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��e <br />200209214 <br />ARTICLES OF MERGER <br />F- LE0 <br />ca. era i, <br />01 FEB —9 PM 12: 01 <br />These Articles of Merger are made by FDX, Inc., a Delaware corobtla[ioj%;PgRwggt to the <br />requirements of Ark. Code Ann. § 4-27 -1105. ORE T'RY CF STAT <br />STATE OF ANKANSA <br />1. The Amended and Restated Agreement and Plan of Merger—,ttateti-asoFNove � <br />12, 2000, and amended and restated as of January 5, 2001, among American Freightways' $51 <br />Corporation, an Arkansas corporation, FedEx Corporation,. a Delaware corporation, and FDX, 143 <br />Inc., a Delaware corporation, is attached hereto as Exhibit A (the "Plan of Merger "). Pursuant to <br />the Plan of Merger, American Freightways Corporation shall be merged with and into FDX, Inc., <br />with FDX, Inc. being the surviving corporation (the "Merger "). <br />2. On the record date of January 5, 2001, American Freightways Corporation had <br />outstanding 32,752,523 shares of common stock, all of which are entitled to vote on the Plan of <br />Merger. At a meeting held February 9, 2001, 30, 030, 915 shares of common stock <br />were voted for approval of the Plan of Merger. No voting group of American Freightways <br />Corporation is entitled to vote separately as a class on the Plan of Merger. The number of votes <br />cast for approval of the Plan of Merger was sufficient for approval by American Freightways <br />Corporation. <br />1 FDX, Inc. has 1,000 shares of common stock outstanding. By unanimous written <br />consent dated February 9, 2001, all of the 1,000 shares of common stock approved the Plan of <br />Merger. No voting group of FDX, Inc. is entitled to vote separately as a class on the Plan of <br />Merger. The number of shares which consented to the Plan of Merger was sufficient for <br />approval by FOX, Inc. <br />4. The Merger shall be effective at 4:30 P.M., Eastern Time, on February 9, 2001. <br />IN WITNESS WHEREOF, FDX, Inc., the surviving corporation in the Merger, has <br />caused these Articles of Merger to be executed in its name by a duly authorized officer as of this <br />9th day of February, 200L. <br />FDX, INC. <br />)l —I <br />By: <br />Kenneth R. Masterson <br />President <br />2' -1 <br />