ration. Each Merged Corporation, from time to time as and when requested by the Surviving Corporation, or by its successors or assigns, shall execute and deliver or cause to be executed and delivered, by its proper officers and directors, all such further assignments, other instruments or assurances in law and shall take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation, according to the terms hereof, the title to and possession of all such property, rights, privileges, powers and franchises of each such Merged Corporation and otherwise to carry out the intent and purpose of this Plan of Merger.

6. Upon the effective date of the merger:

6.1 The earned surplus of the Surviving Corporation shall be the combined earned surplus (if any) of the Surviving Corporation and of the Merged Corporations on such date, and the capital surplus of the Surviving Corporation shall be the combined capital surplus of the Surviving Corporation and the Merged Corporations on such date, subject to such adjustments as may be made in accordance with generally accepted accounting principles. Any sums available for payment of dividends by the Merged Corporations shall be available for payment of dividends by the Surviving Corporation. Nothing herein shall prevent the Board of Directors of the Surviving Corporation from making any changes in its accounts in accordance with law.

6.2 The assets and liabilities of the Surviving Corporation and each of the Merged Corporations shall be taken up or continued on the books of the Surviving Corporation at the amounts at which they are respectively recorded on the books of the Merged Corporations, appropriately adjusted when deemed necessary to place them on a uniform basis.

7. The Surviving Corporation reserves the right, after the effective date of the merger, to alter, amend, change or repeal any of the provisions contained in its articles of incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on directors and stockholders herein are granted subject to this reservation.

8. The directors of the Surviving Corporation, as of the effective date of the merger, shall continue in office until the next annual meeting of the stockholder or stockholders of the Surviving Corporation or until their successors are duly elected and shall qualify. The officers of the Surviving Corporation, as of the effective date of the merger, shall continue in office until the next annual meeting of the Board of Directors of the Surviving Corporation or until their successors are duly elected and shall qualify.

9. For all purposes of the laws of the State of Maryland, the merger herein provided for shall become effective and the separate existence of each of the Merged Corporations, except insofar as such existence may be continued by statute, shall cease at 12:01 A. M., Eastern Standard Time, on January 1, 1973, but in any event not prior to the date on which (i) the Articles of Merger incorporating this Plan of Merger shall have been adopted, approved, signed and acknowledged in accordance with the laws of the State of Maryland and certificates of its adoption and approval shall have been executed in accordance with such laws, and (ii) said Articles of Merger shall have been accepted for record by the State Department of Assessments and Taxation of the State of Maryland. STATE OF MARYLAND,

County of Montgomery, ss:

I HEREBY CERTIFY that on December 22, 1972, before me, a Notary Public in and for the jurisdiction aforesaid, personally appeared CHARLES S. LERNER, President of RMC, INC., a Maryland corporation, and in the name and on behalf of said corporation acknowledged the foregoing Articles of Merger to be the corporate act of said corporation; and at the same time personally appeared AILEEN M. KNIGHT, Assistant Secretary of said corporation, who make oath in due form of law that she is the Assistant Secretary of said corporation, that the Board of Directors of said corporation, by written consent in lieu of a meeting, duly advised and approved the foregoing Articles of Merger, that the sole stockholder of said corporation, by written consent in lieu of a meeting duly approved said Articles of Merger, and that the matters and facts set forth

in said Articles of Merger with respect to the adoption of said Articles of Merger by the Board of Directors and sole stockholder of said corporation are true to the best of her knowledge, information and belief.

WITNESS my hand and notarial seal on the day and year first above written.

THIS IS TO CERTIFY THAT the within instrument is a true copy of the ARTICLES OF MERGER

OF

THE VERTEX CORPORATION (MD. CORP.)

SCIENTIFIC MANAGEMENT SYSTEMS, INCORPORATED (MD. CORP.)

INTO

RMC, INC. (MD. CORP.)-SURVIVOR

Changing its name to

RMC RESEARCH CORPORATION

as approved and received for record by the State Department of Assessments and Taxation of Maryland, December 29, 1972, at 8:30 o'clock A.M. Effective date: January 1, 1973, at 12:01 A.M.

AS WITNESS my hand and official Seal of the said Department at Baltimore this 6th day of March, 1973.

RICHARD H. KELLER, Supervisor, Charter Division.

1 Signature illegible.

Exhibit No. 6

PARTIES IN EX PARTE No. 270 AND RELATED CASES WHO URGED APPOINTMENT OF SPECIAL COUNSEL

66

"We strongly suggest that the Commission employ outside counsel, having no identity of interest with any party to the proceeding, for the purpose of developing the most complete and meaningful record possible"-Alan Wood Steel Co. GMI recommends that the Commission consider retention of Special Counsel in this proceeding, as it did with Mr. (later, Mr. Justice) Louis D. Bran-deis in the Five Percent Case, 31 ICC 351,32 ICC 325 (1914)"-General Mills, Inc. endorses the suggestion of General Mills Incorporated that the Commision retain an outstanding attorney as "Special Counsel" to be charged with development of a full and complete record herein."-Union Carbide Corporation. (Jointly)". it is deemed essential that, in view of the many prevailing ills of the railroads, the Commission should designate counsel with staff funded by special appropriation if necessary to develop a complete record in this proceeding on the issues herein."-Lead Industries Association, Zinc Institute Inc.

it is strongly suggested that the investigation under Ex Parte 270 becarried on under a 'grand jury' approach. The Commission should obtain with special Congressional appropriations if necessary, competent counsel and staff to develop all of the relevant facts.”—The Fertilizer Institute.

(230)

APPENDIX B. CONFLICT OF

INTEREST

18 U.S.C.A. 207

DISQUALIFICATION OF FORMER OFFICERS AND EMPLOYEES IN MATTERS CONNECTED WITH FORMER DUTIES OR OFFICIAL RESPONSIBILITIES; DISQUALIFICATION OF

PARTNERS

(a) Whoever, having been an officer or employee of the executive branch of the United States Government, of any independent agency of the United States, or of the District of Columbia, including a special Government employee, after his employment has ceased, knowingly acts as agent or attorney for anyone other than the United States in connection with any judicial or other proceeding, application, request for a ruling or other determination, contract, claim, controversy, charge, accusation, arrest, or other particular matter involving a specific party or parties in which the United States is a party or has a direct and substantial interest and in which he participated personally and substantially as an officer or employee, through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise, while so employed, or

(b) Whoever, having been so employed, within one year after his employment has ceased, appears personally before any court or department or agency of the Government as agent, or attorney for, anyone other than the United States in connection with any proceeding, application, request for a ruling or other determination, contract, claim, controversy, charge, accusation, arrest, or other particular matter involving a specific party or parties in which the United States is a party or directly and substantially interested, and which was under his official responsibility as an officer or employee of the Government at any time within a period of one year prior to the termination of such responsibility

Shall be fined not more than $10,000 or imprisoned for not more than two years, or both: Provided, That nothing in subsection (a) or (b) prevents a former officer or employee, including a former special Government employee, with outstanding scientific or technological qualifications from acting as attorney or agent or appearing personally in connection with a particular matter in a scientific or technological field if the head of the department or agency concerned with the matter shall make a certification in writing, published in the Federal Register, that the national interest would be served by such action or appearance by the former officer or employee.

(c) Whoever, being a partner of an officer or employee of the executive branch of the United States Government, of any independent agency of the United States, or of the District of Columbia, including a special Government employee, acts as agent or attorney for anyone other than the United States, in connection with any judicial or other proceeding, application, request for a ruling or other determination, contract, claim, controversy, charge, accusation, arrest, or other particular matter in which the United States is a party or has a direct and substantial interest and in which such officer or employee of the Government or special Government employee participates or has participated personally and substantially as a Government employee through decision, approval, disapproval, recommendation, the rendering of advice, investigation or otherwise, or which is the subject of his official responsibility

Shall be fined not more than $5,000, or imprisoned not more than one year, or both.

A partner of a present or former officer or employee of the executive branch of the United States Government, of any independent agency of the United States, or of the District of Columbia or of a present or former special Government employee shall as such be subject to the provisions of sections 203, 205, and 207 of this title only as expressly provided in subsection (c) of this section. Added Pub. L. 87-849, § 1(a), Oct. 23, 1962, 76 Stat. 1123.