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02;09:01 11 08 FIX 212 450 5519 VFW 2454 <br />200209214 <br />CERTIFICATE OF MERGER <br />OF <br />AMERICAN FREIGHTWAYS CORPORATION <br />INTO <br />FOX, INC. <br />It is hereby certified that: <br />STATE OF DELAWARE <br />SECRETARY OF SEAtIDa2 <br />DIVISION OF WRPORATZONS <br />FZLED 12:30 PN 0210912001 <br />010066984 — 3314069 <br />1. The name and state of incorporation of each of the constituent <br />corporations participating in the merger ate: <br />and <br />(i) American Freightways Corporation, an Arkansas corporation: <br />(it) FOX, ]n,., a Delaware corporation. <br />2. An Amended and Restated Agreement and Flan of Merger dated as of <br />November 12, 2000 and amended and restated as of January 5. 7101 among <br />American Fmightways Corporation, Fedbx Corporation and FOX, Inc. (the <br />"Merger Agreement ") has been approved. adopted, certified. executed, and <br />acknowledged by each or the aforesaid constituent corporations in accordance <br />with the requirements of the Arkansas Business Corporation Act and Section 252 <br />of the General Corporation Law of the State of Delaware, respectively. <br />3. The name of the surviving corporation in the merger is FDX, Inc., <br />which will continue its existence as said surviving corporation under the name <br />American Freightways Corporation upon the effective time of said merger <br />pursuant to the provisions of the General Corporation Law of the State of <br />Delaware. <br />C The Certificate of Incorporation of MX, Inc. is to be amended by <br />reason of the merger by changing Article 1 thereof, miming to the time of said <br />surviving corporation, to read as follows: <br />"The name of the corporation is American Freightways Corporation (the <br />"Corporation"" <br />a+ri murrmunuw..a�w ae.e: <br />