FORM OF EXCHANGE AGENT AGREEMENT



The Bank of New York

Reorganization Unit

101 Barclay Street - 7E

New York, New York 10286

Attention: Santino Ginocchietti



Ladies and Gentlemen:



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

an offer (the "Exchange Offer") to exchange up to $250,000,000 principal amount

of its 6 5/8% notes due 2004, $250,000,000 principal amount of its 6 7/8% notes

due 2006 and $250,000,000 principal amount of its 7 1/4% notes due 2011 (the

"New Notes") for a like principal amount of its respective outstanding 6 5/8%

notes due 2004, 6 7/8% notes due 2006 and 7 1/4% notes due 2011 (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 accompanying Letter of Transmittal.



     The Company hereby appoints The Bank of New York to act as exchange agent

(the "Exchange Agent") in connection with the Exchange Offer. References

hereinafter to "you" shall refer to The Bank of New York.



     The Exchange Offer is expected to be commenced by the Company on or about ,

2001. The Letter of Transmittal accompanying the Prospectus (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 ,

2001, 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.



     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 nonacceptance 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 accompanying the Prospectus or as







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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.



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

Depository Trust Company ("DTC") for purposes of the Exchange Offer within two

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 Letter of Transmittal must be

complied with.

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