotatioti az the effective tune and date of the merger acrd which is sometimes hereinafter referred m as the "surviving'corparation"> and which shall continue m exist.as said surviving corporation under its present Warne pursuant m the provisions of the Colorado Business Corprttation Arx The separaze existence of CAMAS. which is sometimes hereinafter referred m as the "terminating corporation", shall cease az the effective time and dace in accordance with the provisions of the Indarm Business Corporation Law. 2 The Articles of Incorporation of the surviving corporation as in force and effeM az tire effective time and dam of the merger ur the State of Colorado shall be the Articles of Lrcorpartatiou of said surviving oorporaffon and said Articles of ~cotporation shall Continue in fop force a~.effect until amended and changed in the manner prescribed by the laws. of the State of Colorado. 3. The bylaws of the surviving corporation as in farce and effect az the effective time artd date of the mergra will be the bylaws of said surviving cmporafion and will continue in fait foroe and effect uahT changed, altered, or amended as theRm provided and i># the matinee ' presi:dtred by the provitiarrs of the laws of the State of Colot>ldo. . 4. The. directors and officers in office of the surviving corporation upcm the effective dam of the meager shall be the members of the fast Board ~' Dirtxmrs and. the first officers of the surviving corporation, all of whom slmlI hold rhea ditecmasitips and of5ces until the election ared quaIrfrcaziat of rhea motive srrocessas or tn~l their tenure is otherwise oa~nazed is accordance with the bylaws of the surviving corporation. 5. fiadt is~red share aF fire mrmitrating corporation shall, upon the effective date of the merger, be converted inm five shares of the surviving corpotatfon, aad the issued shares of the te~inathrg caporaron shall be canceled. The issued shares of the surviving corporation shall not be wrtverted in any mummer.