THE STATE OF TEXAS
SECRETARY OF STATE
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Merger of
A Texas Corporation
RAS ACQUISITION CORP.
A Delaware No Permit Entity
have been received in this office and are found to conform to law. ACCORDINGLY, the undersigned, as
Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of
Filed FEBRUARY 1, 2001
Effective FEBRUARY 1, 2001
[STATE SEAL] /S/ HENRY CUELLAR
Secretary of State
Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations
certify the following articles of merger adopted for the purpose of effecting a merger in accordance with the
provisions of Part Five of the Texas Business Corporation Act.
1. The name of each of the undersigned corporations that are a party to the Agreement and Plan of Merger (the
"Plan of Merger") and the states under the laws of which they are organized are as follows:
2. A Plan of Merger has been adopted and approved in accordance with the provisions of Article 5.03 of The
Texas Business Corporation Act providing for the combination of WBNI, Inc. with and into RAS Acquisition
Corp. and resulting in RAS Acquisition Corp. being the surviving corporation in the merger.
3. The Certificate of Incorporation and Bylaws of RAS Acquisition Corp. will be the Certificate of Incorporation
and Bylaws of the Surviving Corporation until thereafter chanced or amended as provided therein or by
applicable law. Except as set forth below, no amendments or changes in the Certificate of Incorporation or
Bylaws of the surviving corporation are to be effected by the Mercer.