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200209214 EXHIBIT A TO ARTICLES OF MERGER AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER f.GVFEMENT AND PLAN OF MERGER dated as of November 11 2000 and amended and restated as of January 5, 2001, among AMERICAN FREIGHTWAYS CORPORATION, an Arkansas corporation (the "Company "), FEDEX CORPORATION, a Delaware corporation ( "Parent "), and FOX. INC., a Delaware corporation. and a wholly -owned subsidiary of Parent ( "Merger Subsidiary"). WHEREAS, the respective Boards of Directors of the Company. Parent and Merger Subsidiary have unanimously approved this Agreement and deem it advisable and in the beg interest of their respective shareholder or shareholders to consummate the Offer and the Merger (each as defined below) on the terms and conditions set forth herein; and WHEREAS. as a condition and inducement to Parent's wiBingoess to enter inns this Agreement concurrently with the execution and delivery of this Agreement. Parent and certain shareholders of the Company are entering into a Voting Agreement dated as of the data hereof in the foam anached as Exhibit A hereto (as amended, the "Voting Agreement "): and WHEREAS, the parties hereto have entered into an Agreement and Plan of Merger dated u of November 12, 2000 (as in effect inert dimely prim to the amendment and restatement thereof pursuant hereto, the "Original Agreement"); and WHEREAS. the parties hereto wish to amend sod restate the Original Agreement as set forth herein: NOW, THEREFORE, effective on and as of January 5, 2001, the patties hereto agree that the Original Agreement is amended and restated in its entirety as follows: NOW. THEREFORE, m consideration of the promises and the respective representations and warranties, covenants and agreements set forth herein. the parties herein agree in follows: ARTICLE 1 DFFINI otoi SECPnON 1.01. Defmr'riaui& (a) The following terms, as used herein, have the following Mongolia "Acquisition Proposal" means, other than the transactions contemplated by this Agreement. soy Thud Parry offer. proposal or inquiry relating to, or my Third Party indication of interest in. (i) my acquisition or purchase, dint or indireM of 20% or more of the consolidated assets of the Company and its Subsidiaries or over 20% of my class of equity or voting securities of the Company or any of its Subsidiaries whose assets. individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company, (ii) my tender offer (including a self -tender offer) or exchange offer that if consummated, would result in my Thud Party beneficially owning 20% or more of my class of equity or voting securities of the Company or my of its Subsidiaries whose asxra, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Company, (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, reeapindizatlo t, liquidation, dissolution or other similar transaction involving the Company or my of its Subsidiaries whose assets, individually or in the aggregate, constitute more then 20% of the consolidated assets of the Company or (iv) for purposes of Section 7.03 only, my other transaction the consummation of which would reasonably be likely to impede, interim wish, {revere or materially delay the Offer or Merger or that would easonably be likely to dilute materially the benefits to Parent of the transactions contemplated hereby. "•.affiliate" means, with respect to my Permit. my other Person directly or indirectly controlling. controlled by or under common control with such Person A -1