Exhibit 3.2
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of March 10,
2008, is entered into between Henry County Plywood Corporation, a Nevada corporation ("Henry County
Plywood Nevada") and Henry County Plywood Corporation, a Virginia corporation (the "Company")
RECITALS
WHEREAS, the board of directors of each of Henry County Plywood Nevada and the Company deems it
advisable, upon the terms and subject to the conditions herein stated, that the Company be merged with and into
Henry County Plywood Nevada, and Henry County Plywood Nevada by the surviving corporation (the
"Reincorporation Merger"); and
WHEREAS, this Agreement has been approved by separate vote of the holders of shares of common stock of
the Company ("common stock") at a special meeting.
NOW, THEREFORE, in consideration of the premises and of the agreements of the parties hereto contained
herein, the parties hereto agree as follows:
ARTICLE I
THE REINCORPORATION MERGER; EFFECTIVE TIME
1.1. The Reincorporation Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the
Effective Time (as defined in
Section 1.2), the Company shall be merged with and into Henry County Plywood Nevada, whereupon the
separate existence of the Company shall cease. Henry County Plywood Nevada shall be the surviving
corporation (sometimes hereinafter referred to as the "Surviving Corporation") in the Reincorporation Merger and
shall continue to be governed by the laws of the State of Nevada. The Reincorporation Merger shall have the
effects specified in the Virginia Stock Corporation Act of the State of Virginia as amended (the "VSCA") and in
the Nevada Revised Statures as amended (the "NRS") and the Surviving Corporation shall succeed, without
other transfer, to all of the assets and property (whether real, personal or mixed)< rights, privileges, franchises,
immunities and powers of the Company, and shall assume and be subject to all of the duties