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STATE OF DP.LAWAR TEc. 9 XCS1 i':3EAV. TAX E14P PENI:.Gfl E�L4E ° 2TE DZLED 1V OF N TZOHS FZL01 12:31 R4 23/09/2001 010066986 - 3319069 200209214 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF AMERICAN FREIGHTWAYS CORPORATION American Freightways Corporation, a corporation organized and existing under and by Arme of the General Corporation Law of the State of Delaware (the "Corporation "), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation, by unanimous written consent of its members, filed with the minutes of the Board of Directors, duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring Said amendment to be advisable. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of The Corpoarion be amended by changing Article I thereof so that, as amended, said article shall be and read in its entirety as follows: The name of the corporation is FedEx Freight System, Inc (the "Corporation "). SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. FOURTH: That the aforesaid amendment shall become effective at 5:00 p.m. Eastern Standard Time on the date on which this Certificate of Amendment is filed. IN WITNESS WHEREOF, American Freightways Corporation has caused this CeTtificate of Amendment to be signed by Kenneth R. Masterson, its Secretary, this 9th day of February, 2001. American Freightways Corporation By: � erm 1h RMasterson Secretary 3W.