FORM OF

                            EXCHANGE AGENT AGREEMENT



Wachovia Bank, National Association

Attention: Corporate Actions

1525 West W.T. Harris Boulevard

Charlotte, North Carolina 28262



Ladies and Gentlemen:



     FedEx Corporation, a Delaware corporation (the "Company"), proposes to make

an offer (the "Exchange Offer") to exchange up to $600,000,000 principal amount

of its floating rate notes due 2005, $500,000,000 principal amount of its 2.65%

notes due 2007 and $500,000,000 principal amount of its 3.50% notes due 2009

(the "New Notes") for a like principal amount of its respective outstanding

floating rate notes due 2005, 2.65% notes due 2007 and 3.50% notes due 2009 (the

"Old Notes"). The terms and conditions of the Exchange Offer are set forth in a

prospectus (the "Prospectus") included in the Company's registration statement

on Form S-4 (File No. 333-________), as it may be amended from time to time (the

"Registration Statement"), filed with the Securities and Exchange Commission,

and proposed to be distributed to all record holders of the Old Notes. The Old

Notes and the New Notes are collectively referred to herein as the "Notes."

Capitalized terms used herein and not defined shall have the respective meanings

ascribed to them in the Prospectus or the letter of transmittal accompanying the

Prospectus (the "Letter of Transmittal").



     The Company hereby appoints Wachovia Bank, National Association to act as

exchange agent (the "Exchange Agent") in connection with the Exchange Offer.

References hereinafter to "you" shall refer to Wachovia Bank, National

Association.



     The Company expects to commence the Exchange Offer on or about __________,

2004. The Letter of Transmittal (or in the case of book entry securities, either

the Letter of Transmittal or the Automated Tender Offer Program ("ATOP") system)

is to be used by the holders of the Old Notes to accept the Exchange Offer and

contains instructions with respect to the delivery of certificates for Old Notes

tendered.



     The Exchange Offer shall expire at 5:00 p.m., New York City time, on

__________, 2004, or on such later date or time to which the Company may extend

the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions

set forth in the Prospectus, the Company expressly reserves the right to extend

the Exchange Offer from time to time and may extend the Exchange Offer by giving

oral (confirmed in writing) or written notice to you before 9:00 a.m., New York

City time, on the next business day after the previously scheduled Expiration

Date.



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     The Company expressly reserves the right, in its sole discretion, to amend

or terminate the Exchange Offer, and not to accept for exchange any Old Notes

not theretofore accepted for exchange. The Company will give oral (confirmed in

writing) or written notice of any amendment, termination or non-acceptance to

you as promptly as practicable.



     In carrying out your duties as Exchange Agent, you are to act in accordance

with the following instructions:



     1.   You will perform such duties and only such duties as are specifically

set forth in the section of the Prospectus captioned "The Exchange Offer," in

the Letter of Transmittal or as specifically set forth herein; PROVIDED,

HOWEVER, that in no way will your general duty to act in good faith and without

gross negligence or willful misconduct be limited by the foregoing. As soon as

practicable after commencement of the Exchange Offer, you will mail to each

holder (as defined in the indenture relating to the Notes), and to each

participant of The Depository Trust Company ("DTC") identified by DTC as a

holder of any Old Notes (i) the Prospectus, (ii) the Letter of Transmittal with

instructions (including instructions for completing a substitute Form W-9) and

(iii) the Notice of Guaranteed Delivery. The Company shall supply you with

sufficient copies of the Prospectus, the Letter of Transmittal and the Notice of

Guaranteed Delivery to enable you to perform your duties hereunder.



     2.   You will establish an account with respect to the Old Notes at DTC for

purposes of the Exchange Offer within two (2) business days after the date of

the Prospectus, and any financial institution that is a participant in DTC's

systems may, until the Expiration Date, make book-entry delivery of the Old

Notes by causing DTC to transfer such Old Notes into your account in accordance

with DTC's procedures for such transfer. In every case, however, a Letter of

Transmittal (or a manually executed facsimile thereof) or an agent's message,

properly completed and duly executed, with any required signature guarantees and

any other required documents must be transmitted to and received by you prior to

the Expiration Date or the guaranteed delivery procedures described in the

Exchange Offer must be complied with.



     3.   You are to examine each of the Letters of Transmittal and certificates

for Old Notes (and confirmation of book-entry transfers of Old Notes into your

account at DTC) and any other documents delivered or mailed to you by or for

holders of the Old Notes, to ascertain whether: (i) the Letters of Transmittal,

certificates and any such other documents arc duly executed and properly

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