THIRD AMENDMENT TO

                              THE FEDEX CORPORATION

                         RETIREMENT PARITY PENSION PLAN



THIS AMENDMENT to the FedEx Corporation Retirement Parity Pension Plan (the

"Plan") is made by the participating employers, pursuant to their authority

to amend the Plan as provided in Section 12 thereof.



WHEREAS, the participating employers desire to amend the Plan in order to

establish the provisions applicable to that portion of an eligible Officer's

or Managing Director's accrued benefit which is determined pursuant to

Appendix E of the Qualified Pension Plan ("Portable Pension Account")

beginning on or after June 1, 2003;



NOW, THEREFORE, the Plan is amended, as described below.



I. Section 3 of the Plan shall be given the heading, "Benefit Amount and

Limitations: Traditional Pension Benefit", and shall be amended as follows:



         Section 3. BENEFIT AMOUNT AND LIMITATIONS; TRADITIONAL PENSION

BENEFIT. (a) An Officer or Managing Director who meets the eligibility

requirements of Section 2 above and who has an accrued benefit under the

Traditional Pension Benefit Provisions (as that term is defined in Section

1.12 of Appendix E to the Qualified Pension Plan) of the Qualified Pension

Plan shall, regardless of whether such benefit under the Qualified Pension

Plan has been reduced due to the limits imposed by Internal Revenue Code

("Code") Section 415 (limitations on benefits) or Section 401(a)(17)

(limitations on annual compensation), be paid from the Plan a benefit equal

to 100% of the difference between the Unreduced Benefit and the Maximum

Benefit.



         For the purpose of this Section 3, the monthly "Unreduced Benefit"

shall mean the benefit that would be provided to the Officer or Managing

Director pursuant to the Traditional Pension Benefit Provisions of the

Qualified Pension Plan, except that (1) if applicable, the Unreduced Benefit

shall not be limited by the application of Code Section 415 (limitations on

benefits for defined benefit plans and limitation in case of defined benefit

and defined contribution plan for same employee) and Section 401(a)(17)

(annual compensation limit), and (2) "Average Compensation" taken into

account with respect to a participating Officer or Managing Director shall

have the same meaning as set forth under the Qualified Pension Plan, but

shall not be limited by the application of Code Section 401(a)(17), except

that, with respect to Officers or Managing Directors who (i) are actively

employed by a participating employer as Officers or Managing Directors on or

after June 1, 1999, (ii) except for those employees who are Officers or

Managing Directors as of April 27, 2000, are not Officers or Managing

Directors the terms of whose employment are governed by the collective

bargaining agreement between Federal Express Corporation and the Fedex Pilots

Association effective May 31, 1999 (or any successor agreement thereto), and

(iii) retire on or after June 1, 1999, the number of whole calendar years

over which the arithmetic average is determined shall be three (3) years

instead of five (5) years.



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         For the purpose of this Section 3, the monthly "Maximum Benefit"

shall mean the benefit actually provided to the Officer or Managing Director

under the Traditional Pension Benefit Provisions of the Qualified Pension

Plan.



         (b) In addition to the benefit described in subsection (3)(a) above,

with respect to that portion of the accrued benefit of an Officer who meets

the eligibility requirements of Section 2 above and who has an accrued

benefit under the Traditional Pension Benefit Provisions of the Qualified

Pension Plan shall also be paid from this Plan, the difference between such

Officer's Maximum Benefit under the Traditional Pension Benefit Provisions of

the Qualified Pension Plan and what such Officer's Maximum Benefit would have

been had such Officer received credit for a Year of Service under the

Traditional Pension Benefit Provisions of the Qualified Pension Plan for each

year that such Officer is eligible to receive, and does in fact receive, a

benefit under the Federal Express Corporation Nonqualified Disability Plan

for Officers, as it currently exists or as it may be amended from time to

time (the "Officers Nonqualified Disability Plan").



         For purposes of determining eligibility for an increased benefit as

contemplated by this subsection, such increased benefit shall be provided for

each Plan Year during which an Officer's Hours of Service under the Qualified

Pension Plan plus such Officer's "Phantom Hours of Service" while receiving

benefits under the Officers Nonqualified Disability Plan are equal to a Year

of Service under the Qualified Pension Plan. Phantom Hours of Service shall

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