Filed by Bowne Pure Compliance





Exhibit 10.35




FEDEX CORPORATION




RETIREMENT PARITY PENSION PLAN




Effective Date




June 1, 1993




As Amended and Restated




Effective June 1, 2008





 


 









 







Section 1. Purpose and Description. Federal Express Corporation, a Delaware
corporation (the “Company”), established, effective June 1, 1993 (the “Effective Date”), the
Federal Express Corporation Retirement Parity Pension Plan (the “Plan”). The Plan was amended,
effective June 1, 1994, to increase the benefit provided from 80% to 100% of the difference of the
“Unreduced Benefit” less the “Maximum Benefit,” as both terms are defined below. The Plan was
amended and restated, effective June 1, 1996 to provide for the inclusion of Managing Directors, in
addition to Officers, under the terms of the Plan. The Plan was restated, effective February 1,
1998 to provide for the inclusion of Managing Directors and Officers of FedEx Corporation (formerly
FDX Corporation) and, effective December 1, 1998, Managing Directors and Officers of FedEx Global
Logistics, Inc. (formerly FDX Global Logistics, Inc.), under the terms of the Plan. The Plan was
restated, effective June 1, 1999, to conform the Plan to previous amendments and to provide that,
upon retirement, an eligible Officer or Managing Director may elect certain lump-sum and
installment distributions in lieu of receiving benefits in the same manner as such benefits would
be paid from the Qualified Pension Plan. The Plan provisions, as in effect immediately prior to
June 1, 1999, remained in effect for anyone who was not actively employed by the Company, FedEx
Corporation, or FedEx Global Logistics, Inc. as an Officer or Managing Director on or after that
date, unless the Plan specifically provides otherwise.



Effective May 31, 2003, the FedEx Ground Package System, Inc. and Certain Affiliates
401(a)(17) Benefit Plan and the FedEx Ground Package System, Inc. and Certain Affiliates Excess
Plan were merged with and into the Plan and name of the Plan was changed to the FedEx Corporation
Retirement Parity Pension Plan. The provisions of the merged plan applicable to the employees
participating in the FedEx Ground Package System, Inc. and Certain Affiliates 401(a)(17) Benefit
Plan continue to be set forth in Appendix A and the FedEx Ground Package System, Inc. and Certain
Affiliates Excess Plan continue to be set forth in Appendix B. The provisions of Appendix A and
Appendix B are applicable to the employees of FedEx Ground Package System, Inc., FedEx Custom
Critical, Inc., FedEx Supply Chain Services, Inc., AutoQuik, Inc. and Urgent Freight, Inc.



Effective June 1, 2003, the Plan was amended 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.



The Plan is hereby restated, effective June 1, 2008, to conform the Plan to the terms of the
Qualified Pension Plan and to provide for benefit accruals and benefit payments beginning June 1,
2008.



The Plan is intended to be an “employee benefit pension plan,” as defined in § 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 §§ 201, 301 and 401 of ERISA and the
Department of Labor regulations promulgated under ERISA and is intended to comply with Internal
Revenue Code § 409A. The benefits provided by the Plan are not funded, but shall
be payable when due out of the assets of the Company as general, unsecured obligations of the
Company.


 


 









 





Unless otherwise provided herein, defined terms used in this Plan shall have the same meaning
attributed to such terms in the Qualified Pension Plan and the Federal Express Corporation
Nonqualified Disability Plan for Officers (the “Officers Nonqualified Disability Plan”), as
applicable.



Section 2. Eligibility. Prior to June 1, 2008, 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 FedEx Trade Networks Transport & Brokerage, Inc. (formerly, Tower Group
International, Inc.); on or after May 1, 2000, World Tariff, Limited; on or after June 1, 2000,
FedEx Corporate Services, Inc.; on or after March 1, 2001, FedEx Freight Corporation; on or after
April 11, 2001, FedEx Trade Networks Trade Services, Inc.; on or after May 31, 2003, FedEx Ground
Package System, Inc., FedEx Custom Critical, Inc., FedEx Supply Chain Services, Inc., AutoQuik,
Inc. and Urgent Freight, Inc.; on or after June 1, 2001, Federal Express Virgin Islands, Inc.; on
or after September 12, 2004, FedEx SmartPost, Inc.; on or after June 1, 2006, FedEx Customer
Information Services, Inc.; and on or after November 15, 2006, FedEx Truckload Brokerage, 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 serves as an Officer after the
Effective Date or, after June 1, 1996, as a Managing Director, 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 is an active participant in the FedEx Corporation Employees’ Pension Plan, as
it currently exists and as it may be amended from time to time (the “Qualified Pension Plan”),
shall be eligible for the benefit described in subsection (c) of Section 3 below, subject to
subsection (a) of Section 3. In addition, an Officer described above shall be eligible for the
benefit described in subsection (d) of Section 3 below, subject to subsection (b) of Section 3.



The foregoing to the contrary notwithstanding, an employee of FedEx Custom Critical, Inc.,
AutoQuik, Inc., UrgentFreight, Inc., FedEx Truckload Brokerage, Inc. or FedEx Supply Chain
Services, Inc. who is an Officer of either company prior to June 1, 2008 shall be eligible to
participate in the Plan as provided in Section 1.12 of Appendix A to the Plan and Section 1.12 of
Appendix B to the Plan. No employee of FedEx Custom Critical, Inc., AutoQuik, Inc., UrgentFreight,
Inc., FedEx Truckload Brokerage, Inc. or FedEx Supply Chain Services, Inc. who was or is a Managing
Director shall be eligible to participate in this Plan prior to June 1, 2008, unless (i) s/he was
an Officer of one of these companies prior to June 1, 2008, or (ii) s/he was an Officer or Managing
Director of another participating employer and has a combined period of five consecutive years as
an Officer or Managing Director with all Controlled Group Members prior to June 1, 2008.



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
Controlled Group Member (as that term is defined in the Qualified Pension Plan) shall be taken into
account.



Any Eligible Employee of a Sponsoring Employer who, as of June 1, 2008 or later, serves as an
Officer or a Managing Director shall be eligible for the benefit described in Section 4 below as of
the later of (i) the date on which such individual is employed as an Officer or Managing Director,
(ii) the date on which such individual becomes a participant in the Qualified Pension Plan, as it
currently exists and as it may be amended from time to time, or (iii) June 1, 2008. An Officer of
Managing Director who becomes a participant in this Plan on or after June 1, 2008 shall be vested
in his benefit upon the completion of three (3) consecutive years as an Officer or Managing
Director. An Officer or Managing Director (i) whose Separation From Service occurs prior to the
completion of three (3) consecutive years as an Officer or Managing Director, or (ii) who ceases to
be an Officer or Managing Director prior to the completion of three (3) consecutive years as an
Officer or Managing Director shall not be eligible to receive a benefit under this Plan. A
participant who was vested prior to June 1, 2008 will continue to be vested in the Plan benefit
thereafter.



Section 3. Benefit Amount and Limitations; Traditional Pension Benefit.



(a) No benefits shall be accrued under the Traditional Pension Benefit formula and this
Section 3 after May 31, 2008. Benefits which have been accrued under this Section by an eligible
Officer or Managing Director through May 31, 2008 shall be payable as described in Section 5,
Section 6 or Section 7 of the Plan.



Portable Pension Account benefits accrued by an eligible Officer or Managing Director on or
after June 1, 2003 shall be as described in Section 4, below.



(b) The Traditional Pension Benefit formula for an eligible Officer or Managing Director of
FedEx Ground Package System, Inc. or FedEx SmartPost, Inc. or an eligible Officer of FedEx Custom
Critical, Inc., AutoQuik, Inc., UrgentFreight, Inc. FedEx Truckload Brokerage, Inc. or FedEx Supply
Chain Services, Inc. shall be as described in Appendix A and Appendix B to the Plan. No benefits
shall be accrued under Appendix A and Appendix B to this Plan after May 31, 2008. Benefits which
have been accrued under either Appendix by an eligible Officer or Managing Director through May 31,
2008 shall be payable as described in Section 5, Section 6 or Section 7 of the Plan.



Portable Pension Account benefits accrued by an eligible Officer or Managing Director on or
after June 1, 2003 shall be as described in Section 4, below.


 


 









 





(c) 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 (as that term is defined in
Section 1.12 of Appendix E to the Qualified Pension Plan or Section 1.12 of Appendix G to the
Qualified Pension Plan) provisions 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”) § 415 (limitations on benefits) or § 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 be calculated without regard to the limits imposed by Internal Revenue Code (the “Code”) §
415 (limitations on benefits) and § 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 § 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), (iii) retire on or after
June 1, 1999, and (iv) were participants in this Plan prior to June 1, 2008, the number of whole
calendar years over which the arithmetic average is determined shall be three (3) years instead of
five (5) years.



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.



(d) In addition to the benefit described in subsection (3)(c) 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 be credited at
the same rate under this subsection as if the Officer receiving benefits under the Officers
Nonqualified Disability Plan had been actively at work and receiving credit for Hours of Service
under the Qualified Pension Plan. Notwithstanding the above, an Officer shall not receive credit
under this subsection for the same Plan Year for which such Officer receives credit for a Year of
Service under the Qualified Pension Plan.



(e) The foregoing to the contrary notwithstanding, the benefit payable from this Plan to an
employee who was an Officer or Managing Director as of April 27, 2000 and the terms of whose
employment are governed by the Agreement (or any successor agreement thereto) and who, as of May
31, 1999, had an accrued benefit under this Plan, shall be reduced by the total amount of pension
benefits payable to such Officer or Managing Director under the Federal Express Corporation Pilots’
Money Purchase Pension Plan, the Federal Express Corporation Non-Qualified Section 415 Excess
Pension Plan for Pilots and the Federal Express Corporation Non-Qualified Pension Plan for Pilots,
pursuant to the terms of the Agreement (or any successor agreement thereto).



(f) Except as specifically provided herein, this Plan is not intended to provide any increased
benefit which could otherwise be provided under the Qualified Pension Plan. An Officer’s or
Managing Director’s benefit under this Plan shall be decreased to the extent that such Officer’s or
Managing Director’s benefit under the Qualified Pension Plan is so increased.



Section 4. Benefit Amount and Limitations: Parity Portable Pension Account
Benefit.



(a) An Officer or Managing Director who meets the eligibility requirements of Section 2 above
and who has an accrued benefit under the Portable Pension Account (as that term is defined in
Section 1.06 of Appendix E to the Qualified Pension Plan or Section 1.06 of Appendix G to the
Qualified Pension Plan) provisions 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 his/her Parity Portable Pension
Account.


 


 









 





The Parity Portable Pension Account shall be established for each eligible participant as of the
participant’s entry date into this Plan, and shall be credited with Parity Compensation Credits,
Parity Transition Credits (if eligible), Additional Compensation Credits and Parity Interest
Credits for each Plan Year following the establishment of the Parity Portable Pension Account, and
with a 415 Limit Credit (if applicable) as of the participant’s date of retirement where:




	 	(i)	 	Parity Compensation Credit for any Plan Year shall equal (A) minus (B)
as follows:






	 	(A)	 	is the Compensation Credit for such Plan Year as calculated
under the Qualified Pension Plan but without regard to the limit imposed by
Code §401(a)(17) (annual compensation limit) and subject to the provisions in
subsections (1) and (2):






	 	(1)	 	for Officers and Managing Directors who become
participants in this Plan on or before June 1, 2008 (except Managing
Directors of FedEx Custom Critical, Inc., FedEx Truckload Brokerage, Inc,
and FedEx Supply Chain Services, Inc. who become participants in the Plan
as of June 1, 2008) with retroactive credits as if the Officer or Managing
Director had been a participant in this Plan as of the date he participated
in the Qualified Pension Plan.
	 
	 	(2)	 	for all Managing Directors of FedEx Custom Critical,
Inc., FedEx Truckload Brokerage, Inc, and FedEx Supply Chain Services, Inc.
who become participants in the Plan as of June 1, 2008 and all other
Managing Directors and Officers who become participants of this Plan after
June 1, 2008, only for Plan Years ending after the later of (i) June 1,
2008 and (ii) the date such employee becomes an Officer or Managing
Director.






	 	(B)	 	is the Compensation Credit accrued under the Qualified Pension
Plan for such Plan Year.






	 	(ii)	 	Parity Transition Credit for any Plan Year beginning on or after June
1, 2008 shall equal (A) minus (B) as follows:






	 	(A)	 	is the Transition Credit for such Plan Year as calculated under
the Qualified Pension Plan but without regard to the limit imposed by Code
Section 401(a)(17) (annual compensation limit)
	 
	 	(B)	 	is the Transition Credit accrued under the Qualified Pension
Plan for such Plan Year.






	 	(iii)	 	Additional Compensation Credit for any Plan Year beginning on or after
June 1, 2008 shall equal 3.5% of the excess of (A) over (B), where






	 	(A)	 	is such Officer’s or Managing Director’s Compensation, but
without regard to the limitations under § 401(a)(17), and
	 
	 	(B)	 	is the limit set forth under § 401(a)(17) of the Internal
Revenue Code (annual compensation limit).






	 	 	 	Additional Compensation Credits shall not be accrued for any Plan Years before June
1, 2008.




 


 









 





	 	(iv)	 	Parity Interest Credit shall mean an amount credited to the Parity
Portable Pension Account in the same manner and using the same Interest Credit Factor
as in the Qualified Pension Plan.
	 
	 	(v)	 	415 Limit Credit shall mean, for a participant whose total Qualified
Pension Plan Benefit has been limited by §415 of the Internal Revenue Code, a cash
balance value equal to the value of the shortfall in the Qualified Pension Plan, except to
the extent already provided in Section 3, above.





(b) In addition to the benefit described in subsection (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 Portable Pension Account provisions of the Qualified Pension
Plan shall also be paid from this Plan, the difference between such Officer’s benefit under the
Portable Pension Account provisions of the Qualified Pension Plan and the amount such Officer’s
Qualified Pension Plan benefit would have been had such Officer received credit for a Year of
Service under the Portable Pension Account 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 be credited at the same
rate under this subsection as if the Officer receiving benefits under the Officers Nonqualified
Disability Plan had been actively at work and receiving credit for Hours of Service under the
Qualified Pension Plan. Notwithstanding the above, an Officer shall not receive credit under this
subsection for the same Plan Year for which such Officer receives credit for a Year of Service
under the Qualified Pension Plan.



(c) The foregoing to the contrary notwithstanding, no individual shall be entitled to receive
a Parity Compensation Credit, Parity Transition Credit or Additional Compensation Credit under this
Plan for a Plan Year unless (i) s/he is an eligible Officer or Managing Director as of the last day
of the Plan Year for which such credits would be accrued, or (ii) s/he incurs a Separation From
Service as a Managing Director or Officer after having been credited with at least 1,000 Hours of
Service in the Plan Year.



(d) The foregoing to the contrary notwithstanding, the benefit payable from this Plan to an
employee who was an Officer or Managing Director as of April 27, 2000 and the terms of whose
employment are governed by the Agreement (or any successor agreement thereto) and who, as of May
31, 1999, had an accrued benefit under this Plan, shall be reduced by the total amount of pension
benefits payable to such Officer or Managing Director under the Federal Express Corporation Pilots’
Money Purchase Pension Plan, the Federal Express Corporation Non-Qualified Section 415 Excess
Pension Plan for Pilots and the Federal Express Corporation Non-Qualified Pension Plan for Pilots,
pursuant to the terms of the Agreement (or any successor agreement thereto).


 


 









 





(e) Except as specifically provided herein, this Plan is not intended to provide any increased
benefit which could otherwise be provided under the Qualified Pension Plan. An
Officer’s or Managing Director’s benefit under this Plan shall be decreased to the extent that such
Officer’s or Managing Director’s benefit under the Qualified Pension Plan is so increased.



Section 5. Payment of Benefits: Benefits Accrued Prior to January 1, 2005, but Commencing
Prior to January 1, 2009.



(a) Unless an eligible Officer or Managing Director makes an election in the manner and within
the time period specified in subsection (b) below, benefits under this Plan shall be paid in the
same manner and at the same time as benefit payments under the Qualified Pension Plan and shall be
subject to the same restrictions and limitations as provided therein, without regard to Code §§ 415
and 401(a)(17). The foregoing to the contrary notwithstanding, Officers of FedEx Custom Critical,
Inc., AutoQuik, Inc. UrgentFreight, Inc., FedEx Truckload Brokerage, Inc. and FedEx Supply Chain
Services, Inc.) are not eligible to make a lump sum election.



An eligible Officer or Managing Director shall, no later than twelve (12) months prior to the date
on which benefits commence under the Qualified Pension Plan, elect one of the following options
under which benefits shall be payable under this Plan. An eligible Officer or Managing Director
may elect to receive his or her benefit:




	 	(i)	 	in a single lump sum, payable on the date on which benefit payments commence
under the Qualified Pension Plan;
	 
	 	(ii)	 	in a single lump sum, payable twelve (12) months following the date on which
benefit payments commence under the Qualified Pension Plan;
	 
	 	(iii)	 	in a single lump sum payable twenty-four (24) months following the date on
which benefit payments commence under the Qualified Pension Plan;
	 
	 	(iv)	 	in two equal installments (each being equal to one-half of the lump sum amount
described in clause (i) above), the first installment payable on the date on which
benefit payments commence under the Qualified Pension Plan, and the second installment
payable twelve (12) months following the date on which benefit payments commence under
the Qualified Pension Plan; or
	 
	 	(v)	 	in two equal installments (each being equal to one-half of the lump sum amount
described in clause (ii) above), the first installment payable twelve (12) months
following the date on which benefit payments commence under the Qualified Pension Plan,
and the second installment payable twenty-four (24) months following the date on which
benefit payments commence under the Qualified Pension Plan.





(b) In the event that any eligible Officer or Managing Director elects to receive a lump sum
or installment benefit under subsection (a) above, the amount of each such distribution shall be
calculated as of the Annuity Starting Date. The amount of the lump sum distribution payable under
this Section 5(b) shall be calculated based upon the benefit payable as of the Annuity Starting
Date by using an interest rate equal to the annual interest rate on thirty (30) year Treasury
Constant Maturities as published in Federal Reserve releases G.13 and H.15 in effect for the second
(2nd) month before the month in which the beginning of the Plan Year in which the calculation is
performed (which shall be the stability period for purposes of the Plan) and the mortality table
set forth in Revenue Ruling 2001-62, based on a blend of fifty percent (50%) of the male and female
mortality rates set forth in the 1994 Group Annuity Reserving Table (“94 GAR”).


 


 









 





(c) An eligible Officer or Managing Director may revoke the election made in this section and
elect another manner in which his or her benefit from this Plan shall be payable, but only if such
revocation and subsequent election occur no later than twelve (12) months prior to the date on
which benefits commence under the Qualified Pension Plan with respect to such Officer or Managing
Director.



(d) If the value of the annuity benefit payable to an Officer or Managing Director is less
than $100 per month, the benefit payable to such Officer or Managing Director may be paid as a lump
sum.



Section 6. Payment of Benefits: Benefits Accrued After December 31, 2004, but
Commencing Prior to January 1, 2009.



The Traditional Pension Benefit provided under this Plan which is accrued by an eligible
Officer or Managing Director after December 31, 2004 shall be paid as a single lump sum no earlier
than the later of (i) six (6) months following the eligible Officer’s or Managing Director’s
Separation From Service, or (ii) his or her attainment of age 55. The amount of the lump sum
distribution shall be calculated as of the later of the Officer’s or Managing Director’s attainment
of age 55 or Separation From Service. The amount of the lump sum distribution payable under this
Section 6 shall be calculated based upon the benefit payable as of the later of the Officer’s or
Managing Director’s Separation From Service or attainment of age 55 by using an interest rate equal
to the annual interest rate on thirty (30) year Treasury Constant Maturities as published in
Federal Reserve releases G.13 and H.15 in effect for the second (2nd) month before the month in
which the beginning of the Plan Year in which the calculation is performed (which shall be the
stability period for purposes of the Plan) and the mortality table set forth in Revenue Ruling
2001-62, based on a blend of fifty percent (50%) of the male and female mortality rates set forth
in the 1994 Group Annuity Reserving Table (“94 GAR”).



The Portable Pension Account Benefit provided under this Plan which is accrued by an eligible
Officer or Managing Director after December 31, 2004 shall be calculated as of the date of the
Officer’s or Managing Director’s Separation From Service and paid as a single lump sum no earlier
than six (6) months following the eligible Officer’s or Managing Director’s Separation From
Service.



“Separation From Service” means a termination of substantial services for the Company. For
purposes of applying the provisions of Code Section 409A, a reference to the Company shall also be
deemed a reference to any affiliate thereof within the contemplation of Code Sections 414(b) and
414(c). A substantial employment relationship shall be considered to exist for so long as an
individual is on an authorized leave of absence of up to six (6) months or, if longer, for so long
as the individual retains a right to re-employment by law or contract. An individual who is on an
authorized leave of absence shall not in any event be deemed to have a Separation From Service for
so long as the Company has a reasonable expectation that the individual will again perform
substantial services for the Company in any capacity, whether or not as an employee of the Company.
An individual will not be treated as having incurred a Separation From Service where the
individual’s level of future services for the Company is reasonably
anticipated by the Company to exceed 20% of the average level of bona fide Company services
provided by that individual in any capacity for the prior 36 month period, or the prior period of
services if less, but will be treated as having incurred a Separation From Service at any time when
such reasonably anticipated level of future services is equal to or less than such 20% average
level of prior services.


 


 









 






Section 7. Payment of Benefits Commencing On or After January 1, 2009.



(a) The Traditional Pension Benefit provided under this Plan which is accrued by an eligible
Officer or Managing Director shall be paid as a single lump sum no earlier than the later of (i)
six (6) months following the later of the eligible Officer’s or Managing Director’s Separation From
Service, (ii) his or her attainment of age 55, or (iii) as of January 1, 2009, with respect to
Officers and Managing Directors who have incurred a Separation From Service but who had not
commenced benefits prior to January 1, 2009.



The amount of the lump sum distribution payable under this Section 7(a) shall be calculated
based upon the benefit payable as of the later of the Officer’s or Managing Director’s Separation
From Service or attainment of age 55 by using an interest rate equal to the annual interest rate on
thirty (30) year Treasury Constant Maturities as published in Federal Reserve releases G.13 and
H.15 in effect for the second (2nd) month before the month in which the beginning of the Plan Year
in which the calculation is performed (which shall be the stability period for purposes of the
Plan) and the mortality table set forth in Revenue Ruling 2001-62, based on a blend of fifty
percent (50%) of the male and female mortality rates set forth in the 1994 Group Annuity Reserving
Table (“94 GAR”).



(b) The Portable Pension Account Benefit provided under this Plan which is accrued by an
eligible Officer or Managing Director shall be calculated as of the date of the Officer’s or
Managing Director’s Separation From Service and paid as a single lump sum no earlier than (i) six
(6) months following the eligible Officer’s or Managing Director’s Separation From Service, or (ii)
as of January 1, 2009, with respect to Officers and Managing Directors who have incurred a
Separation From Service but who had not commenced benefits prior to January 1, 2009.



Section 8. Plan Administration. The Plan shall be administered by the
Retirement Plans Department of FedEx Corporation (the “Administrator”). The Administrator shall
have the responsibility to receive, evaluate and process all claims for benefits and shall cause
payment of benefits to be made under the Plan in accordance with its terms. In connection with its
duties, the Administrator shall have the authority to interpret the Plan’s provisions and to
determine eligibility for Plan benefits. The Administrator shall have the authority to adopt such
rules and procedures which it deems necessary for the administration of the Plan and recommend any
modifications, changes or amendments to the Plan.



Section 9. The Committee. The Committee, as defined in the Qualified Pension
Plan, shall have the authority to perform the administrative duties under the Plan, other than the
duties of the Administrator. In connection with its duties, the Committee shall have the authority
to interpret the Plan’s provisions and to determine eligibility for Plan benefits. The Committee
is the named fiduciary of the Plan and shall adopt such rules and procedures that in its opinion
are either necessary or desirable to implement and administer the Plan.


 


 









 





Section 10. Claims Procedures. The claims procedures for the Plan shall be
the same as such procedures in the Qualified Pension Plan.



Section 11. Legal Expenses. An Officer or Managing Director shall be
entitled to reimbursement from the Company for reasonable legal expenses incurred in successfully
enforcing his or her right to benefits under the Plan. This right to reimbursement shall only be
available if such Officer or Managing Director has applied for benefits in substantial compliance
with the Administrator’s procedures, been denied benefits by the Administrator, timely requested a
review of that denial as provided in Section 7 above and had the Administrator’s denial upheld.



Section 12. Non-Assignability of Benefits. Benefits under this Plan shall
not be assignable or transferable in any manner, nor shall they be subject to garnishment,
attachment or other legal process, except as provided by ERISA and other applicable federal law.



Section 13. Effect. Neither the establishment of the Plan nor any
modification thereto, nor the creation of any account on the books of any participating employer
hereunder, nor the payment of any benefit from the Plan shall be construed as giving an Officer,
Managing Director or any other person any legal or equitable right against a participating
employer, its directors, officers, employees or agents, except that the provisions of this Section
10 shall neither impair nor extinguish any rights of any participating Officer or Managing Director
with respect to any claim for benefits payable under this Plan.



Section 14. No Guarantee of Employment. Nothing contained in this Plan shall
be construed as a contract of employment between a participating employer and any Officer or
Managing Director or as a promise that any Officer or Managing Director shall continue in his or
her present or comparable position or as a limit on the participating employer’s right to discharge
such Officer or Managing Director.



Section 15. Amendment or Termination. The Company may amend or terminate the
Plan at any time. An amendment shall become effective: (i) upon its execution in writing by duly
authorized Officers of the participating employers, (ii) upon action of the Company’s Board of
Directors or the Board of Directors of FedEx Corporation, or any committee thereof, or (iii) upon
action of the Committee, as reflected in the Committee’s minutes or in the minutes of the Board of
Directors of the Company or of FedEx Corporation or any committee thereof. The Plan’s termination
shall become effective: (i) upon action of the Company’s Board of Directors or the Board of
Directors of FedEx Corporation, or any committee thereof, or (ii) upon action of the Committee, as
reflected in the Committee’s minutes or in the minutes of the Board of Directors of the Company or
of FedEx Corporation or any committee thereof. However, no amendment or termination shall
eliminate or reduce any benefits accrued under the Plan at the time of such amendment or
termination.



Section 16. Agent for Service of Process. The Company is hereby designated
as agent for service of process for all purposes provided herein.



Section 17. Governing Law. Except to the extent preempted by federal law,
the provisions of this Plan shall be administered, construed and enforced in accordance with the
laws of the State of Tennessee.



Section 18. Execution. This document may be executed in any number of
counterparts and each fully executed counterpart shall be deemed an original.


 


 









 







IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDERAL EXPRESS CORPORATION

 	 
	 	BY:  	/s/ Kelly R. Gray
 	 
	 	 	Kelly R. Gray 	 
	 	 	Vice President, Global Compensation and Benefits 	 
	 



 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX CORPORATION

 	 
	 	BY:  	/s/ Judith H. Edge
 	 
	 	 	Judith H. Edge 	 
	 	 	Corporate Vice President, Human Resources 	 
	 



 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX CORPORATE SERVICES, INC.

 	 
	 	BY:  	/s/ Donna Humphreys
 	 
	 	 	Donna Humphreys 	 
	 	 	Staff Vice President, Human Resources 	 
	 



 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX CUSTOMER INFORMATION SERVICES, INC.

 	 
	 	BY:  	/s/ Donna Humphreys
 	 
	 	 	Donna Humphreys 	 
	 	 	Staff Vice President, Human Resources 	 
	 



 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX TRADE NETWORKS, INC.

 	 
	 	BY:  	/s/ Penelope Register Shaw
 	 
	 	 	Penelope Register Shaw 	 
	 	 	Vice President and General Counsel 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX TRADE NETWORKS TRADE SERVICES, INC.

 	 
	 	BY:  	/s/ Penelope Register Shaw
 	 
	 	 	Penelope Register Shaw 	 
	 	 	Vice President and General Counsel 	 
	 



 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX TRADE NETWORKS TRANSPORT & BROKERAGE, INC.

 	 
	 	BY:  	/s/ Penelope Register Shaw
 	 
	 	 	Penelope Register Shaw 	 
	 	 	Vice President and General Counsel 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	WORLD TARIFF, LTD.

 	 
	 	BY:  	/s/ Penelope Register Shaw
 	 
	 	 	Penelope Register Shaw 	 
	 	 	Vice President and General Counsel 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX FREIGHT CORPORATION

 	 
	 	BY:  	/s/ Lori Henry
 	 
	 	 	Lori Henry 	 
	 	 	Vice President, Human Resources 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX GROUND PACKAGE SYSTEM, INC.

 	 
	 	BY:  	/s/ Shannon A. Brown
 	 
	 	 	Shannon A. Brown 	 
	 	 	Senior Vice President, Human Resources 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX SMARTPOST, INC.

 	 
	 	BY:  	/s/ Shannon A. Brown
 	 
	 	 	Shannon A. Brown 	 
	 	 	Senior Vice President, Human Resources 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX SUPPLY CHAIN SERVICES, INC.

 	 
	 	BY:  	/s/ Fred Lukachinsky
 	 
	 	 	Fred Lukachinsky 	 
	 	 	Vice President, Finance and Administration 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX CUSTOM CRITICAL, INC.

 	 
	 	BY:  	/s/ Kimble H. Scott
 	 
	 	 	Kimble H. Scott 	 
	 	 	Vice President and General Counsel 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDEX TRUCKLOAD BROKERAGE, INC.

 	 
	 	BY:  	/s/ Kimble H. Scott
 	 
	 	 	Kimble H. Scott 	 
	 	 	Vice President 	 



 


 









 





	 	 	 	 	 




IN WITNESS WHEREOF, the undersigned duly authorized Officers of the participating employers
have caused this Plan amendment and restatement to be adopted effective as of June 1, 2008, by
affixing their signatures hereto.



	 	 	 	 	 
	 	FEDERAL EXPRESS VIRGIN ISLANDS, INC.

 	 
	 	BY:  	/s/ Charles Kennedy
 	 
	 	 	Charles Kennedy 	 
	 	 	Vice President – Legal

Latin America and Caribbean