FIRST AMENDMENT TO



                           FEDERAL EXPRESS CORPORATION



                         RETIREMENT PARITY PENSION PLAN



                          (EFFECTIVE DATE JUNE 1, 1993,

                 AS AMENDED AND RESTATED EFFECTIVE JUNE 1, 1999)





     WHEREAS, Federal Express Corporation (the "Company") has established the

Federal Express Corporation Retirement Parity Pension Plan (the "Plan") as an

"employee benefit pension plan," as defined in Section 3(2) of the Employee

Retirement Income Security Act of 1974 ("ERISA"), and a plan that is "unfunded

and is maintained primarily for the purpose of providing deferred compensation

for a select group of management or highly compensated employees," as provided

in Sections 201, 301 and 401 of ERISA and the Department of Labor regulations

promulgated under ERISA, with benefits payable when due out of the assets of the

Company as its general, unsecured obligations; and



     WHEREAS, the Company has reserved the right, pursuant to Section 12 of the

Plan, to amend the Plan at any time;



     NOW, THEREFORE, the Company amends the Plan, effective as of the dates

provided herein, to (i) clarify the eligibility provisions, as set forth in

Section 2 of the Plan and (ii) clarify the benefit amount payable with respect

to an eligible Officer or Managing Director the terms of whose employment are



{Page}



governed by the collective bargaining agreement between the Company and the

Fedex Pilots Association effective May 31, 1999 (or any successor agreement

thereto).



I.   Effective March 1, 2000, Section 2 of the Plan is amended to read as

follows:



     SECTION 2. ELIGIBILITY. Any employee of a participating employer (which

shall mean the Company; on or after February 1, 1998, FedEx Corporation; on or

after December 1, 1998, FedEx Global Logistics, Inc.; on or after March 1, 2000,

FedEx Trade Networks, Inc., and Tower Group International, Inc.; on or after May

1, 2000, World Tariff, Limited; and on or after June 1, 2000, FedEx Corporate

Services, Inc.) other than an Officer or Managing Director the terms of whose

employment are governed by the collective bargaining agreement between the

Company and the Fedex Pilots Association effective May 31, 1999 ("Agreement") or

any successor agreement thereto, who



          (i)     serves as an Officer after the Effective Date or, after June

                  1, 1996, as a Managing Director,



          (ii)    has served as an Officer and/or Managing Director for a

                  combined period of five consecutive years, including service

                  prior to the Effective Date, and



          (iii)   is an active participant in the Federal Express Corporation

                  Employees' Pension Plan, as it currently exists and as it may

                  be amended from time to time (the "Qualified Pension Plan"),



                                        2

{Page}



shall be eligible for the benefit described in subsection (a) of Section 3

below. In addition, an Officer described above shall be eligible for the benefit

described in subsection (b) of Section 3 below. For the purpose of this Plan,

the term "Officer" shall mean an officer of a participating employer elected to

the position of vice-president or above, as evidenced in the minutes of each

respective participating employer's board of directors. The term "Managing

Director" shall, for the purpose of this Plan, mean an employee of the Company

or another participating employer who has been appointed to the position of

managing director, as evidenced in the affected participating employer's

personnel information system, and shall also mean an employee having the title

of "Staff Director" or "Director". In determining whether an Officer or Managing

Director has served in such capacity for a combined period of five consecutive

years, such Officer's or Managing Director's service with any of the following

entities shall be taken into account: Federal Express Corporation, FedEx

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC