Exhibit 10.2


 


Amendment


to


FedEx Corporation


Incentive
Stock Plan


and


1997, 1999
and 2002 Stock Incentive Plans


 


Incentive Stock Plan


 


Effective with respect to stock options
granted on or after June 1, 2006, Section 9(c)(4)(i) of
the FedEx Corporation Incentive Stock Plan, as amended, is hereby amended so
that, as amended, it reads in its entirety as follows:


 


“(i)  Retirement.    Unless otherwise determined by the Committee, if a Participant’s
employment or directorship terminates by reason of his or her retirement, the
Participant’s Stock Option will cease vesting but, solely to the extent
exercisable at the time of the Participant’s retirement, may thereafter be
exercised until the expiration of the stated period of the Stock Option; provided,
however, that if the Participant dies after such termination of
employment or directorship, any unexercised Stock Option, to the extent to
which it was exercisable at the time of the Participant’s death, may thereafter
be exercised by the legal representative of the estate or by the legatee of the
Stock Option under the last will for a period of twelve months from the date of
the Participant’s death or until the expiration of the stated period of the
Stock Option, whichever period is the shorter.”


 


1997 and 2002 Stock Incentive Plans


 


Effective with respect to stock options
granted on or after June 1, 2006, the first paragraph of paragraph 6(d) of
the FedEx Corporation 1997 Stock Incentive Plan, as amended, and the FedEx
Corporation 2002 Stock Incentive Plan, as amended, is hereby amended so that,
as amended, it reads in its entirety as follows:


 


“(d) Rights After
Termination of Employment. 
Unless otherwise determined by the Committee, if an optionee’s
employment by the Corporation or a subsidiary or a director’s directorship
terminates by reason of such person’s retirement, the optionee’s option will
cease vesting but, solely to the extent exercisable at the time of retirement,
may thereafter be exercised until the expiration of the stated period of the
option; provided, however, that if the optionee dies after
such termination of employment or directorship, any unexercised option, to the
extent to which it was exercisable at the time of the optionee’s death, may
thereafter be exercised by the legal representative of the estate or by the
legatee of the option under the last will for a period of twelve months from
the date of the optionee’s death or until the expiration of the stated period
of the option, whichever period is the shorter.”


 

















 


1999 Stock Incentive Plan


 


Effective with respect to stock options granted on or after June 1,
2006, the first paragraph of paragraph 6(d) of the FedEx
Corporation 1999 Stock Incentive Plan, as amended, is hereby amended so that,
as amended, it reads in its entirety as follows:


 


“(d) Rights
After Termination of Employment.  Unless otherwise determined by the Committee,
if an optionee’s employment by the Corporation or a subsidiary terminates by
reason of such person’s retirement, the optionee’s option will cease vesting
but, solely to the extent exercisable at the time of retirement, may thereafter
be exercised until the expiration of the stated period of the option; provided, however,
that if the optionee dies after such termination of employment, any unexercised
option, to the extent to which it was exercisable at the time of the optionee’s
death, may thereafter be exercised by the legal representative of the estate or
by the legatee of the option under the last will for a period of twelve months
from the date of the optionee’s death or until the expiration of the stated
period of the option, whichever period is the shorter.”


 


Approved by the Compensation
Committee on January 8, 2006


 


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