EXHIBIT 4.1


                                    INDENTURE


                      ------------------------------------


                          Dated as of February 12, 2001

                                      among


                          FEDEX CORPORATION, as Issuer,

                           THE GUARANTORS NAMED HEREIN

                                       and

                        THE BANK OF NEW YORK, as Trustee

                      ------------------------------------




                       $250,000,000 6 5/8% Notes due 2004
                       $250,000,000 6 7/8% Notes due 2006
                       $250,000,000 7 1/4% Notes due 2011





<PAGE>



                         RECONCILIATION AND TIE BETWEEN
                           TRUST INDENTURE ACT OF 1939
                    (THE "TRUST INDENTURE ACT") AND INDENTURE



Trust Indenture Act Section                                    Indenture Section

ss.310 (a)(1)..................................................      6.09
       (a)(2)..................................................      6.09
       (b).....................................................      6.10
ss.311 (b)(4)..................................................      6.13
       (b)(6)..................................................      6.13
ss.312 (a).....................................................      7.01
       (b).....................................................      7.02
       (c).....................................................      7.02
ss.313 (a).....................................................      7.03
       (b)(2)..................................................      7.03
       (c).....................................................      7.03
       (d).....................................................      7.03
ss.314 (a).....................................................      7.04
       (c)(1)..................................................      1.02
       (c)(2)..................................................      1.02
       (e).....................................................      1.02
       (f).....................................................      1.02
ss.316 (a) (last sentence).....................................      1.01
       (a)(1)(A)...............................................  5.02 and 5.12
       (a)(1)(B)...............................................      5.13
       (b).....................................................      5.08
ss.317 (a)(1)..................................................      5.03
       (a)(2)..................................................      5.04
       (b).....................................................      10.03
ss.318 (a).....................................................      1.07
-------------------

This reconciliation and tie shall not, for any purpose, be deemed to be a part
of the Indenture.

NOTE: Section 318(c) of the Trust Indenture Act provides that the provisions of
      Sections 310-317 are a part of and govern every qualified indenture,
      whether or not physically contained therein.




<PAGE>




                               TABLE OF CONTENTS*


                             ----------------------


                                                                            PAGE



                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION



SECTION 1.01.  Definitions.....................................................2

SECTION 1.02.  Compliance Certificates and Opinions...........................10

SECTION 1.03.  Form of Documents Delivered to Trustee.........................11

SECTION 1.04.  Acts of Holders................................................11

SECTION 1.05.  Notices, Etc. to Trustee, Company and Guarantors...............13

SECTION 1.06.  Notice to Holders; Waiver......................................13

SECTION 1.07.  Conflict with Trust Indenture Act..............................14

SECTION 1.08.  Effect of Headings and Table of Contents.......................14

SECTION 1.09.  Successors and Assigns.........................................14

SECTION 1.10.  Separability Clause............................................14

SECTION 1.11.  Benefits of Indenture..........................................14

SECTION 1.12.  Governing Law..................................................14

SECTION 1.13.  Legal Holidays.................................................14

SECTION 1.14.  Language of Notices............................................14

SECTION 1.15.  Counterparts...................................................15



                                    ARTICLE 2
                                   NOTE FORMS



SECTION 2.01.  Forms Generally................................................15

SECTION 2.02.  Form of Trustee's Certificate of Authentication................15

SECTION 2.03.  Global Notes...................................................16




<PAGE>


                                                                            PAGE

                                    ARTICLE 3
                                    THE NOTES



SECTION 3.01.  Issue Amount; Issuable in Series...............................21

SECTION 3.02.  Denominations..................................................21

SECTION 3.03.  Execution, Authentication, Delivery and Dating.................21

SECTION 3.04.  Temporary Notes................................................23

SECTION 3.05.  Registration, Transfer and Exchange............................24

SECTION 3.06.  Special Transfer Provisions....................................26

SECTION 3.07.  Mutilated, Destroyed, Lost and Stolen Notes....................28

SECTION 3.08.  Payment of Interest; Interest Rights Preserved.................29

SECTION 3.09.  Persons Deemed Owners..........................................30

SECTION 3.10.  Cancellation...................................................31

SECTION 3.11.  Computation of Interest........................................31



                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE



SECTION 4.01.  Satisfaction and Discharge of Indenture........................31

SECTION 4.02.  Application of Trust Money.....................................33



                                    ARTICLE 5
                                    REMEDIES



SECTION 5.01.  Events of Default..............................................33

SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment.............34

SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
         Trustee..............................................................35

SECTION 5.04.  Trustee May File Proofs of Claim...............................36



                                       ii


<PAGE>


                                                                            PAGE

SECTION 5.05.  Trustee May Enforce Claims Without Possession of Notes.........37

SECTION 5.06.  Application of Money Collected.................................37

SECTION 5.07.  Limitation on Suits............................................38

SECTION 5.08.  Unconditional Right of Holders to Receive Principal and
         Interest.............................................................39

SECTION 5.09.  Restoration of Rights and Remedies.............................39

SECTION 5.10.  Rights and Remedies Cumulative.................................39

SECTION 5.11.  Delay or Omission Not Waiver...................................39

SECTION 5.12.  Control by Holders.............................................39

SECTION 5.13.  Waiver of Past Defaults........................................40

SECTION 5.14.  Undertaking for Costs..........................................40

SECTION 5.15.  Waiver of Stay or Extension Laws...............................41



                                    ARTICLE 6
                                   THE TRUSTEE



SECTION 6.01.  Certain Duties and Responsibilities............................41

SECTION 6.02.  Notice of Defaults.............................................42

SECTION 6.03.  Certain Rights of Trustee......................................43

SECTION 6.04.  Not Responsible for Recitals or Issuance of Notes..............44

SECTION 6.05.  May Hold Notes.................................................44

SECTION 6.06.  Money Held in Trust............................................44

SECTION 6.07.  Compensation and Reimbursement.................................44

SECTION 6.08.  Intentionally Left Blank.......................................45

SECTION 6.09.  Corporate Trustee Required; Eligibility........................45

SECTION 6.10.  Resignation and Removal; Appointment of Successor..............46

SECTION 6.11.  Acceptance of Appointment by Successor.........................47

SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
         Business.............................................................49



                                      iii


<PAGE>


                                                                            PAGE

SECTION 6.13.  Preferential Claims............................................49

SECTION 6.14.  Appointment of Authenticating Agent............................50



                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY



SECTION 7.01.  Company to Furnish Trustee Names and Addresses of
         Holders..............................................................52

SECTION 7.02.  Preservation of Information; Communications to Holders.........52

SECTION 7.03.  Reports by Trustee.............................................53

SECTION 7.04.  Reports by Company and the Guarantors..........................54



                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



SECTION 8.01.  Company May Consolidate, Etc. on Certain Terms.................55

SECTION 8.02.  Successor Corporation Substituted..............................55



                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES



SECTION 9.01.  Supplemental Indentures Without Consent of Holders.............56

SECTION 9.02.  Supplemental Indentures with Consent of Holders................57

SECTION 9.03.  Execution of Supplemental Indentures...........................58

SECTION 9.04.  Effect of Supplemental Indentures..............................58

SECTION 9.05.  Conformity with Trust Indenture Act............................58

SECTION 9.06.  Reference in Notes to Supplemental Indentures..................58



                                       iv




<PAGE>


                                                                            PAGE

                                   ARTICLE 10
                                    COVENANTS



SECTION 10.01.  Payment of Principal, Interest and Additional Amounts.........59

SECTION 10.02.  Maintenance of Office or Agency...............................59

SECTION 10.03.  Money for Notes Payments to Be Held in Trust..................59

SECTION 10.04.  Corporate Existence...........................................61

SECTION 10.05.  Statement as to Default.......................................61

SECTION 10.06.  Additional Amounts............................................61

SECTION 10.07.  Application of Proceeds upon Release of a 10%
         Subsidiary Guarantor.................................................63



                                   ARTICLE 11
                               REDEMPTION OF NOTES



SECTION 11.01.  Redemption Upon a Tax Event...................................64

SECTION 11.02.  Notice of Redemption..........................................64

SECTION 11.03.  Deposit of Redemption Price...................................65

SECTION 11.04.  Notes Payable on Redemption Date..............................65



                                   ARTICLE 12
                               GUARANTEE OF NOTES



SECTION 12.01.  Unconditional Guarantee.......................................66

SECTION 12.02.  Execution and Delivery of Guarantee...........................67

SECTION 12.03.  Future Guarantors.............................................68

SECTION 12.04.  Release of a Guarantor........................................68

SECTION 12.05.  Waiver of Subrogation.........................................68

SECTION 12.06.  Reliance on Judicial Order or Certificate of Liquidating
         Agent Regarding Dissolution, etc. of Guarantors .....................69



                                       v



<PAGE>


                                                                            PAGE

SECTION 12.07.  Limitation of Guarantor's Liability ..........................69

SECTION 12.08.  Obligations Reinstated........................................69

SECTION 12.09.  No Obligation to Take Action Against the Company..............70



                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE



SECTION 13.01.  Applicability of Article; Company's Option to Effect
         Defeasance or Covenant Defeasance....................................70

SECTION 13.02.  Defeasance and Discharge......................................70

SECTION 13.03.  Covenant Defeasance...........................................71

SECTION 13.04.  Conditions to Defeasance or Covenant Defeasance...............72

SECTION 13.05.  Deposited Money and Government Obligations to be
         Held in Trust; Other Miscellaneous Provisions........................73


--------

     *This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.



                                       vi


<PAGE>



EXHIBIT A           Form of Supplemental Indenture to add Additional
                    Guarantors

EXHIBIT B           Form of Individual Note

EXHIBIT C           Form of Guarantee

EXHIBIT D           Form of Global Note

EXHIBIT E           Form of Regulation S Transfer Certificate

EXHIBIT F           Form of Restricted Notes Transfer Certificate

EXHIBIT G           Form of Owner Notes Certificate to be delivered in
                    connection with exchange of the Temporary Regulation S
                    Global Note

EXHIBIT H           Form of Depositary Certification to be delivered in
                    connection with exchanges of the Temporary Regulation S
                    Global Note




                                      vii



<PAGE>




                                    INDENTURE

     INDENTURE, dated as of February 12, 2001, among FedEx Corporation, a
Delaware corporation (the "Company"), the Guarantors referred to below and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee").

                                    RECITALS

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the issuance, execution,
authentication, delivery and administration of $250,000,000 aggregate principal
amount of its 6 5/8% Notes due 2004 (the "Notes due 2004"), $250,000,000
aggregate principal amount of its 6 7/8% Notes due 2006 (the "Notes due 2006")
and $250,000,000 aggregate principal amount of its 7 1/4% Notes due 2011 (the
"Notes due 2011" and, together with the Notes due 2004 and the Notes due 2006,
the "Notes");

     WHEREAS, the Guarantors named herein have duly authorized the execution and
delivery of this Indenture to provide for the Guarantee of the Notes; and

     WHEREAS, all things necessary to make the Notes, when executed and
delivered by the Company and authenticated by the Trustee or an Authenticating
Agent and delivered as provided in this Indenture and the Guarantees when
executed and delivered by the Guarantors, the valid, binding and legal
obligations of the Company and the Guarantors, as the case may be, and to
constitute these presents a valid indenture and agreement of the Company and the
Guarantors according to its terms have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by
the Holders (as herein defined) thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Notes, as follows:




<PAGE>



                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (i) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (ii) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (iii) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" or "GAAP" with respect to any
     computation required or permitted hereunder shall mean such accounting
     principles as are generally accepted in the United States of America as of
     the date of such computation; and

          (iv) the words "herein," "hereof," "hereto" and "hereunder" and other
     words of similar import refer to this Indenture as a whole and not to any
     particular Article, Section or other subdivision.

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

     "Act" when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "Additional Amounts" has the meaning set forth in Section 10.06 hereof,
including, without limitation, any Additional Amounts payable as a result of an
assumption of obligations pursuant to Section 8.01. Any reference in this
Indenture to principal or interest in respect of the Notes shall be deemed also
to refer to any Additional Amounts that may be payable as set forth herein and
under the Notes or the Guarantees.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through



                                       2


<PAGE>



the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Notes of one or more series.

     "Board of Directors" means the board of directors of the Company or any
duly authorized committee of the board of directors of the Company.

     "Board Resolution" means a copy of one or more resolutions certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, delivered to the Trustee.

     "Business Day" means any day other than Saturday, Sunday or other day on
which banking institutions in New York or Tennessee are authorized or obligated
by law to close.

     "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of
such Person.

     "Clearstream" means Clearstream Banking, societe anonyme, or any successor
thereto.

     "Closing Date" means February 12, 2001.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "Company" means FedEx Corporation or any successor Corporation which shall
have become such under this Indenture.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its President or any Vice President and
delivered to the Trustee.

     Consolidated Total Assets" as of any date means the consolidated total
assets of a Person and its Subsidiaries as of such date determined on a
consolidated basis in accordance with generally accepted accounting principles.



                                       3

<PAGE>



     "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date of original execution of this
Indenture is located at 101 Barclay Street, New York, New York 10286.

     "Corporation" includes corporations and limited liability companies and,
except for purposes of Article Eight, associations, companies and business
trusts.

     "CUSIP Number" means the alphanumeric designation assigned to a Note by
Standard & Poor's Ratings Group, CUSIP Service Bureau.

     "Custodian" means The Bank of New York, as custodian of the Global Notes
for DTC under a custody agreement or any similar successor agreement.

     "DTC" means The Depository Trust Company, or any successor thereto.

     "Defaulted Interest" has the meaning specified in Section 3.08.

     "Depositary" means, with respect to the Global Notes, DTC or such other
Person as shall be designated as Depositary by the Company pursuant to Section
2.03(b).

     "Depositary Certification" has the meaning specified in Section 2.03(a).

     "Dollars" means a dollar or other equivalent unit of legal tender for
payment of debts in the United States of America.

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or any successor thereto.

     "Event of Default" has the meaning specified in Section 5.01.

     "Exchange Notes" means any securities of the Company to be offered to
Noteholders in exchange for Notes of a series pursuant to the Exchange Offer or
otherwise pursuant to a Registration of Notes containing terms identical in all
material respects to the Notes of such series for which they are exchanged
(which securities will be guaranteed by the Guarantors with terms identical to
the Guarantee), except that (i) interest thereon shall accrue from the last date
on which interest was paid on the Notes or, if no such interest has been paid,
from the date of issuance of the Notes and (ii) the Exchange Notes will not
contain terms with respect to transfer restrictions or the payment of additional
interest upon the occurrence of a Registration Default.



                                       4


<PAGE>



     "Exchange Offer" means the exchange offer by the Company of Exchange Notes
for Notes pursuant to the Registration Rights Agreement.

     "Exchange Registration Statement" means a registration statement of the
Company and the Guarantors under the Securities Act registering Exchange Notes,
and Guarantees for distribution pursuant to the Exchange Offer.

     "Global Note" means a Note bearing the legend specified in Section 2.03
evidencing all or part of a series of Notes, issued to the Depositary or its
nominee with respect to such series and registered in the name of such
Depositary or nominee.

     "Government Obligations" means securities which are (x) direct full faith
and credit obligations of the United States of America or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America, in each case where the payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States of America and which are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank as custodian with respect to any such Government Obligation or a
specific payment of principal of or interest on any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect to the Government
Obligation or the specific payment of principal of or interest on the Government
Obligation evidenced by such depository receipt.

     "Guarantee" means the Guarantee made by each of the Guarantors as set forth
in Article 12 hereof and as endorsed on the Notes as provided herein.

     "Guarantor" means (i) each of Federal Express Corporation, a Delaware
corporation, FedEx Ground Package System, Inc., a Delaware corporation, FedEx
Custom Critical, Inc., an Ohio corporation, and Viking Freight, Inc., a
California corporation, each a Subsidiary of the Company, and (ii) each Person
who becomes a Guarantor hereunder after the Closing Date upon the execution of
an indenture supplemental hereto pursuant to Section 12.03.

     "Holder" means a Person in whose name a Note is registered in the Register.

     "Indebtedness" of any person means indebtedness for borrowed money and
indebtedness under purchase money liens or other conditional sales or similar



                                       5


<PAGE>



title retention agreements, in each case where such indebtedness has been
created, incurred, or assumed by such person to the extent such indebtedness
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, guarantees by such Person of such indebtedness, and
indebtedness for borrowed money secured by any lien, pledge or other security
interest or encumbrance upon property owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness.

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
each particular series of Notes established as contemplated by Section 3.01.

     "Individual Note" has the meaning set forth in Section 2.03(b).

     "Interest Payment Date," with respect to any Note, means the Stated
Maturity of an installment of interest on such Note.

     "Maturity," with respect to any Note, means the date on which the principal
of such Note, or an installment of principal, becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption or repurchase or otherwise and includes any
Redemption Date.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, the President or any Vice President, and attested by the
Secretary or any Assistant Secretary of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or of counsel to the Company, or other counsel reasonably
satisfactory to the Trustee.

     "Original Notes" means all Notes other than Exchange Notes.

     "Outstanding," when used with respect to Notes of any series, means, as
of the date of determination, all Notes of such series theretofore authenticated
and delivered under this Indenture, except:

          (i) Notes theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (ii) Notes for whose payment at the Maturity thereof money in the
     necessary amount has been theretofore deposited with the Trustee or



                                       6


<PAGE>



     any Paying Agent (other than the Company) in trust or set aside and
     segregated in trust by the Company (if the Company shall act as its own
     Paying Agent) for the Holders of such Notes; provided that, if such Notes
     are to be redeemed, notice of such redemption has been duly given pursuant
     to this Indenture or provision therefor satisfactory to the Trustee has
     been made;

          (iii) Notes for whose payment or redemption money or Government
     Obligations as contemplated by Section 13.04 in the necessary amount have
     been theretofore deposited with the Trustee (or another trustee satisfying
     the requirements of Section 6.09) in trust for the Holders of such Notes in
     accordance with Section 13.05; and

          (iv) Notes which have been paid pursuant to Section 3.07 or in
     exchange for or in lieu of which other Notes have been authenticated and
     delivered pursuant to this Indenture, unless there shall have been
     presented to the Trustee proof satisfactory to it that such Notes are held
     by a bona fide purchaser in whose hands such Notes are valid obligations of
     the Company;

     provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes of any series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company or any other obligor or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes which the Trustee knows, meaning actual knowledge of a Responsible
Officer, to be so owned shall be so disregarded. Notes so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Notes and that the pledgee is not the Company or any other obligor or any
Affiliate of the Company or of such other obligor.

     "Owner Notes Certification" has the meaning specified in Section 2.03(a).

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Notes on behalf of the Company.

     "Person" means any individual, Corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.



                                       7


<PAGE>



     "Place of Payment," with respect to the Notes of any series, means the
place where the principal of, interest on, and Additional Amounts with respect
to, the Notes of that series are payable as provided in or pursuant to this
Indenture or such Notes.

     "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.07 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

     "Readily Marketable Securities" means securities for which a public market
exists or which the Company reasonably believes can be reduced to cash within 12
months of the receipt thereof.

     "Redemption Date," with respect to any Note or portion thereof to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Note.

     "Redemption Price," with respect to any Note or portion thereof to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture or such Note.

     "Register" and "Note Registrar" have the respective meanings specified in
Section 3.05.

     "Registration" means a registered exchange offer for the Notes by the
Company pursuant to the Exchange Offer Registration Statement or other
registration for resale of the Notes under the Securities Act pursuant to a
Shelf Registration Statement, in each case in accordance with the terms of the
Registration Rights Agreement.

     "Registration Default" has the meaning set forth in the Registration Rights
Agreement.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of February 12, 2001, among the Issuer, the Guarantors and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC,
Chase Securities Inc., Commerzbank Capital Markets Corp. and Credit Suisse First
Boston Corporation (the "Purchasers"), and certain permitted assigns specified
therein.



                                       8


<PAGE>



     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Notes of any series means the date specified in or pursuant to this
Indenture or such Note as the "Regular Record Date."

     "Regulation S" means Regulation S under the Securities Act.

     "Regulation S Global Note" has the meaning set forth in Section 2.03(a) .

     "Regulation S Legend" has the meaning set forth in Section 2.03(a).

     "Regulation S Restricted Period" means the 40 calendar days after the
original issue date of the Notes.

     "Responsible Officer" means any officer or authorized agent of the Trustee
in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer or authorized agent to whom such
matter is referred because of knowledge of and familiarity with the particular
subject.

     "Restricted Individual Note" has the meaning set forth in Section 2.03(a).

     "Rule 144A Global Note" has the meaning set forth in Section 2.03(a).

     "Rule 144A Legend" has the meaning set forth in Section 2.03(a).

     "Shelf Registration Statement" means a shelf registration statement under
the Securities Act filed by the Company and the Guarantors, if required by, and
meeting the requirements of, the Registration Rights Agreement, registering
Original Notes for resale.

     "60% Subsidiary Guarantor" means any Guarantor whose Consolidated Total
Assets as of any determination date constitute more than 60% of the Consolidated
Total Assets of the Company, determined as of the date of the most recent
interim or fiscal year-end balance sheet of the Company filed with the
Commission prior to such determination date.

     "Special Record Date" for the payment of any Defaulted Interest on any Note
means a date fixed by the Trustee pursuant to Section 3.08.

     "Stated Maturity," with respect to any Note or any installment of principal
thereof or interest thereon or any Additional Amounts, means the date
established by or pursuant to this Indenture or such Note as the fixed date on



                                       9


<PAGE>



which the principal of such Note or such installment of principal or interest
is, or such Additional Amounts are, due and payable.

     "Subsidiary" means any Corporation of which at the time of determination
the Company or one or more Subsidiaries owns or controls, directly or
indirectly, more than 50% of the shares of voting stock. For the purposes of
this definition, "voting stock" means stock which ordinarily has voting power
for the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

     "Temporary Regulation S Global Note" has the meaning set forth in Section
2.03(a).

     "10% Subsidiary Guarantor" means any Guarantor whose Consolidated Total
Assets as of any determination date constitute more than 10% of the Consolidated
Total Assets of the Company, determined as of the date of the most recent
interim or fiscal year-end balance sheet of the Company filed with the
Commission prior to such determination date.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder. If at any time there is
more than one such Person, "Trustee" shall mean such Person and as used with
respect to the Notes of any series shall mean the Trustee with respect to Notes
of such series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

     "Unrestricted Individual Note" means any Individual Note other than a
Restricted Individual Note.

     "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     SECTION 1.02. Compliance Certificates and Opinions. Except as otherwise
expressly provided in this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company and, if applicable, the Guarantors, shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any,



                                       10


<PAGE>



provided for in this Indenture relating to the proposed action have been
complied with or an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished. Any Officers' Certificate will comply
with Section 314(e) of the Trust Indenture Act.

     SECTION 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Company or a Guarantor may
be based, insofar as it relates to legal matters, upon an Opinion of Counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the opinion with respect to the matters upon which the certificate or
opinion is based are erroneous. Any such Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or a Guarantor stating
that the information with respect to such factual matters is in the possession
of the Company or such Guarantor, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Note, they may, but need not, be
consolidated and form one instrument.

     SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company or the Guarantors. Such instrument or instruments (and the action



                                       11


<PAGE>



embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company and the Guarantors, if made
in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

     (c) The ownership of Notes shall be proved by the Register.

     (d) If the Company shall solicit from the Holders of Notes of any series
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for the
determination of Holders of Notes entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Any such record date shall be fixed at the
Company's discretion. If not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such matters referred to in the
foregoing sentence, such record date shall be the date 30 days prior to such
first solicitation of Holders. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent and waiver or other Act may be
sought or given before or after the record date, but only the Holders of Notes
of record at the close of business on such record date shall be deemed to be
Holders of Notes for the purpose of determining whether Holders of the requisite
proportion of Notes of such series Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Notes of such series Outstanding
shall be computed as of such record date.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, any Note Registrar, any Paying
Agent or the Company or any Guarantor in reliance thereon, whether or not
notation of such action is made upon such Note.



                                       12



<PAGE>



     SECTION 1.05. Notices, Etc. to Trustee, Company and Guarantors. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

          (i) the Trustee by any Holder or the Company or a Guarantor shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to or with the Trustee at its Corporate Trust Office with a copy
     to: 100 Ashford Center North, Suite 520, Atlanta, Georgia 30338, Attn:
     Corporate Trust Department; or

          (ii) the Company or a Guarantor by the Trustee or by any Holder shall
     be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if in writing and mailed, first-class postage prepaid,
     to the Company at 942 South Shady Grove Road, Memphis, Tennessee 38120,
     attention: Corporate Vice President and Treasurer, or at any other address
     previously furnished in writing to the Trustee by the Company or a
     Guarantor, as applicable.

     SECTION 1.06. Notice to Holders; Waiver. Where this Indenture or any Note
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein or in such Note expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at the Holder's address as it appears in the Register, not later than the latest
date, or not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided.

     Where this Indenture or any Note provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.



                                       13


<PAGE>



     SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     SECTION 1.08. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 1.09. Successors and Assigns. All covenants and agreements in this
Indenture by the Company and the Guarantors shall bind their respective
successors and assigns, whether so expressed or not.

     SECTION 1.10. Separability Clause. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 1.12. Governing Law. This Indenture, the Notes and the Guarantees
shall be governed by and construed in accordance with the laws of the State of
New York.

     SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Note shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of interest or principal or any Additional
Amounts need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, and no interest shall accrue with respect to such payments for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to the next succeeding Business Day.

     SECTION 1.14. Language of Notices. Any request, demand, authorization,
direction, notice, consent, election or waiver required or permitted under this
Indenture shall be in the English language, except that, if the Company so
elects, any published notice may be in an official language of the country of
publication.



                                       14


<PAGE>



     SECTION 1.15. Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.



                                    ARTICLE 2
                                   NOTE FORMS

     SECTION 2.01. Forms Generally. (a) The Notes (including the Trustee's
certification of authentication) and, the notation thereon relating to the
Guarantees shall be in substantially the forms attached hereto as Exhibits B, C
and D hereof; provided that Exchange Notes shall not contain terms with respect
to transfer restrictions or additional interest payable upon occurrence of a
Registration Default. On the Closing Date, the Notes shall be issued in the form
provided in 2.03(a), with the Guarantees duly endorsed thereon. The Notes shall
be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the officers of the Company executing the same may
determine with the approval of the Trustee.

     The Notes may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Notes are admitted to trading, or to conform to general usage.

     (b) Each Note shall be dated the date of its authorization.

     Unless otherwise provided in or pursuant to this Indenture or any Notes,
the Notes shall be issuable in registered form without coupons.

     SECTION 2.02. Form of Trustee's Certificate of Authentication. Only such
Notes as shall bear thereon a certification of authentication substantially as
set forth in the forms of the Notes in Exhibits B and D hereto, executed by the
Trustee by manual signature of one of its authorized signatories, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certification by the Trustee upon any Note executed by or on
behalf of the Company shall be conclusive evidence that the Note so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.



                                       15


<PAGE>



     SECTION 2.03. Global Notes. (a) On the Closing Date, the Company shall
cause to be executed and delivered to the Trustee in the manner specified in
Section 3.03 (i) for Notes of each series sold within the United States to
"qualified institutional buyers" as defined in and pursuant to Rule 144A under
the Securities Act, one or more restricted global Notes (each, a "Rule 144A
Global Note"), with the Guarantees endorsed thereon, in definitive, fully
registered form without interest coupons, in denominations of US$1,000 and any
integral multiples of US$1,000, substantially in the form of Exhibit D hereto
and (ii) for Notes of each series sold outside the United States in offshore
transactions in reliance on Regulation S under the Securities Act, one or more
Temporary Global Notes (each, a "Temporary Regulation S Global Note") with the
Guarantees endorsed thereon, in definitive, fully registered form without
interest coupons, in denominations of US$1,000 and any integral multiples of
US$1,000, substantially in the form of Exhibit D hereto. The aggregate principal
amount of the Rule 144A Global Notes and the Temporary Regulation S Global Notes
of each series shall equal the aggregate principal amount of the Notes of such
series that are to be issued on the Closing Date.

     Beneficial interests in a Regulation S Temporary Global Note may only be
held through Euroclear and Clearstream until such interests are exchanged for
corresponding interests in an unrestricted Global Note (the "Regulation S Global
Note") as provided in the next sentence. A holder of a beneficial interest in a
Regulation S Temporary Global Note must provide written certification (an "Owner
Notes Certification") to Euroclear or Clearstream, as the case may be, that the
beneficial owner of the interest in such Global Note is not a U.S. Person (as
defined in Rule 902(k) under the Securities Act) or is a U.S. Person who
purchased such beneficial interest in a transaction that did not require
registration under the Securities Act in the form set forth in Exhibit G, and
Euroclear or Clearstream, as the case may be, must provide to the Trustee a
similar certification in the form set forth in Exhibit H (a "Depositary
Certification"), prior to any exchange of such beneficial interest for a
beneficial interest in a Regulation S Global Note. Any such exchange may take
place only after the expiration of the Regulation S Restricted Period.

     Unless and until a Note is exchanged for an Exchange Note in connection
with an effective Registration pursuant to the Registration Rights Agreement,
each Rule 144A Global Note and each Individual Note (as defined below) issued in
exchange for an interest in a Rule 144A Global Note (a "Restricted Individual
Note") shall bear the following legend (the "Rule 144A Legend") on the face
thereof:

               THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
               1933, AS AMENDED (THE



                                       16


<PAGE>



               "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER
               THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
               ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
               OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
               IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
               OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
               REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
               DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT), (2)
               AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR
               TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
               TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE
               LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE
               ON WHICH FEDEX CORPORATION OR ANY "AFFILIATE" (AS DEFINED IN RULE
               144 UNDER THE SECURITIES ACT) OF FEDEX CORPORATION WAS THE OWNER
               OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER
               DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE
               RESTRICTION TERMINATION DATE") EXCEPT (A) TO FEDEX CORPORATION,
               (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
               EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
               ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
               REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
               DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
               THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO
               WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
               ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
               RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR
               (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
               FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF
               ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR



                                       17


<PAGE>



               ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL,
               AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE
               IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
               LEGEND; PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL
               HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I)
               PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
               COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
               EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY
               IF THIS NOTE IS NOT A GLOBAL NOTE (AS DEFINED IN THE INDENTURE
               REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
               THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED
               AND DELIVERED BY THE TRANSFEROR TO FEDEX CORPORATION AND THE
               TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
               HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

     Unless and until a Note is exchanged for an Exchange Note pursuant to an
effective Exchange Offer Registration Statement or for an interest in a
Regulation S Global Note after the expiration of the Regulation S Restricted
Period, each Temporary Regulation S Global Note shall bear the following legend
(the "Regulation S Legend") on the face thereof:

               THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
               1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
               SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
               REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
               OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
               UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
               REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS
               ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
               "U.S. PERSON" (AS DEFINED IN REGULATION S ("REGULATION S") UNDER
               THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE
               TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE
               ORIGINAL ISSUE



                                       18


<PAGE>



               DATE OF THE NOTES (THE "REGULATION S RESTRICTED PERIOD") EXCEPT
               (A) TO FEDEX CORPORATION, (B) PURSUANT TO A REGISTRATION
               STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
               ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
               PURSUANT TO RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT, TO
               A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
               BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
               OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH
               CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
               RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN
               ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E)
               PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL
               GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
               SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX
               CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY
               SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO
               REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
               AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II)
               IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A
               GLOBAL NOTE (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO
               REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
               THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
               TRANSFEROR TO FEDEX CORPORATION AND THE TRUSTEE. THIS LEGEND WILL
               BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION
               OF THE REGULATION S RESTRICTED PERIOD FOLLOWING COMPLIANCE WITH
               THE CERTIFICATION REQUIREMENTS SET FORTH IN THE INDENTURE.

     Each Global Note (i) shall be delivered by the Trustee to DTC acting as the
Depositary or, pursuant to DTC's instructions, shall be delivered by the Trustee
on behalf of DTC to and deposited with the Custodian, and in either case



                                       19


<PAGE>



shall be registered in the name of Cede & Co., or such other name as DTC shall
specify, and (ii) shall also bear a legend substantially to the following
effect:

               "Unless this certificate is presented by an authorized
               representative of The Depository Trust Company, a New York
               corporation ("DTC"), to the Company or its agent for registration
               of transfer, exchange or payment, and any certificate issued is
               registered in the name of Cede & Co. or in such other name as is
               requested by an authorized representative of DTC (and any payment
               is made to Cede & Co. or to such other entity as is requested by
               an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
               OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
               WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
               an interest herein."

     (b) If at any time the Depositary for any Global Note notifies the Company
that it is unwilling or unable to continue as Depository for such Global Notes
or if at any time the Depositary for such Global Notes shall no longer be a
clearing agency registered under the Exchange Act, the Company shall appoint a
successor Depositary with respect to such Global Notes. If (i) a successor
Depositary for such Global Notes is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such ineligibility,
or (ii) an Event of Default has occurred and is continuing with respect to the
Notes, the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate if the Company directing the authentication and delivery thereof,
will authenticate and deliver notes of such series in certificated form
("Individual Notes") in any authorized denominations in an aggregate principal
amount equal to the principal amount of such Global Notes in exchange for such
Global Notes.

     If the Trustee has instituted or has been directed to institute any
judicial proceeding in a court to enforce the rights of the Holders under the
Notes, and the Trustee has been advised by counsel that in connection with such
proceeding it is necessary or appropriate for the Trustee to obtain possession
of the Notes, the Notes shall no longer be represented by such Global Notes. In
such event, the Company hereby agrees to execute and the Trustee will
authenticate and deliver, in exchange for such Global Notes, Individual Notes
(and if the Trustee has in its possession Individual Notes previously executed
by the Company, the Trustee will authenticate and deliver such Notes) of such
series, in authorized denominations, in an aggregate principal amount equal to
the principal amount of such Global Notes and registered in such name or names
as the Trustee deems appropriate.



                                       20


<PAGE>



     (c) Global Notes shall in all respects be entitled to the same benefits
under this Indenture as Individual Notes authenticated and delivered hereunder.

     (d) Each Note shall be dated the date of its authentication, shall bear
interest from the applicable date and shall be payable on the dates specified as
set forth in the Officers' Certificate delivered pursuant to Section 2.03(b).



                                    ARTICLE 3
                                    THE NOTES

     SECTION 3.01. Issue Amount; Issuable in Series. The Notes due 2004, the
Notes due 2006 and the Notes due 2011 shall each constitute a separate series
hereunder. The aggregate principal amount of Notes which may be authenticated
and delivered under this Indenture, except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to this Indenture, is limited to $250,000,000 in the case of the Notes
due 2004, $250,000,000 in the case of the Notes due 2006 and $250,000,000 in the
case of the Notes due 2011; provided, that subject to applicable law, the
maximum aggregate principal amount of Notes of any series hereunder may be
increased at any time upon delivery to the Trustee of a Company Order. Unless
the context otherwise requires, Original Notes and the Exchange Notes of like
tenor and terms shall constitute one series for all purposes under the
Indenture, including with respect to any amendment, waiver, acceleration or
other Act of the Holders or upon redemption.

     SECTION 3.02. Denominations. Unless otherwise provided in or pursuant to
this Indenture, the principal of and interest on and any Additional Amounts with
respect to the Notes shall be payable in Dollars. The Notes of each series shall
be issuable in such forms and in such denominations as are specified in Section
2.03.

     SECTION 3.03. Execution, Authentication, Delivery and Dating. The Notes
shall be executed on behalf of the Company by its President or any Vice
President, under its corporate seal reproduced thereon attested by its Secretary
or any Assistant Secretary. The signature of any of these officers on the Notes
may be manual or facsimile.

     Notes bearing the manual or facsimile signatures of individuals who were
the proper officers of the Company when their signatures were affixed to such
Notes shall bind the Company, notwithstanding that such individuals or any of



                                       21


<PAGE>



them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of such Notes.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes of any series, together with the
Guarantees of the Guarantors endorsed thereon, executed by the Company and the
Guarantors to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Notes with the Guarantees endorsed
thereon, and the Trustee in accordance with the Company Order shall authenticate
and deliver such Notes. At any time and from time to time after the execution
and delivery of this Indenture and after the effectiveness of the Exchange Offer
Registration Statement under the Securities Act with respect thereto, the
Company may deliver Exchange Notes executed by the Company, and having endorsed
thereon the Guarantees executed by the Guarantors, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Exchange Notes and a like principal amount of Original Notes
for cancellation in accordance with Section 3.10, and the Trustee in accordance
with the Company Order shall authenticate and make available for delivery such
Notes, with the Guarantees endorsed thereon. Prior to authenticating such
Exchange Notes, and accepting any additional responsibilities under this
Indenture in relation to such Notes, the Trustee shall be entitled to receive,
upon request, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating in substance:

     (a) that all conditions hereunder precedent to the authentication and
delivery of such Exchange Notes with the Guarantees of the Guarantors endorsed
thereon have been complied with and that such Exchange Notes and the Guarantees
of the Guarantors endorsed thereon, when such Notes have been duly authenticated
and delivered by the Trustee (and subject to any other conditions specified in
such Opinion of Counsel), will have been duly issued and delivered and will
constitute valid and legally binding obligations of the Company and the
Guarantors, respectively, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles; and

     (b) that the issuance of the Exchange Notes in exchange for Original Notes
has been effected in compliance with the Securities Act.

     Each Note shall be dated the date of its authentication.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of



                                       22


<PAGE>



authentication substantially in the form provided for herein executed by, or on
behalf of, the Trustee or by the Authenticating Agent by manual signature. Such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.

     Notwithstanding the foregoing, if any Note shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Note to the Trustee for cancellation as provided in
Section 3.10 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Note has never been issued and sold by the Company, for all purposes of
this Indenture such Note shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this Indenture.

     The Trustee shall not be required to authenticate or to cause an
Authentication Agent to authenticate any Notes if the issue of such Notes
pursuant to this Indenture will affect the Trustee's own rights, duties,
indemnities or immunities under the Notes and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

     SECTION 3.04. Temporary Notes. Pending the preparation of definitive Notes
of any series and Guarantees, the Company may execute and deliver to the
Trustee, and, upon Company Order, the Trustee shall authenticate and deliver in
the manner provided in Section 3.03, temporary Notes with the Guarantees
endorsed thereon which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Notes and Guarantees in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Notes may determine, as evidenced by
their execution of such Notes. Such temporary Notes may be in global form.

     If temporary Notes of any series are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes of such series, the temporary Notes of such
series shall be exchangeable for definitive Notes of such series upon surrender
of the temporary Notes at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes of any series the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Notes of the same series and of like tenor
of authorized denomination containing terms and provisions that are identical to
those of any temporary Notes. Until so exchanged the temporary Notes of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Notes of the same series.



                                       23


<PAGE>



     SECTION 3.05. Registration, Transfer and Exchange. The Company shall cause
to be kept at the Corporate Trust Office a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Notes and of transfers of Notes. Such
Register shall distinguish between Original Notes and Exchange Notes of each
series. The Trustee is hereby appointed "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided.

     The Company shall have the right to remove and replace from time to time
the Note Registrar for any series of Notes; provided that no such removal or
replacement shall be effective until a successor Note Registrar with respect to
such series of Notes shall have been appointed by the Company and shall have
accepted such appointment by the Company. In the event that the Trustee shall
not be or shall cease to be Note Registrar with respect to a series of Notes, it
shall have the right to examine in the United States the Register for such
series at all reasonable times. There shall be only one Register for each series
of Notes.

     Upon surrender for registration of transfer of any Note of any series at
the office or agency of the Company in a Place of Payment for such series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Notes of the
same series, of any authorized denominations and of a like aggregate principal
amount and tenor containing identical terms and provisions.

     At the option of the Holder, Notes of any series may be exchanged for other
Notes of the same series bearing such restrictive legends as may be required by
this Indenture and containing identical terms and provisions in any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes, with Guarantees endorsed thereon, which the
Holder making the exchange is entitled to receive.

     All Notes and Guarantees endorsed thereon issued upon any registration of
transfer or exchange of Notes with Guarantees of the Guarantors endorsed thereon
shall be the valid obligations of the Company and the respective Guarantors,
evidencing the same debt, and (subject to the provisions of the Original Notes
regarding payment of additional interest upon a Registration Default) entitled
to the same benefits under this Indenture, as the Notes and Guarantees endorsed
thereon surrendered upon such registration of transfer or exchange.




                                       24

<PAGE>



     Every Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Note Registrar duly executed, by the Holder thereof or the
Holder's attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 3.04 or 9.06 not involving any transfer.

     Except as otherwise provided herein, the Company shall not be required (i)
to issue, register the transfer of or exchange Notes of any series during a
period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Notes of such series and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Note so selected for redemption.

     If the beneficial owners of interests in a Global Note are entitled to
exchange such interests for definitive Notes as the result of an event described
in Section 2.03(b), then without unnecessary delay but in any event not later
than the earliest date on which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Notes with the Guarantees endorsed
thereon in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such Global Note, executed by
the Company and the Guarantors. On or after the earliest date on which such
interests may be so exchanged, such Global Note shall be surrendered from time
to time by the Depositary and in accordance with instructions given to the
Trustee and the Depositary (which instructions shall be in writing but need not
be contained in or accompanied by an Officers' Certificate or be accompanied by
an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Notes with the Guarantees
endorsed thereon as described above without charge.

     The Trustee shall authenticate and make available for delivery, in exchange
for each portion of such surrendered Global Note, a like aggregate principal
amount of definitive Notes of the same series of authorized denominations and of
like tenor with the Guarantees endorsed thereon as the portion of such Global
Note to be exchanged, as shall be specified by the beneficial owner thereof,
provided, however, that no such exchanges may occur



                                       25


<PAGE>



during a period beginning at the opening of business 15 days before any
selection of Notes of the same series to be redeemed and ending on the relevant
Redemption Date.

     Promptly following any such exchange in part, such Global Note shall be
returned by the Trustee to such Depositary in accordance with the instructions
of the Company referred to above. If a Note is issued in exchange for any
portion of a Global Note after the close of business at the office or agency for
such Note where such exchange occurs on or after (i) any Regular Record Date for
such Note and before the opening of business at such office or agency on the
next Interest Payment Date, or (ii) any Special Record Date for such Note and
before the opening of business at such office or agency on the related proposed
date for payment of interest or Defaulted Interest, as the case may be, interest
shall not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Note, but shall be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such Global Note shall
be payable in accordance with the provisions of this Indenture.

     SECTION 3.06. Special Transfer Provisions. Unless and until an Original
Note is exchanged for an Exchange Note in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply to each such Note:

     (a) Transfers of Restricted Individual Notes and Interests in a Rule 144A
Global Note. With respect to the registration of any proposed transfer of a
Restricted Individual Note or an interest in a Rule 144A Global Note, if the
Note to be transferred consists of (x) a Restricted Individual Note, the
Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has delivered (i) to the Company and the Registrar a
certificate from the transferor substantially in the form of Exhibit E or (ii)
to the Company and the Registrar a certificate from the transferor substantially
in the form of Exhibit F or a certificate from the transferee advising the
Company and the Registrar that it is purchasing the Note for its own account or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a QIB within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company and the
Guarantors as it has requested pursuant to Rule 144A and that it is aware that
the transferor is relying upon its foregoing representations in order to claim
the exemption from registration provided by Rule 144A or (y) an interest in a
Rule 144A Global Note (A) to be transferred to a transferee who takes delivery
in the form of an interest in a Temporary Regulation S Global Note or a
Regulation S Global Note (if after the Regulation S Restricted Period), the



                                       26


<PAGE>



Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has delivered to the Registrar a certificate
substantially in the form of Exhibit E or (B) to be transferred to a transferee
who takes delivery in the form of an interest in a Rule 144A Global Note, the
transfer of such interest may be effected only through the book entry system
maintained by the Depositary.

     (b) Transfers of Interests in a Temporary Regulation S Global Note. With
respect to registration of any proposed transfer of an interest in a Temporary
Regulation S Global Note to a person who takes delivery in the form of a
Restricted Individual Note or an interest in a Rule 144A Global Note, the
Registrar shall register the transfer of any Note if the proposed transferor has
delivered to the Company and the Registrar a certificate from the transferor
substantially in the form of Exhibit F or a certificate from the transferee
advising the Company and the Registrar that it is purchasing the Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB within the meaning of Rule
144A, and is aware that the sale to it is being made in reliance of Rule 144A
and that the Notes delivered to it shall bear the Rule 144A Legend and
acknowledges that it has received such information regarding the Company and the
Guarantors as it has requested pursuant to Rule 144A and that it is aware that
the transferor is relying upon its foregoing representations in order to claim
the exemption from registration provided by Rule 144A. The Company shall use its
best efforts to cause the Depositary to ensure that beneficial interests in a
Regulation S Temporary Global Note may be held only in or through accounts
maintained at the Depositary by or on behalf of Euroclear or Clearstream, and no
person shall be entitled to effect any transfer or exchange that would result in
any such interest being held otherwise than in or through such account, except
as provided in this Section 3.06(b).

     (c) Transfers of Unrestricted Individual Notes or Interests in the
Regulation S Global Note. With respect to any transfer of Unrestricted
Individual Notes or interests in the Regulation S Global Note, the Registrar
shall register the transfer of any such Note without requiring any additional
certification.

     (d) Legends. Upon the transfer, exchange or replacement of Notes that do
not bear the Rule 144A Legend or the Regulation S Legend, the Registrar shall
deliver Notes that do not bear either the Rule 144A Legend or the Regulation S
Legend. Upon the transfer, exchange or replacement of Notes bearing the Rule
144A Legend or the Regulation S Legend, the Registrar shall deliver only Notes
that bear the Rule 144A Legend or the Regulation S Legend, as the case may be,
unless (i) the circumstances contemplated by subparagraphs (a)(x)(i) or (a)(y)
of this Section 3.06 exist or (ii) in the case of an exchange of an interest in
a Temporary Regulation S Global Note for an interest in an Unrestricted
Individual



                                       27


<PAGE>



Note or a Regulation S Global Note in the manner contemplated in 2.03(a) after
the expiration of the Regulation S Restricted Period or (iii) there is delivered
to the Registrar an Opinion of Counsel reasonably satisfactory to the Company
and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

     (e) General. By its acceptance of any Note bearing the Rule 144A Legend or
the Regulation S Legend, each holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in such
restrictive legend and agrees that it will transfer such Note only as provided
in this Indenture and such restrictive legend. The Registrar shall not register
a transfer of any Note unless such transfer complies with the restrictions on
transfer of such Note set forth in this Indenture. In connection with any
transfer of Notes, each holder agrees by its acceptance of the Notes to furnish
the Registrar or the Company such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

     SECTION 3.07. Mutilated, Destroyed, Lost and Stolen Notes. If (i) any
mutilated Note is surrendered to the Trustee or if there shall be delivered to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of any Note and (ii) there shall be delivered to the Company and
the Trustee such indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated, destroyed, lost or
stolen Note, a new Note of the same series with the Guarantees endorsed thereon
containing identical terms and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Note, pay such Note.

     Upon the issuance of any new Note under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.



                                       28


<PAGE>



     Every new Note of any series and Guarantee issued pursuant to this Section
in lieu of any destroyed, lost or stolen Note shall constitute a separate
obligation of the Company and the respective Guarantors, whether or not the
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of the same series and Guarantees
duly issued hereunder.

     The provisions of this Section, as amended or supplemented pursuant to this
Indenture, are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.

     SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest on,
and any Additional Amounts with respect to, any Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest.

     Any interest on, and any Additional Amounts with respect to, any Note of
any series which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (i) or (ii) below:

          (i) The Company may elect to make payment of any Defaulted Interest to
     the Person in whose name the Notes of such series (or their respective
     Predecessor Notes) are registered at the close of business on a Special
     Record Date for the payment of such Defaulted Interest, which shall be
     fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     Note of such series and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment. Such money when
     deposited will be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record



                                       29


<PAGE>



     Date and, in the name and at the expense of the Company, shall cause notice
     of the proposed payment of such Defaulted Interest and the Special Record
     Date therefor to be mailed, first-class postage prepaid, to each Holder of
     Notes of such series at the Holder's address as it appears in the Register,
     not less than 10 days prior to such Special Record Date. Notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor having been so mailed, such Defaulted Interest shall be paid to
     the Persons in whose names the Notes of such series (or their respective
     Predecessor Notes) are registered at the close of business on such Special
     Record Date and shall no longer be payable pursuant to the following clause
     (ii).

          (ii) The Company may make payment of any Defaulted Interest on the
     Notes of any series in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which such Notes may be listed,
     and upon such notice as may be required by such exchange, if, after notice
     given by the Company to the Trustee of the proposed payment pursuant to
     this Clause, such manner of payment shall be deemed practicable by the
     Trustee.

     Unless otherwise provided in or pursuant to this Indenture or the Notes of
any particular series pursuant to the provisions of this Indenture, at the
option of the Company, interest on Notes may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Register or by transfer to an account maintained by the payee with a bank
located in the United States.

     Subject to the foregoing provisions of this Section, each Note delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Note shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Note.

     SECTION 3.09. Persons Deemed Owners. Prior to due presentment of a Note for
registration of transfer, the Company, the Guarantors, the Trustee and any agent
of the Company, the Guarantors or the Trustee may treat the Person in whose name
such Note is registered as the owner of such Note for the purpose of receiving
payment of principal of and (subject to Sections 3.05 and 3.08) interest on and
any Additional Amounts with respect to such Note and for all other purposes
whatsoever, whether or not any payment with respect to such Note shall be
overdue, and neither the Company, the Guarantors, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.



                                       30


<PAGE>



     No Holder of any beneficial interest in any Global Note held on its behalf
by a Depositary shall have any rights under this Indenture with respect to such
Global Note, and such Depositary may be treated by the Company, the Guarantors,
the Trustee, and any agent of the Company, the Guarantors or the Trustee as the
owner of such Global Note for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Note Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     SECTION 3.10. Cancellation. All Notes surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee at its Corporate Trust Office and
shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever and may
deliver to the Trustee (or to an Authenticating Agent for delivery to the
Trustee) for cancellation any Notes previously authenticated hereunder which the
Company has not issued and sold, and all Notes so delivered shall be promptly
canceled by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Notes held by the Trustee shall be
disposed of as directed by a Company Order.

     SECTION 3.11. Computation of Interest. Interest on the Notes of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.



                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Notes specified in such Company Request (except as to rights of registration of
transfer or exchange of Notes), and the Trustee on receipt of the Company
Request, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when:

     (a) either



                                       31



<PAGE>



               (i) all Notes of such series theretofore authenticated and
          delivered (other than (A) Notes of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 3.07 and (B) Notes of such series for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Company and thereafter repaid to the Company
          or discharged from such trust, as provided in Section 10.03) have been
          delivered to the Trustee for cancellation; or

               (ii) all such Notes not theretofore delivered to the Trustee for
          cancellation:

                    (A) have become due and payable, or

                    (B) will become due and payable at their Stated Maturity
               within one year, or

                    (C) if redeemable at the option of the Company are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of the
               Company,

          and the Company, in the case of (A), (B) or (C) above, has deposited
          or caused to be deposited with the Trustee as trust funds in trust for
          the purpose an amount sufficient to pay and discharge the entire
          indebtedness on such Notes not theretofore delivered to the Trustee
          for cancellation, for principal and interest and any Additional
          Amounts to the date of such deposit (in the case of Notes which have
          become due and payable) or to the Stated Maturity or Redemption Date,
          as the case may be.

     (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

     (c) the Company has delivered to the Trustee an Officers' Certificate or an
Opinion of Counsel, stating that all conditions precedent herein relating to the
satisfaction and discharge of this Indenture with respect to such Notes have
been complied with.

     In the event there are Notes of two or more series hereunder, the Trustee
shall be required to execute an instrument acknowledging satisfaction and
discharge of this Indenture only if requested to do so with respect to Notes of
such series as to which it is Trustee and if the other conditions thereto are
met.



                                       32


<PAGE>



     Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Notes of any series, the obligations of the Company to the
Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Company and the Guarantors under Sections 3.04, 3.05, 3.07 and 10.02, and
the obligation to pay Additional Amounts, if any, with respect to such Notes as
contemplated by Section 10.06 (but only to the extent that any Additional
Amounts payable with respect to such Notes exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.01(a)(ii)), shall
survive.

     SECTION 4.02. Application of Trust Money. Subject to the provisions of the
penultimate paragraph of Section 10.03, all money and Government Obligations
deposited with the Trustee pursuant to Section 4.01 and Article Thirteen shall
be held in trust and applied by it, in accordance with the provisions of the
Notes of the series for which such deposit was made and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, interest and Additional Amounts for whose
payment such money and Government Obligations has been deposited with the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.



                                    ARTICLE 5
                                    REMEDIES

     SECTION 5.01. Events of Default. "Event of Default," wherever used herein
with respect to the Notes of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (a) default in the payment of any interest upon any Note of such
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days;

          (b) default in the payment of the principal of any Note of such series
     at its Maturity;



                                       33



<PAGE>



          (c) default in the performance, or breach, of any covenant, agreement
     or warranty of the Company or any Guarantor in this Indenture (other than a
     covenant, agreement or warranty a default in whose performance is elsewhere
     in this Section specifically dealt with or which has expressly been
     included in this Indenture solely for the benefit of a series of Notes
     other than such series) and continuance of such default for a period of 60
     days after there has been given, by registered or certified mail, to the
     Company and such Guarantor by the Trustee or to the Company, such Guarantor
     and the Trustee by the Holders of at least 50% in principal amount of the
     Outstanding Notes of such series a written notice specifying such default
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder;

          (d) the entry by a court having jurisdiction of a decree or order
     adjudging the Company or a 60% Subsidiary Guarantor a bankrupt or
     insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or a 60% Subsidiary Guarantor under federal bankruptcy law or
     any other applicable federal or state law, or appointing a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or other similar
     official of the Company or a 60% Subsidiary Guarantor or of any substantial
     part of any of their property, or ordering the winding up or liquidation of
     any of their affairs, and the continuance of any such decree or order
     unstayed and in effect for a period of 60 consecutive days; or

          (e) the commencement by the Company or a 60% Subsidiary Guarantor of
     proceedings to be adjudicated a bankrupt or insolvent, or the consent by
     any of them to the commencement of bankruptcy or insolvency proceedings
     against them, or the filing by any of them of a petition or answer or
     consent seeking reorganization or relief under federal bankruptcy law or
     any other applicable federal or state law, or the consent by any of them to
     the appointment of or taking possession by a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company or a 60% Subsidiary Guarantor or of any substantial part of any of
     their property, or the making by any of them of a general assignment for
     the benefit of creditors, or the admission by any of them in writing of
     their inability to pay their respective debts generally as they become due,
     or the taking of corporate action by the Company or a 60% Subsidiary
     Guarantor in furtherance of any such action.

     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Notes of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not



                                       34


<PAGE>



less than 50% in principal amount of the Outstanding Notes of such series may
declare the principal amount of all the Notes of such series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount shall
become immediately due and payable.

     At any time after such a declaration of acceleration with respect to Notes
of any series has been made and before the Stated Maturity thereof, the Holders
of a majority in principal amount of the Outstanding Notes of such series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

          (i) the Company has paid or deposited with the Trustee a sum
     sufficient to pay:

               (A) all overdue installments of interest on and any Additional
          Amounts with respect to all Outstanding Notes of such series;

               (B) the principal of any Outstanding Notes of such series which
          have become due otherwise than by such declaration of acceleration and
          interest thereon at the rate borne by the Notes of such series and any
          Additional Amounts;

               (C) to the extent that payment of such interest or Additional
          Amounts is lawful, interest upon overdue interest or Additional
          Amounts at the rate borne by the Notes of such series; and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel; and

          (ii) all Events of Default with respect to the Notes of such series,
     other than the non-payment of the principal of Notes of such series which
     have become due solely by such declaration of acceleration, have been cured
     or waived as provided in Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:



                                       35


<PAGE>



          (i) default is made in the payment of any interest on any Notes when
     such interest becomes due and payable and such default continues for a
     period of 30 days, or

          (ii) default is made in the payment of the principal of any Notes at
     the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Notes, the whole amount then due and payable on
such Notes for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and on
any overdue interest, at the rate borne by the Notes and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sum so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Notes, wherever situated.

     If an Event of Default with respect to Notes of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of the Notes of such series by such
judicial proceedings as the Trustee shall deem appropriate to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

     SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Notes or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest or Additional Amounts) shall be entitled and empowered, by
intervention in such proceeding or otherwise,



                                       36


<PAGE>



          (i) to file and prove a claim for the whole amount of principal and
     interest and Additional Amounts owing and unpaid in respect of the Notes
     and to file such other papers and documents as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for the reasonable compensation, expenses, disbursements and advances of
     the Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee or to which it may become entitled under Section 6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided that the Trustee
may, on behalf of the Holders, vote for the election of a Trustee in bankruptcy
or similar official proceeding, and be a member of a creditors' or other similar
committee.

     SECTION 5.05. Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or the Notes may be prosecuted
by the Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes
in respect of which such judgment has been recovered.

     SECTION 5.06. Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, interest or Additional Amounts, upon presentation
of the Notes and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:



                                       37


<PAGE>



     First: To the payment of all amounts due the Trustee under Section 6.07;

     Second: To the payment of the amounts then due and unpaid for principal of,
interest and Additional Amounts on the Notes in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Notes for
principal, interest and Additional Amounts, respectively; and

     Third: To the payment of the remainder, if any, to the Company or any other
Person lawfully entitled thereto.

         SECTION 5.07.  Limitation on Suits. No Holder of any Note of any series
shall have any right to institute any  proceeding,  judicial or otherwise,  with
respect to this Indenture,  or for the appointment of a receiver or trustee,  or
for any other remedy hereunder, unless:

          (i) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Notes of such series;

          (ii) the Holders of not less than 50% in principal amount of the
     Outstanding Notes of such series shall have made written request to the
     Trustee to institute proceedings in respect of such Event of Default in its
     own name as Trustee hereunder;

          (iii) such Holder or Holders have offered to the Trustee indemnity
     reasonably acceptable to the Trustee against the costs, expenses and
     liabilities to be incurred in compliance with such request;

          (iv) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceedings; and

          (v) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Notes of such series.

It being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the right of any other such
Holders of Notes of such series, or to obtain or to seek to obtain priority or
preference over any other such Holders or to enforce any right under this
Indenture, except in the



                                       38


<PAGE>



manner herein provided and for the equal and ratable benefit of all such Holders
of Notes.

     SECTION 5.08. Unconditional Right of Holders to Receive Principal and
Interest. Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and (subject to Section 3.08) interest on, and any
Additional Amounts with respect to, such Note on the respective Stated
Maturities expressed in such Note (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment
and such rights shall not be impaired without the consent of such Holder.

     SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

     SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in the last paragraph of Section 3.07, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

     SECTION 5.12. Control by Holders. The Holders of a majority in principal
amount of the Outstanding Notes of any series shall have the right to direct the




                                       39

<PAGE>



time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Notes of such series, provided that:

          (i) such direction shall not be in conflict with any rule of law or
     with this Indenture or with such Notes and the Trustee shall have been
     offered reasonably acceptable indemnity as therein provided;

          (ii) the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction; and

          (iii) subject to Section 6.01, the Trustee need not take any action
     which might be prejudicial to the Holders of such series not consenting.

     SECTION 5.13. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Notes of any series may on
behalf of the Holders of all the Notes of such series waive any past default
hereunder with respect to such series and its consequences, except a default:

          (i) in the payment of the principal of or interest on any Note of such
     series, or

          (ii) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Note of such series affected.

     Upon any such waiver, such default shall cease to exist with respect to
such series, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

     SECTION 5.14. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding



                                       40


<PAGE>



Notes of any series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of or interest on any Note on or after the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 5.15. Waiver of Stay or Extension Laws. Each of the Company and the
Guarantors covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and each of the Company and the Guarantors (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.



                                    ARTICLE 6
                                   THE TRUSTEE

     SECTION 6.01. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default,

          (i) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.



                                       41


<PAGE>




     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct; except that:

          (i) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding Notes
     of any series relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture with respect to
     the Notes of such series; and

          (iv) no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 6.02. Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to the Notes of any series, the Trustee shall
transmit by mail to all Holders of Notes of such series, as their names and
addresses appear in the Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders
of Notes of such series; and provided, further, that in the case of any default
of the character specified in Section 5.01(c) with respect to the Notes of such
series no such notice to Holders



                                       42


<PAGE>



shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Notes of such series.

     SECTION 6.03. Certain Rights of Trustee. Subject to the provisions of
Section 6.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

     (d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee indemnity reasonably acceptable to the Trustee against the costs,
expenses and liabilities which might be incurred by it or the counsel or agents
in compliance with such request or direction;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit; and



                                       43


<PAGE>




     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

     SECTION 6.04. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes or the Guarantees, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Notes and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Notes or the
proceeds thereof.

     SECTION 6.05. May Hold Notes. The Trustee, any Authenticating Agent, any
Paying Agent, any Note Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Note Registrar or such other agent.

         SECTION  6.06.  Money  Held in  Trust.  Except as  otherwise  expressly
provided  herein,  money  held by the  Trustee  in trust  hereunder  need not be
segregated  from other funds  except to the extent  required by law. The Trustee
shall be under no liability  for interest on any money  received by it hereunder
except as otherwise agreed with the Company.

     SECTION 6.07. Compensation and Reimbursement. The Company agrees:

          (i) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder;

          (ii) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such



                                       44


<PAGE>



     expense, disbursement or advance as may be attributable to its negligence
     or bad faith; and

          (iii) to indemnify the Trustee for, and to hold it harmless against,
     any loss, liability or expense, including reasonable expenses of counsel,
     incurred without negligence or bad faith on its part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder, except to the extent that any such loss,
     liability or expense was due to the Trustee's negligence or bad faith.

     SECTION 6.08. Intentionally Left Blank.

     SECTION 6.09. Corporate Trustee Required; Eligibility. (a) There shall at
all times be a Trustee hereunder which shall:

          (i) be a Corporation organized and doing business under the laws of
     the United States of America, any State thereof or the District of Columbia
     authorized under such laws to exercise corporate trust powers;

          (ii) be eligible under Section 310(a) of the Trust Indenture Act to
     act as trustee under an indenture qualified under the Trust Indenture Act;
     and

          (iii) have a combined capital and surplus of at least $100,000,000 and
     subject to supervision or examination by federal or state authority.

     If such Corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

     (b) The following Indenture shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: the indenture dated as of May 15, 1989 between
Federal Express Corporation and the Bank of New York, as successor Trustee.



                                       45



<PAGE>



     SECTION 6.10. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11. The indemnities existing in favor of the Trustee
hereunder shall survive the Trustee's resignation or removal or termination of
this Indenture.

     (b) The Trustee may resign at any time with respect to the Notes of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 6.11 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Notes of such series.

     (c) The Trustee may be removed at any time with respect to the Notes of any
series by the Company or by Act of the Holders of a majority in principal amount
of the Outstanding Notes of such series, delivered to the Trustee, and to the
Company in the case of an Act of the Holders.

     (d) If at any time:

          (i) the Trustee shall fail to comply with the obligations imposed upon
     it under Section 310(b) of the Trust Indenture Act with respect to the
     Notes after written request therefor by the Company or by any Holder who
     has been a bona fide Holder of a Note for at least six months;

          (ii) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder; or

          (iii) the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee with respect to
all Notes or the Notes of such series, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of such Holder and all others similarly situated, petition any court of
competent



                                       46


<PAGE>



jurisdiction for the removal of the Trustee with respect to all Notes of such
series and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Notes of one or more series, the Company shall promptly appoint a
successor Trustee or Trustees with respect to the Notes of that or those series
(it being understood that any such successor Trustee may be appointed with
respect to the Notes of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Notes of any particular
series).

     If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Notes of any
series shall be appointed by Act of the Holders of 75% in principal amount of
the Outstanding Notes of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Notes of such series and
supersede the successor Trustee appointed by the Company.

     If no successor Trustee with respect to the Notes of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Note of such series for at least six months may, on behalf of such Holder and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Notes of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Notes of any series and each appointment of a
successor Trustee with respect to the Notes of any series by mailing written
notice of such event by first-class mail, postage prepaid, to all Holders of
Notes of such series as their names and addresses appear in the Register. Each
notice shall include the name of the successor Trustee with respect to the Notes
of such series and the address of its Corporate Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Notes, every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor



                                       47


<PAGE>



Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Notes of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Notes of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which,

          (i) shall contain such provisions as shall be necessary or desirable
     to transfer and confirm to, and to vest in, each successor Trustee all the
     rights, powers, trusts and duties of the retiring Trustee with respect to
     the Notes of that or those series to which the appointment of such
     successor Trustee relates,

          (ii) if the retiring Trustee is not retiring with respect to all
     Notes, shall contain such provisions as shall be deemed necessary or
     desirable to confirm that all the rights, powers, trusts and duties of the
     retiring Trustee with respect to the Notes of that or those series as to
     which the retiring Trustee is not retiring shall continue to be vested in
     the retiring Trustee, and

          (iii) shall add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee.

It being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

     Upon the execution and delivery of such supplemental indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Notes of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Notes of that
or those series to which the appointment of such successor Trustee relates.



                                       48


<PAGE>



     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

     (d) No successor Trustee shall accept its appointment unless at the time of
such a acceptance such successor Trustee shall be qualified and eligible under
this Article.

     SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.
Any Corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any Corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. Notwithstanding the foregoing, at the request of the
Trustee, the parties shall execute and deliver such writings as the Trustee
reasonably may request to reflect such succession. In case any Notes shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes.

     SECTION 6.13. Preferential Claims. Reference is made to Section 311 of
the Trust Indenture Act.  For purposes of Section 311(b)(4) and (6) of such Act:

          (i) "cash transaction" means any transaction in which full payment for
     goods or securities sold is made within seven days after delivery of the
     goods or securities in currency or in checks or other orders drawn upon
     banks or bankers and payable upon demand; and

          (ii) "self-liquidating paper" means any draft, bill of exchange,
     acceptance or obligation which is made, drawn, negotiated or incurred by
     the Company for the purpose of financing the purchase, processing,
     manufacturing, shipment, storage or sale of goods, wares or merchandise and
     which is secured by documents evidencing title to, possession of, or a lien
     upon, the goods, wares or merchandise or the receivables or proceeds
     arising from the sale of the goods, wares or merchandise previously
     constituting the security, provided the security is received by the Trustee
     simultaneously with the creation of the creditor relationship with the



                                       49


<PAGE>



     Company arising from the making, drawing, negotiating or incurring of the
     draft, bill of exchange, acceptance or obligation.

     SECTION 6.14. Appointment of Authenticating Agent. At any time when any of
the Notes remain Outstanding the Trustee may appoint an Authenticating Agent or
Agents with respect to one or more series of Notes which shall be authorized to
act on behalf of the Trustee to authenticate Notes of such series issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.07, and Notes so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in the Indenture to the authentication and delivery of Notes by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.

     Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a Corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

     Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided that such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving 30 days' written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice




                                       50

<PAGE>



thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of Notes
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.07.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Notes of such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

          This is one of the Notes of the series designated therein
     referred to in the within-mentioned Indenture.


     THE BANK OF NEW YORK, as
     Trustee


     By:
             As Authenticating Agent


     By:
              Authorized Signatory




                                    51



<PAGE>



                                 ARTICLE 7
             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.01. Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee
with respect to the Notes of each series:

          (i) semi-annually, not later than each Interest Payment Date for such
     series a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of the preceding Regular Record Date
     therefor, and

          (ii) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

provided, however, that so long as the Trustee is the Note Registrar no such
list shall be required to be furnished.

     SECTION 7.02. Preservation of Information; Communications to Holders. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders of the Notes of each series contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of such Holders received by the Trustee in its capacity as
Note Registrar. The Trustee may destroy any list of the Holders of Notes of any
series furnished to it as provided in Section 7.01 upon receipt of a new list of
such Holders.

     (b) If three or more Holders of Notes of any series (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Note of such series for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Notes of such series with respect to their rights under this Indenture or
under the Notes of such series and is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such application,
at its election, either:

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a) with respect to the
     Notes of such series, or



                                       52


<PAGE>




          (ii) inform such applicants as to the approximate number of Holders of
     Notes of such series whose names and addresses appear in the information
     preserved at the time by the Trustee in accordance with Section 7.02(a),
     and as to the approximate cost of mailing to such Holders the form of proxy
     or other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Notes of such series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a) a copy of the form or proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

     (c) Every Holder of Notes, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 7.02(b).

     SECTION 7.03. Reports by Trustee. (a) Within 60 days after March 1 of each
year commencing with the year 2002, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Register, a brief report
dated as of such March 1, if any, as may be required by Section 313(a) of the
Trust Indenture Act.



                                       53


<PAGE>



     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any Notes
are listed, with the Commission and with the Company. The Company will notify
the Trustee when any Notes are listed on any stock exchange.

     SECTION 7.04. Reports by Company and the Guarantors. The Company and the
Guarantors shall:

     (a) file with the Trustee, within 15 days after the Company or any
Guarantor is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports which the Company or
any Guarantor may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company or
any Guarantor is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations;

     (b) If the Company or a Guarantor is no longer required (or is not
required, as the case may be) to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, then it shall promptly furnish or cause to
be furnished such information as is specified pursuant to Rule 144A(d)(4) under
the Securities Act of 1933 (or any successor provision thereto) to such Holder
or to a prospective purchaser of a Note who is designated by such Holder and is
a qualified institutional buyer (as defined in Rule 144A), upon the request of
such Holder or prospective purchaser, in order to permit compliance by such
Holder with Rule 144A under the Securities Act of 1933.

     (c) file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

     (d) transmit by mail to all Holders, as their names and addresses appear in
the Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (a) through (c) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.



                                       54


<PAGE>






                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.01. Company May Consolidate, Etc. on Certain Terms. The Company
shall not in a single transaction or a series of related transactions,
consolidate with or merge into any other Person or permit any other Person to
consolidate with or merge into the Company unless:

     (a) in case the Company shall consolidate with or merge into another
Corporation or convey, transfer or lease its properties and assets as, or
substantially as, an entirety to any Person, the Corporation formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance, transfer, or lease the properties and assets of the Company, as,
or substantially as, an entirety shall be a Corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of, interest on and any
Additional Amounts with respect to all the Notes and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

     (b) immediately after giving effect to such transaction, no Event of
Default, or event which after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing; and

     (c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

     SECTION 8.02. Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other Corporation or any
conveyance, transfer or lease of the properties and assets of the Company as, or
substantially as, an entirety to any Person in accordance with Section 8.01, the
successor Corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Corporation has
been named as the Company herein, and thereafter,



                                       55


<PAGE>



except in the case of a lease to another Person, the predecessor Corporation
shall be relieved of all obligations and covenants under this Indenture and the
Notes.



                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders, the Company, the Guarantors and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

     (a) to evidence the succession of another Person to the Company or any
Guarantor and the assumption by any such successor of the covenants of the
Company or such Guarantor herein and in the Notes or such Guarantee, as the case
may be;

     (b) to add to the covenants of the Company or any Guarantor for the benefit
of the Holders of all or any series of Notes (and, if such covenants are to be
for the benefit of less than all series of Notes, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company or any Guarantor;

     (c) to add any additional Events of Default with respect to Notes of any or
all series;

     (d) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Note Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;

     (e) to secure the Notes of any or all series;

     (f) to add new Guarantors pursuant to Section 12.03.

     (g) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided such action shall not adversely affect the interests of the Holders of
Notes of any series in any material respect;



                                       56



<PAGE>



     (h) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Notes of one or more series and to add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11(b);

     (i) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Notes, as herein set forth;

     (j) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Notes pursuant to Article Thirteen, provided that no such supplement
shall materially adversely affect the interest of the Holders of any Notes then
Outstanding; or

     (k) to amend or supplement any provision contained herein or in any
supplemental indenture, provided that no such amendment or supplement shall
materially adversely affect the interest of the Holders of any Notes then
Outstanding.

     SECTION 9.02. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of a majority in principal amount of the Outstanding
Notes of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company, the Guarantors, and the Trustee, the Company,
the Guarantors and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Notes of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected thereby,

     (a) change the Stated Maturity of the principal of, or any installment of
interest on, any such Note, or reduce the principal amount thereof or any
interest thereon, or change any Place of Payment where, or the currency in
which, any such Note or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date);

     (b) reduce the percentage in principal amount of the Outstanding Notes of
any series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of those Holders is required for any waiver (of



                                       57


<PAGE>



compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture; or

     (c) modify any of the provisions of this Section or Section 5.13, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby.

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Notes, or which modifies the rights
of the Holders of Notes of such series with respect to such covenant or the
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Notes or any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     SECTION 9.06. Reference in Notes to Supplemental Indentures. Notes of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such



                                       58


<PAGE>



supplemental indenture. If the Company shall so determine, new Notes of any
series so modified as to conform, in the opinion of the Trustee and the Company,
to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Notes
of such series.



                                   ARTICLE 10
                                    COVENANTS

     SECTION 10.01. Payment of Principal, Interest and Additional Amounts. The
Company covenants and agrees for the benefit of the Holders of each series of
Notes that it will duly and punctually pay the principal of and interest on and
any Additional Amounts with respect to the Notes of that series in accordance
with the terms of the Notes and this Indenture.

     SECTION 10.02. Maintenance of Office or Agency. The Company will maintain
in each Place of Payment for any series of Notes an office or agency where Notes
of such series may be presented or surrendered for registration or transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes of such series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Notes of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     SECTION 10.03. Money for Notes Payments to Be Held in Trust. If the Company
shall at any time act as its own Paying Agent with respect to any series of
Notes, it will, on or before each due date of the principal of or interest on
any of the Notes of such series, segregate and hold in trust for the benefit of
the



                                       59


<PAGE>



Persons entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Notes, it will, on or before each due date of the principal of or interest on
any Notes of such series, deposit with a Paying Agent a sum sufficient to pay
the principal or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

     The Company will cause each Paying Agent for any series of Notes other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:

          (i) hold all sums held by it for the payment of the principal of or
     interest on Notes of such series in trust for the benefit of the Persons
     entitled thereto until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided;

          (ii) give the Trustee notice of any default by the Company (or any
     other obligor upon the Notes of such series) in the making of any payment
     of principal or interest on the Notes of such series; and

          (iii) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or received by
the Trustee (or another trustee satisfying the requirements of Section 6.09) in
respect of Government Obligations deposited with the Trustee (or such other



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<PAGE>



trustee) pursuant to Section 13.04, or then held by the Company, in trust for
the payment of the principal of or interest on any Note of any series and
remaining unclaimed for two years after such principal or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust. The Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

     The Trustee or such Paying Agent, before being required to make any such
repayment, shall publish, at the Company's expense, in the English language, in
a newspaper customarily published on each Business Day and of general
circulation in the City of New York, New York, or to be mailed to such Holder,
or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the earlier of the
date of such publication or such mailing, any unclaimed balance of such money
then remaining will be repaid to the Company.

     SECTION 10.04. Corporate Existence. Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the foregoing shall not obligate the Company
to preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of its business and
that the loss thereof is not disadvantageous in any material respect to any
Holder.

     SECTION 10.05. Statement as to Default. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, an Officers'
Certificate, stating as to each signer thereof that he or she is familiar with
the affairs of the Company and whether or not to such officer's knowledge the
Company is in compliance (without regard to any period of grace or requirement
of notice) with all conditions and covenants of this Indenture. The officer
executing such certificate shall be the Company's principal executive, finance
or accounting officer and such certificate need not comply with Section 1.02 of
this Indenture.

     SECTION 10.06. Additional Amounts. The Company will, subject to the
exceptions and limitations set forth below, pay as additional interest on the
Notes such Additional Amounts ("Additional Amounts") as are necessary so that
the net payment by the Company or any Paying Agent of the principal of and
interest on the Notes to a person that is not a United States Holder, after
deduction for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein, imposed by



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withholding with respect to such payment, will not be less than the amount that
would have been payable in respect of such Notes had no such withholding or
deduction been required.

     The obligation of the Company to pay Additional Amounts shall not apply:

     (1) to a tax, assessment or governmental charge that is imposed or withheld
solely because the Holder, or a fiduciary, settlor, beneficiary, member or
shareholder of the Holder if the holder is an estate, trust, partnership or
corporation, or a Person holding a power over an estate or trust administered by
a fiduciary Holder:

          (a) is or was present or engaged in trade or business in the United
     States or has or had a permanent establishment in the United States;

          (b) has a current or former relationship with the United States,
     including a relationship as a citizen or resident thereof;

          (c) is or has been a foreign or domestic personal holding company, a
     passive foreign investment company or a controlled foreign corporation with
     respect to the United States or a corporation that has accumulated earnings
     to avoid United States federal income tax; or

          (d) is or was a "10-percent shareholder" of the Company as defined in
     section 871(h)(3) of the United States Internal Revenue Code or any
     successor provision;

     (2) to any Holder that is not the sole beneficial owner of such Notes, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that the beneficial owner, a beneficiary or settlor with respect to the
fiduciary, or a member of the partnership would not have been entitled to the
payment of such Additional Amounts had such beneficial owner, beneficiary,
settlor or member received directly its beneficial or distributive share of the
payment;

     (3) to a tax, assessment or governmental charge that is imposed or withheld
solely because the Holder or any other Person failed to comply with
certification, identification or information reporting requirements concerning
the nationality, residence, identity or connection with the United States of the
Holder or beneficial owner of such Notes, if compliance is required by statute,
by regulation of the United States Treasury Department or by an applicable
income



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tax treaty to which the United States is a party as a precondition to exemption
from such tax, assessment or other governmental charge;

     (4) to a tax, assessment or governmental charge that is imposed other than
by withholding by the Company or a Paying Agent from such payment;

     (5) to a tax, assessment or governmental charge that is imposed or withheld
solely because of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later;

     (6) to an estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental charge;

     (7) to any tax, assessment or other governmental charge any Paying Agent
must withhold from any payment of principal of or interest on any Note, if such
payment can be made without such withholding by any other Paying Agent; or

     (8) in the case of any combination of the above items.

     SECTION 10.07. Application of Proceeds upon Release of a 10% Subsidiary
Guarantor. The Company will not enter into any transaction which would result in
the release pursuant to Section 12.04 of the Guarantee of any Guarantor which
would be a 10% Subsidiary Guarantor on the date such Guarantee is released,
unless at least 75% of the proceeds from such transaction consist of any
combination of: (i) cash (including assumption by the acquiror of any
Indebtedness of the Company or its subsidiaries) or Readily Marketable
Securities, (ii) property or assets (other than current assets) of a nature or
type similar or related to the nature or type of the property or assets of the
Company and its subsidiaries existing on the date such transaction is
consummated and (iii) interests in companies or businesses having property or
assets or engaged in businesses similar or related to the nature or type of the
property or assets of the Company and its subsidiaries on the date such
transaction is consummated. In the event that the net proceeds from the sale or
other disposition of a 10% Subsidiary Guarantor consist of cash or Readily
Marketable Securities, the Company shall apply, within 12 months of the
consummation of such sale or other disposition, an amount equal to 100% of the
fair market value, as determined in good faith by the Company's Board of
Directors, of such net proceeds to (i) repay unsubordinated Indebtedness of the
Company or any Guarantor, in each case owing to a person other than an Affiliate
of the Company or (ii) invest in property or assets (other than current assets)
of a nature or type similar or related to the nature or type of the property or
assets of the Company and its subsidiaries existing on the date of



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such investment or (iii) invest in a company or business having property or
assets or engaged in a business similar or related to the nature or type of the
property or assets of FedEx and its subsidiaries on the date of such investment.

                                   ARTICLE 11
                               REDEMPTION OF NOTES

     SECTION 11.01. Redemption Upon a Tax Event. If (a) the Company becomes or
will become obligated to pay Additional Amounts in accordance with Section 10.06
as a result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in, or
amendments to, any official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after February 6, 2001, or (b) a taxing authority of the
United States takes an action on or after February 6, 2001, whether or not with
respect to the Company or any of its Affiliates, that results in a substantial
probability that the Company will or may be required to pay such Additional
Amounts, then the Company may, at its option, redeem, as a whole, but not in
part, the Notes of any series on any Interest Payment Date, at a Redemption
Price equal to 100% of their principal amount, together with interest accrued
thereon to the Redemption Date; provided that the Company determines, in its
business judgment, that the obligation to pay such Additional Amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to clause
(b) above may be made unless the Company delivers to the Trustee (i) an opinion
of independent U.S. tax counsel of recognized standing to the effect that an act
taken by a taxing authority of the United States results in a substantial
probability that the Company will or may be required to pay such Additional
Amounts and (ii) an Officers' Certificate stating that, based on such opinion,
the Company is entitled to redeem the Notes pursuant to their terms.

     SECTION 11.02. Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Notes to be redeemed. Failure to
give notice by mailing in the manner herein provided to the Holder of any Notes
designated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Notes or portion thereof.

     All notices of redemption shall state:

          (i) the Redemption Date;



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          (ii) the Redemption Price;

          (iii) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Note to be redeemed and that interest thereon
     will cease to accrue on and after said date;

          (iv) the place or places where such Notes are to be surrendered for
     payment of the Redemption Price;

          (v) the CUSIP Number or the Euroclear or Clearstream reference numbers
     of such Notes, if any (or any other numbers used by a Depositary to
     identify such Notes); and

          (vi) that, unless the Company or the Guarantors default in paying the
     Redemption Price, interest will cease to accrue on the Notes called for
     redemption on the Redemption Date.

     Notice of redemption of Notes to be redeemed shall be given by the Company
or, on Company Request, by the Trustee at the expense of the Company.

     SECTION 11.03. Deposit of Redemption Price. On or before any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and accrued interest on, all the Notes which are to be redeemed on
that date.

     SECTION 11.04. Notes Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company or the Guarantors
shall default in the payment of the Redemption Price) such Notes shall cease to
bear interest. Upon surrender of any such Note for redemption in accordance with
said notice, such Note shall be paid by the Company or the Guarantors at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Notes, or
one or more Predecessor Notes, registered as such at the close of business on
the relevant Regular or Special Record Dates according to their terms and the
provisions of Section 3.08.



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     If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate borne by the Note.



                                   ARTICLE 12
                               GUARANTEE OF NOTES

     SECTION 12.01. Unconditional Guarantee. Each of the Guarantors hereby fully
and unconditionally, jointly and severally, guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company to the Holders or the Trustee
hereunder or thereunder, that: (a) the principal of and interest and Additional
Amounts, if any, on the Notes will be duly and punctually paid in full when due,
whether at maturity, upon redemption, by acceleration or otherwise, and interest
on the overdue principal and (to the extent permitted by law) interest, if any,
on the Notes and all other obligations of the Company or the Guarantors to the
Holders or the Trustee hereunder or thereunder (including fees, expenses or
other) and all other obligations under the Indenture or the Notes will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations under the Indenture or the Notes or any
change in the time, manner or place of payment of, or in any other term in
respect thereof, or waiver of or consent to any departure from any other
agreement relating to any obligations under the Indenture or the Notes, the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at Stated Maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed, or failing
performance of any other obligation of the Company to the Holders, for whatever
reason, the Guarantors shall be obligated to pay, or to perform or cause the
performance of, the same immediately. An Event of Default under this Indenture
or the Notes shall constitute an event of default under this Guarantee and shall
entitle the Holders of Notes to accelerate the obligations of the Guarantors
hereunder in the same manner and to the same extent as the obligations of the
Company.

     The Guarantors hereby agree that their obligations hereunder shall be
absolute and unconditional, not subject to any reduction, limitation,
impairment, termination, defense, offset, counterclaim or recoupment whatsoever
(all of which are expressly hereby waived by the Guarantors) whether by reason
of any claim of any character whatsoever, including, without limitation, any
claim of waiver, release, surrender, alteration or compromise, or by reason of
any liability at any



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time to any Guarantor or otherwise, whether based upon any obligations or any
other agreement or otherwise, and howsoever arising, whether out of action or
inaction or otherwise and whether resulting from default, willful misconduct,
negligence or otherwise, and without limiting the foregoing, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same, any release or
amendment or waiver of or consent to any departure from or failure to enforce
any other guarantee, for all or any of the Notes or other obligations under this
Indenture, whether or not a Guarantee is affixed to any particular Note, any
insolvency, bankruptcy, reorganization or dissolution, or any other proceeding
of the Company, or any Guarantor, including, without limitation, rejection of
any Guarantee in such bankruptcy or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor.

     Each Guarantor hereby waives the benefit of diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, this Indenture and this Guarantee. This
Guarantee is a guarantee of payment and not of collection. If any Holder or the
Trustee is required by any court or otherwise to return to the Company or to the
Guarantors, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, this Guarantee to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between it, on the one hand, and the
Holders of Notes and the Trustee, on the other hand (a) subject to this Article
Twelve, the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article Five hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (b) in the
event of any acceleration of such obligations as provided in Article Five
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of this Guarantee.

     SECTION 12.02. Execution and Delivery of Guarantee. To further evidence the
Guarantee, set forth in Section 12.01, each Guarantor hereby agrees that a
notation of such Guarantee shall be endorsed on each Note authenticated and
delivered by the Trustee and executed by either manual or facsimile signature of
an Officer of such Guarantor.



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     The Guarantors hereby agree that its Guarantee set forth in Section 12.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Guarantee.

     If an Officer of the Guarantor whose signature is on this Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates such
Note or at any time thereafter, such Guarantor's Guarantee of such Note shall be
valid nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantors.

     SECTION 12.03. Future Guarantors. The Company and the Guarantors covenant
and agree that they shall cause each Person that is or becomes a Guarantor
hereunder to execute and deliver to the Trustee an indenture supplemental
hereto, substantially in the form of Exhibit A hereto, evidencing the same.

     SECTION 12.04. Release of a Guarantor. Upon the sale, exchange, transfer or
other disposition (by merger or otherwise), other than a lease, of a Guarantor,
or of all of the Capital Stock of a Guarantor, or all, or substantially all, the
assets of a Guarantor, to any Person that is not an Affiliate of the Company,
such Guarantor shall be deemed to be automatically and unconditionally released
and discharged from all its obligations under its Guarantee and under this
Article Twelve without any further action required on the part of the Trustee or
any Holder. The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request of the Company accompanied by an Officers'
Certificate certifying as to the compliance with this Section.

     SECTION 12.05. Waiver of Subrogation. Until this Indenture is discharged
and all of the Notes are discharged and paid in full, each Guarantor hereby
irrevocably waives and agrees not to exercise any claim or other rights which it
may now or hereafter acquire against the Company that arise from the existence,
payment, performance or enforcement of the Company's obligations under the Notes
or this Indenture and such Guarantor's obligations under this Guarantee and this
Indenture, in any such instance including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, and any
right to participate in any claim or remedy against the Company, whether or not
such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim or other rights.
If any



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amount shall be paid to any Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in the trust for the benefit of, the Holders of the Notes,
and shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied to the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
12.05 is knowingly made in contemplation of such benefits.

     SECTION 12.06. Reliance on Judicial Order or Certificate of Liquidating
Agent Regarding Dissolution, etc. of Guarantors . Upon any payment or
distribution of assets of any Guarantor referred to in this Article Twelve, the
Trustee, subject to the provisions of Section 6.01, and the Holders, shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding-up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders,
for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the amount thereof or payable thereon, the amounts or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Twelve.

     SECTION 12.07. Limitation of Guarantor's Liability . Each Guarantor, and by
its acceptance hereof each Holder, hereby confirms that it is the intention of
all such parties that the Guarantee by such Guarantor pursuant to its Guarantee
does not constitute a fraudulent transfer or conveyance for purposes of title 11
of the United States Code, as amended, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of the Guarantor under this Guarantee
shall be limited to the maximum amount which, after giving effect to all other
contingent and fixed liabilities of the Guarantor, will result in the
obligations of the Guarantor under its Guarantee not constituting such
fraudulent transfer or conveyance.

     SECTION 12.08. Obligations Reinstated. The obligations of each Guarantor
hereunder shall continue to be effective or shall be reinstated, as the case may
be, if at any time any payment which would otherwise have reduced the



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obligations of such Guarantor hereunder (whether such payment shall have been
made by or on behalf of the Company is rescinded or reclaimed from any of the
Holders upon the insolvency, bankruptcy, liquidation or reorganization of the
Company or such Guarantor or otherwise, all as though such payment had not been
made. If demand for, or acceleration of the time for, payment by the Company is
stayed upon the insolvency, bankruptcy, liquidation or reorganization of the
Company, all such Indebtedness otherwise subject to demand for payment or
acceleration shall nonetheless be payable by each Guarantor as provided herein.

     SECTION 12.09. No Obligation to Take Action Against the Company. Neither
the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies or to take any other steps under any security for the
obligations under this Indenture or against the Company or any other Person or
any property of the Company or any other Person before the Trustee is entitled
to demand payment and performance by any Guarantor of its liabilities and
obligations under its Guarantee or under this Indenture.



                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 13.01. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. If pursuant to Section 3.01 provision is made
for either or both of (a) defeasance of the Notes of a series under Section
13.02 or (b) covenant defeasance of the Notes of a series under Section 13.03 to
apply to Notes of any series, then the provisions of such Section or Sections,
as the case may be, together with the other provisions of this Article Thirteen,
shall be applicable to the Notes of such series, and the Company may at its
option, at any time, with respect to the Notes of such series, elect to have
either Section 13.02 (if applicable) or Section 13.03 (if applicable) be applied
to the Outstanding Notes of such series upon compliance with the conditions set
forth below in this Article Thirteen.

     SECTION 13.02. Defeasance and Discharge. Upon the Company's exercise of the
above option applicable to this Section, the Company and the Guarantors shall be
deemed to have been discharged from their respective obligations with respect to
the Outstanding Notes of such series on the date the conditions set forth below
are satisfied (hereinafter, "defeasance").

     For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Outstanding
Notes of such series and to have satisfied all its other obligations



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under such Notes and this Indenture insofar as such Notes are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder:

     (a) the rights of Holders of Outstanding Notes of such series to receive,
solely from the trust fund described in Section 13.04 and as more fully set
forth in such Section, payments in respect of the principal of and interest on
and Additional Amounts, if any, with respect to, such Notes when such payments
are due;

     (b) the Company's obligations with respect to such Notes under Sections
3.04, 3.05, 3.07, 6.07, 10.02, 10.03 and 10.06 (but only to the extent that any
Additional Amounts payable exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 13.04(a) below);

     (c) the rights, powers, trusts, duties and immunities and other provisions
in respect of the Trustee hereunder; and

     (d) this Article Thirteen.

     Subject to compliance with this Article Thirteen, the Company may exercise
its option under this Section 13.02 notwithstanding the prior exercise of its
option under Section 13.03 with respect to the Notes of such series.

     SECTION 13.03. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section, the Company shall be released from its
obligations under Sections 8.01, 10.05, 12.05, 5.01(c) (as to Sections 8.01 and
10.05), 5.01(d) and 5.01(e) with respect to the Outstanding Notes of such series
on and after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance").

     For this purpose, such covenant defeasance means that, with respect to the
Outstanding Notes of such series, the Company and the Guarantors may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Notes shall be unaffected
thereby. Following a covenant defeasance, payment of the Notes of such series
may not be accelerated because of an Event of Default specified above in this
Section 13.03.



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<PAGE>



     SECTION 13.04. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 13.02 or
Section 13.03 to the Outstanding Notes of such series.

     (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 6.09
who shall agree to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Notes, (A) an amount in Dollars, or (B)
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, within
two weeks of the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of and each installment of interest on the
Outstanding Notes of such series on the Stated Maturity of such principal or
interest in accordance with the terms of this Indenture and of such Notes.
Before such a deposit, the Company may make arrangements satisfactory to the
Trustee for the redemption of any series of Notes at a future date in accordance
with any redemption provisions relating to such series, which shall be given
effect in applying the foregoing.

     (b) No Event of Default or event with which notice of lapse of time or both
would become an Event of Default with respect to the Notes of such series shall
have occurred and be continuing on the date of such deposit and, with respect to
defeasance only, at any time during the period ending on the 123rd day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

     (c) Such defeasance or covenant defeasance shall not cause the Trustee for
the Notes of such series to have a conflicting interest for purposes of the
Trust Indenture Act with respect to any Notes of the Company.

     (d) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound.

     (e) Such defeasance or covenant defeasance shall not cause any Notes of
such series then listed on any registered national securities exchange under the
Securities Exchange Act of 1934, as amended, to be deleted.



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     (f) In the case of an election under Section 13.02, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (y) since the date of this Indenture there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding Notes of
such series will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.

     (g) In the case of an election under Section 13.03, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the Outstanding Notes of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred.

     (h) Such defeasance or covenant defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on the
Company in connection therewith pursuant to Section 3.01.

     (i) The Company shall have delivered to the Trustee an Officers'
Certificate or an Opinion of Counsel, stating that all conditions precedent
provided for in the Indenture relating to either the defeasance under Section
13.02 or the covenant defeasance under Section 13.03 (as the case may be) have
been complied with.

     SECTION 13.05. Deposited Money and Government Obligations to be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last two
paragraphs of Section 10.03, all money and Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee --
collectively, for purposes of this Section, the "Trustee") pursuant to Section
13.04 in respect of the Outstanding Notes of such series shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent (but
not including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal and interest and Additional Amounts, if any, but
such money need not be segregated from other funds except to the extent required
by law.



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     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Notes of such series.

     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
13.04 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.



                                       74


<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written.


                                            FEDEX CORPORATION, Issuer
Attest:

By: /s/ Andrew M. Paalborg                  By: /s/ Burnetta B. Williams
   --------------------------------            --------------------------------
   Name:  Andrew M. Paalborg                   Name:  Burnetta B. Williams
   Title: Assistant Secretary                  Title: Staff Vice President and
                                                        Assistant Treasurer



                                            FEDERAL EXPRESS CORPORATION, as
                                               Guarantor
Attest:

By: /s/ Andrew M. Paalborg                  By: /s/ Tracy G. Schmidt
   --------------------------------            --------------------------------
   Name:  Andrew M. Paalborg                   Name:  Tracy G. Schmidt
   Title: Assistant Secretary                  Title: Senior Vice President and
                                                        Chief Financial Officer



                                            FEDEX GROUND PACKAGE SYSTEM,
                                              INC., as Guarantor
Attest:

By: /s/ Andrew M. Paalborg                  By: /s/ Daniel J. Sullivan
   --------------------------------            --------------------------------
   Name:  Andrew M. Paalborg                   Name:  Daniel J. Sullivan
   Title: Assistant Secretary                  Title: President and Chief
                                                        Executive Officer



                                            FEDEX CUSTOM CRITICAL, INC., as
                                               Guarantor
Attest:

By: /s/ Andrew M. Paalborg                  By: /s/ Brendan L. O'Sullivan
   --------------------------------            --------------------------------
   Name:  Andrew M. Paalborg                   Name:  Brendan L. O'Sullivan
   Title: Assistant Secretary                  Title: Vice President, Finance
                                                        and CFO



                                     75
<PAGE>


                                            VIKING FREIGHT, INC., as Guarantor
Attest:

By: /s/ Richard S. Goldaber                 By: /s/ Tilton G. Gore
   --------------------------------            --------------------------------
   Name:  Richard S. Goldaber                  Name:  Tilton G. Gore
   Title: VP and General Counsel               Title: President and CEO



                                            THE BANK OF NEW YORK, as Trustee


                                            By: /s/ Stefan Victory
                                               --------------------------------
                                               Name:  Stefan Victory
                                               Title: Agent



                                       76


<PAGE>



                                                                       EXHIBIT A


                          FEDEX CORPORATION, as Issuer,
                          THE GUARANTORS NAMED HEREIN,
                      THE ADDITIONAL GUARANTOR NAMED HEREIN
                                       AND
                              THE BANK OF NEW YORK,
                                   as Trustee

                             Supplemental Indenture
                                     No. __

                       6 5/8% Notes due February 12, 2004
                       6 7/8% Notes due February 15, 2006
                       7 1/4% Notes due February 15, 2011

     SUPPLEMENTAL INDENTURE NO. ___, dated as of __________, _____ between FedEx
Corporation, a Delaware Corporation (the "Company"), the Guarantors referred to
in the Indenture defined below, __________ (the "Additional Guarantor") and The
Bank of New York, a New York banking corporation, as Trustee (the "Trustee").

                                    RECITALS

     The Company, the Guarantors and the Trustee have executed and delivered an
Indenture dated as of February 12, 2001, (the "Indenture") to provide for the
issuance of the 6 5/8% Notes due 2004, the 6 7/8% Notes due 2006 and the 7 1/4%
Notes due 2011;

     Section 12.03 of the Indenture provides that each Person who becomes a
Guarantor shall execute a supplemental indenture evidencing the same;

     The Additional Guarantor desires to become a Guarantor under the Indenture;
and

     All acts and proceedings required by law, the Indenture and the
organizational documents of the Company, the Guarantors and the Additional
Guarantor necessary to constitute this Supplemental Indenture No. __ a valid and
binding agreement for the uses and purposes set forth herein have been done and
performed, and the execution and delivery of this Supplemental Indenture No. __
have in all respects been duly authorized.




                                       A-1

<PAGE>



     NOW, THEREFORE, this Indenture witnesseth:

     For and in consideration of the premises and good and valuable
consideration the receipt whereof is hereby acknowledged, it is mutually
covenanted and agreed, for the equal and proportionate benefit of the holders of
the Notes of each series, as follows:



                                    ARTICLE 1
     RELATION TO THE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

     SECTION 1.01. Relation to the Indenture. This Supplemental Indenture No.
___ constitutes an integral part of the Indenture.

     SECTION 1.02. Definitions and Other Provisions of General Application. For
all purposes of this Supplemental Indenture No. ___ unless otherwise specified
herein:

     (a) all terms defined in this Indenture which are used and not otherwise
defined herein shall have the meanings they are given in the Indenture; and

     (b) the provisions of general application stated in Section 1.01 of the
Indenture shall apply to this Supplemental Indenture No. __, except that the
words "herein," "hereof," "hereto" and "hereunder" and other words of similar
import refer to this Supplemental Indenture as a whole and not to the Indenture
or any particular Article, Section or other subdivision of the Indenture or this
Supplemental Indenture No. ___.



                                    ARTICLE 2


     SECTION 2.01. Addition of Guarantor. The Additional Guarantor is hereby
made a party to the Indenture as a Guarantor thereunder.




                                       A-2

<PAGE>



                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

     SECTION 3.01. Supplemental Indenture. The Indenture, as supplemented and
amended by this Supplemental Indenture No. __, is in all respects hereby
adopted, ratified and confirmed.

     SECTION 3.02. Effectiveness. This Supplemental Indenture No. __ shall take
effect as of the date hereof.

     SECTION 3.03. Execution by the Trustee. The Trustee has executed this
Supplemental Indenture No. __ only upon the terms and conditions set forth in
the Indenture. Without limiting the generality of the foregoing, the Trustee
shall not be responsible for the correctness of the recitals herein contained,
which shall be taken as the statements of the Company, the Guarantors and the
Additional Guarantor, and the Trustee makes no representation and shall have no
responsibility for, or in respect of, the validity or sufficiency of this
Supplemental Indenture No. __ or the execution hereof by any Person (other than
the Trustee).

     SECTION 3.04. Governing Law. This Supplemental Indenture No. __ shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

     SECTION 3.05. Counterparts. This Supplemental Indenture No. __ may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.






                                       A-3

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. __ to be duly executed, as of the day and year first written
above.

                                            FEDEX CORPORATION
Attest:

By:                                         By:
   --------------------------------            --------------------------------
   Name:                                       Name:
   Title:                                      Title:



                                            FEDERAL EXPRESS CORPORATION
Attest:

By:                                         By:
   --------------------------------            --------------------------------
   Name:                                       Name:
   Title:                                      Title:



                                            FEDEX GROUND PACKAGE SYSTEM,
                                            INC.
Attest:

By:                                         By:
   --------------------------------            --------------------------------
   Name:                                       Name:
   Title:                                      Title:



                                            FEDEX CUSTOM CRITICAL, INC.
Attest:

By:                                         By:
   --------------------------------            --------------------------------
   Name:                                       Name:
   Title:                                      Title:



                                            VIKING FREIGHT, INC.
Attest:

By:                                         By:
   --------------------------------            --------------------------------
   Name:                                       Name:
   Title:                                      Title:



                                       A-4

<PAGE>





                                            [ADDITIONAL GUARANTOR]
Attest:

By:                                         By:
   --------------------------------            --------------------------------
   Name:                                       Name:
   Title:                                      Title:



                                            THE BANK OF NEW YORK, as Trustee


                                            By:
                                               --------------------------------
                                               Name:
                                               Title:



                                   A-5


<PAGE>




                                                                       EXHIBIT B


                         FORM OF FACE OF INDIVIDUAL NOTE

     [If this is a Restricted Individual Note, add: THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
("RULE 144A") UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH
FEDEX CORPORATION OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE
SECURITIES ACT) OF FEDEX CORPORATION WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO FEDEX
CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY
OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS
OR THEIR CONTROL, AND




                                       B-1

<PAGE>



(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX
CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL
SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO FEDEX CORPORATION AND THE TRUSTEE.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.]





                                       B-2

<PAGE>




REGISTERED                                                  PRINCIPAL AMOUNT:

No.                                                         $
    ------------------                                       -------------------

CUSIP NO.
          --------------------


                                FEDEX CORPORATION

                                   % Note due
                                ---           ------

     FedEx Corporation, a Delaware Corporation, (the "Company" which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay              or registered
assigns, the principal sum of                                         DOLLARS

on            ,      (the "Maturity Date") and to pay interest thereon from    ,
      or from the most recent "Interest Payment Date" to which interest has been
paid or duly provided for, semi-annually on           and                of each
year, commencing           ,        , and on the Maturity Date, at the rate of
      % per annum, until the principal hereof is paid or duly provided for;
provided that if any Registration Default with respect to this Note occurs under
the Registration Rights Agreement, then the per annum interest rate on this Note
will increase for the period from the occurrence of such Registration Default
until such time as no Registration Default is in effect with respect to this
Note (at which time the interest rate will be reduced to its initial rate) at a
per annum rate of 0.25% for the first 90-day period following the occurrence of
such Registration Default, and by an additional 0.25% thereafter (up to a
maximum of 0.50%). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the "Regular Record Date" for such
interest, which shall be the         or       (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. [if this Note is
an Original Note, then insert - ; provided that any accrued and unpaid interest
(including any Additional Amounts and additional interest payable upon the
occurrence of a Registration Default) on this Note upon the issuance of an
Exchange Note in exchange for this Note shall cease to be payable to the Holder
hereof and shall be payable on the next Interest Payment Date for such Exchange
Note to the Holder thereof on the related Regular Record Date.] Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a




                                       B-3

<PAGE>



Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee referred to on the reverse hereof, notice of which shall be given to
Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.

     The Company will at all times appoint and maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of and
interest on any Notes of this series on behalf of the Company and having an
office or agency in New York, New York and in such other cities, if any, as the
Company may designate in writing to the Trustee (the "Place of Payment") where
Notes of this series may be presented or surrendered for payment and where
notices, designations or requests in respect for payments with respect to Notes
of this series may be served. The Company has initially appointed The Bank of
New York, 101 Barclay Street, New York, New York 10286, as such Paying Agent.

     Interest payments on this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months. Interest payable on this Note on any
Interest Payment Date and on the Maturity Date will include interest accrued
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for (or from and including February 12, 2001, if no
interest has been paid on this Note) to but excluding such Interest Payment Date
or the Maturity Date, as the case may be.

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day (as defined below), principal or interest payable with
respect to such Interest Payment Date or Maturity Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if
it were paid on the date such payment was due, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be. "Business Day" means any day other
than Saturday, Sunday or other day on which banking institutions in New York or
Tennessee are obligated or authorized by law to close.

     The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.




                                       B-4

<PAGE>



     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.




                                       B-5

<PAGE>





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                                        FEDEX CORPORATION


                                        By:  -----------------------------------
                                             Name:
                                             Title:

Attest:

By: ---------------------------
    Name:
    Title:






                                       B-6

<PAGE>




                          CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the series designated therein referred to in
the within-mentioned Indenture.


THE BANK OF NEW YORK, as
Trustee


By:         ------------------------------------
            Authorized Signatory


Dated:     ------------------------------------








                                       B-7

<PAGE>




                      [FORM OF REVERSE OF INDIVIDUAL NOTE]

                                FEDEX CORPORATION

                                  % Note due                  ,
                               ---          ------------------   --------

     This Note is one of a duly authorized issue of notes of the Company (herein
called the "Notes"), issued under an Indenture (the "Indenture") dated as of
February   , 2001 among the Company, the Guarantors referred to in the Indenture
and The Bank of New York, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, limited initially in aggregate
principal amount to US$     . Capitalized terms used herein and in the Guarantee
endorsed hereon but not defined have the meanings ascribed to such terms in the
Indenture.

     Except to the extent set forth below, this Note is not redeemable at the
option of the Company or at the option of the Holder prior to the Maturity Date
and is not subject to any sinking fund.

     The Indenture provides that if the Company is required to pay Additional
Amounts as a result of any change in, or amendment to, the laws (or any
regulations or regulations promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendment to, any official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after February   , 2001, or a taxing
authority of the United States (or any political subdivision or taxing authority
thereof or therein) takes an action on or after February   , 2001, whether or
not with respect to the Company or any of its affiliates, that results in a
substantial probability that the Company will or may be required to pay such
Additional Amounts, then the Company may, at its option, redeem, as a whole, but
not in part, this Note on any Interest Payment Date on not less than 30 nor more
than 60 calendar days' prior notice, at a Redemption Price equal to 100% of this
Note's principal amount, together with interest accrued thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such Additional Amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Note.




                                       B-8

<PAGE>



     The Notes are unconditionally guaranteed as to the due and punctual payment
of the principal and interest in respect thereof by the Guarantors as evidenced
by their guarantees (the "Guarantees") set forth hereon. The Guarantees are
direct and unconditional obligations of such Guarantors and rank and will rank
equally in priority of payment and in all other respects with all other
unsecured and unsubordinated obligations of such Guarantors now or hereafter
outstanding.

     In case an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Note or (ii) certain respective covenants and Events
of Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of at least 51% in
principal amount of the Notes at the time Outstanding or the consent of 51% in
principal amount of each series of Notes to be affected if less than all series
are to be affected by such modification or amendment. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes of each series at the time Outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note or Notes issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the currency herein prescribed.

     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registrable in the Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in the Place of Payment, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Note
Registrar, duly executed




                                       B-9

<PAGE>



by, the Holder hereof or its attorney duly authorized in writing, and thereupon
one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations herein
and therein set forth, Notes of this series are exchangeable for the same
aggregate principal amount of Notes of this series and of like tenor and
authorized denominations, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement of the
Company or any Guarantor in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, of the Company or any Guarantor or of any successor thereto,
either directly or through the Company or any Guarantor or any successor
thereto, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.






                                      B-10

<PAGE>



                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.


TEN COM           as tenants in common

TEN ENT           as tenants by the entireties

JT TEN            as joint tenants with right of survivorship and not as tenants
                  in common

UNIF GIFT MIN ACT                Custodian
                  --------------           -------------
                      (Cust)                  (Minor)
                  under Uniform Gifts to Minors Act

                  --------------------------------------------------------------
                                              (State)


     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and
transfer(s) unto
                 -----------------------------------------------------------

----------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
         -------------------------------------------------------------------
Please Print or Type Name and Address including Postal Zip Code of Assignee:

----------------------------------------------------------------------------

----------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
            ----------------------------------------------------------------
to transfer said Note on the books of the Company, with full power of
substitution in the premises.




                                      B-11

<PAGE>





Dated:
       -------------------

Signature Guaranteed


-------------------------------------
NOTICE:  Signature must be guaranteed    NOTICE:  The signature to this
by a member firm of the New York         assignment must correspond with the
Stock Exchange or a commercial bank or   name as written upon the face of the
trust company.                           within Note in every particular,
                                         withoutalteration or enlargement or any
                                         change whatever.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL RESTRICTED
INDIVIDUAL NOTES ONLY.]

In connection with any transfer of this Note occurring prior to the date which
is the earlier of (i) the date of an effective Registration or (ii) two years
after the later of the original issuance of this Note or the last date on which
this Note was held by the Company or an Affiliate of the Company, the
undersigned confirms that without utilizing any general solicitation or general
advertising that:

                                   [Check one]

[  ](a) this Note is being transferred in compliance with the exemption from
        registration under the Securities Act of 1933, as amended, provided by
        Rule 144A thereunder;

                                       or

[  ](b) this Note is being transferred other than in accordance with (a)
        above and documents are being furnished which comply with the conditions
        of transfer set forth in this Note and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Noteholder hereof unless and until the conditions to any such transfer
or registration set forth herein and in Section 3.06 of the Indenture shall have
been satisfied.


Date:
      --------------------------            ------------------------------------



                                      B-12

<PAGE>




                                                                       EXHIBIT C



                                    GUARANTEE

                    the "Guarantor") hereby, jointly and severally with each
other Guarantor, fully and unconditionally guarantees (such guarantee being
referred to herein as the "Guarantee") the due and punctual payment of the
principal of and interest on the Notes, whether at maturity, upon redemption, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Notes, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee, all in accordance with the terms set forth in Article Twelve of the
Indenture.

     The obligations of the Guarantor to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth, to the
extent and in the manner provided, in Article Twelve of the Indenture, and
reference is hereby made to such Indenture for the precise terms of the
Guarantee therein made.

     The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which the Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.

     This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.

     This Guarantee is subject to release upon the terms set forth in the
Indenture.



                                            ------------------------,
                                                 as Guarantor


                                            By:
                                                -----------------------------
                                            Name:
                                            Title:





                                       C-1

<PAGE>



                                                                       EXHIBIT D


                               FORM OF GLOBAL NOTE

[If this is a Rule 144A Global Note, add THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A")
UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH FEDEX CORPORATION OR
ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF FEDEX
CORPORATION WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE
RESTRICTION TERMINATION DATE") EXCEPT (A) TO FEDEX CORPORATION, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF
SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL,
AND (3) AGREES THAT IT WILL GIVE TO




                                       D-1

<PAGE>



EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL
HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE
INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO FEDEX CORPORATION AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

[If this is a Temporary Regulation S Global Note, add THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A "U.S.
PERSON" (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT),
(2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE
WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE "REGULATION S
RESTRICTED PERIOD") EXCEPT (A) TO FEDEX CORPORATION, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
("RULE 144A") UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS




                                       D-2

<PAGE>



OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD FOLLOWING COMPLIANCE WITH
THE CERTIFICATION REQUIREMENTS SET FORTH IN THE INDENTURE.]






                                       D-3

<PAGE>





         No.                                          CUSIP No.

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                                FEDEX CORPORATION

                             [RULE 144A GLOBAL NOTE]

                      [TEMPORARY REGULATION S GLOBAL NOTE]

                           [REGULATION S GLOBAL NOTE]

                             [GLOBAL EXCHANGE NOTE]

                               representing up to

                                  US$       ,000,000
                                      -----

                                   % Notes due
                               ----            -------

               Guaranteed as to Payment of Principal and Interest
                    by the Guarantors named in the Indenture

     FedEx Corporation, a Delaware Corporation, (the "Company" which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay

                  Cede & Co.
                  C/O the Depository Trust Company
                  55 Water Street
                  New York, New York  10041

or registered assigns, the principal sum set forth on Schedule 1 hereto




                                       D-4

<PAGE>



on          ,     (the "Maturity Date") and to pay interest thereon from       ,
         or from the most recent "Interest Payment Date" to which interest has
been paid or duly provided for, semi-annually on         and       of each year,
commencing          ,        , and on the Maturity Date, at the rate of    % per
annum, until the principal hereof is paid or duly provided for; provided that if
any Registration Default with respect to this Note occurs under the Registration
Rights Agreement, then the per annum interest rate on this Note will increase
for the period from the occurrence of such Registration Default until such time
as no Registration Default is in effect with respect to this Note (at which time
the interest rate will be reduced to its initial rate) at a per annum rate of
0.25% for the first 90-day period following the occurrence of such Registration
Default, and by an additional 0.25% thereafter (up to a maximum of 0.50%). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on the "Regular Record Date" for such interest, which shall be the
           or          (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. [if this Note is an Original Note, then
insert - ; provided that any accrued and unpaid interest (including any
Additional Amounts and additional interest payable upon the occurrence of a
Registration Default) on this Note upon the issuance of an Exchange Note in
exchange for this Note shall cease to be payable to the Holder hereof and shall
be payable on the next Interest Payment Date for such Exchange Note to the
Holder thereof on the related Regular Record Date.] Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee referred to on the reverse hereof,
notice of which shall be given to Holders of Notes of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

     The Company will at all times appoint and maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of and
interest on any Notes of this series on behalf of the Company and having an
office or agency in New York, New York and in such other cities, if any, as the
Company may designate in writing to the Trustee (the "Place of Payment") where
Notes of this series may be presented or surrendered for payment and where
notices, designations or requests in respect for payments with respect to Notes
of this series may be served. The Company has initially appointed The Bank of
New York, 101 Barclay Street, New York, New York 10286, as such Paying Agent.




                                       D-5

<PAGE>



     Interest payments on this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months. Interest payable on this Note on any
Interest Payment Date and on the Maturity Date will include interest accrued
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for (or from and including       ,         , if no
interest has been paid on this Note) to but excluding such Interest Payment Date
or the Maturity Date, as the case may be.

     If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day (as defined below), principal or interest payable with
respect to such Interest Payment Date or Maturity Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if
it were paid on the date such payment was due, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be. "Business Day" means any day other
than Saturday, Sunday or other day on which banking institutions in New York or
Tennessee are obligated or authorized by law to close.

     The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.




                                       D-6

<PAGE>



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                                            FEDEX CORPORATION


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

Attest:

By:
   ------------------------------------
   Name:
   Title:






                                       D-7

<PAGE>



                          Certificate of Authentication

     This is one of the Global Notes described in the within-mentioned
Indenture.


                                          THE BANK OF NEW YORK,
                                                as Trustee


                                           By:
                                               -------------------------------
                                                   Authorized Signatory

Dated:




                                       D-8

<PAGE>



                        [FORM OF REVERSE OF GLOBAL NOTE]

                                FEDEX CORPORATION

                                  % Note due         ,
                             -----          --------- -----

     This Note is one of a duly authorized issue of notes of the Company (herein
called the "Notes"), issued under an Indenture (the "Indenture") dated as of
February   , 2001 among the Company, the Guarantors referred to in the Indenture
and The Bank of New York, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, limited initially in aggregate
principal amount to US$           . Capitalized terms used herein and in the
Guarantee endorsed hereon but not defined have the meanings ascribed to such
terms in the Indenture.

     Except to the extent set forth below, this Note is not redeemable at the
option of the Company or at the option of the Holder prior to the Maturity Date
and is not subject to any sinking fund.

     The Indenture provides that if the Company is required to pay Additional
Amounts as a result of any change in, or amendment to, the laws (or any
regulations or regulations promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendment to, any official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after February   , 2001, or a taxing
authority of the United States (or any political subdivision or taxing authority
thereof or therein) takes an action on or after February   , 2001, whether or
not with respect to the Company or any of its affiliates, that results in a
substantial probability that the Company will or may be required to pay such
Additional Amounts, then the Company may, at its option, redeem, as a whole, but
not in part, this Note on any Interest Payment Date on not less than 30 nor more
than 60 calendar days' prior notice, at a Redemption Price equal to 100% of this
Note's principal amount, together with interest accrued thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such Additional Amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Note.




                                       D-9

<PAGE>



     The Notes are unconditionally guaranteed as to the due and punctual payment
of the principal and interest in respect thereof by the Guarantors as evidenced
by their guarantees (the "Guarantees") set forth hereon. The Guarantees are
direct and unconditional obligations of such Guarantors and rank and will rank
equally in priority of payment and in all other respects with all other
unsecured and unsubordinated obligations of such Guarantors now or hereafter
outstanding.

     In case an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Note or (ii) certain respective covenants and Events
of Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of at least 51% in
principal amount of the Notes at the time Outstanding or the consent of 51% in
principal amount of each series of Notes to be affected if less than all series
are to be affected by such modification or amendment. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes of each series at the time Outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note or Notes issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the currency herein prescribed.

     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registrable in the Register,
upon surrender of this Note for registration of transfer at the office or agency
of the




                                      D-10

<PAGE>



Company in the Place of Payment, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar, duly executed by, the Holder hereof or its attorney duly authorized
in writing, and thereupon one or more new Notes of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations herein
and therein set forth, Notes of this series are exchangeable for the same
aggregate principal amount of Notes of this series and of like tenor and
authorized denominations, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement of the
Company or any Guarantor in the Indenture or any indenture supplemental thereto
or in any Note, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, of the Company or any Guarantor or of any successor thereto,
either directly or through the Company or any Guarantor or any successor
thereto, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.




                                      D-11

<PAGE>



                                                                      Schedule 1

               SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

     The following notations in respect of changes in the outstanding principal
amount of this Global Note have been made:


              Initial          Change in Outstanding         New        Notation
 Date     Principal Amount       Principal Amount          Balance      Made by
 ----     ----------------     ---------------------       -------      --------






                                      D-12

<PAGE>



                                                                       EXHIBIT E
                                                Form of Regulation S Certificate


                            REGULATION S CERTIFICATE

             (For transfers pursuant to ss. 3.06(b) of the Indenture)


The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn:  Corporate Trust Administration

         Re:       % Notes due          of FedEx Corporation (the
             -----             --------
             "Notes")

     Reference is made to the Indenture, dated as of February    , 2001 (the
"Indenture"), among FedEx Corporation (the "Company"), the Guarantors named
therein, and The Bank of New York, as Trustee. Terms used herein and defined in
the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933 (the "Securities Act") are used herein as so defined.

     This certificate relates to U.S. $               principal amount of Notes,
which are evidenced by the following certificate(s) (the "Specified Notes"):

         CUSIP No(s).
                      ---------------------------

         CERTIFICATE No(s).
                            ---------------------

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Notes or (ii) it is acting on behalf of all the beneficial
owners of the Specified Notes and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Notes are represented by a Global Note, they are held through
the Depositary or a participant of such Depositary in the name of the
Undersigned, as or on behalf of the Owner. If the Specified Notes are not
represented by a Global Note, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

     The Owner has requested that the Specified Notes be transferred to a person
(the "Transferee") who will take delivery in the form of a Regulation S Note or
an Unrestricted Individual Note. In connection with such transfer, the




                                       E-1

<PAGE>



Owner hereby certifies that, unless such transfer is being effected pursuant to
an effective registration statement under the Securities Act, it is being
effected in accordance with Rule 904 or Rule 144 under the Securities Act and
with all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

     1. Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904:

          (a) the Owner is not a distributor of the Notes, an affiliate of the
     Company or any such distributor or a person acting on behalf of any of the
     foregoing;

          (b) the offer of the Specified Notes was not made to a person in the
     United States;

          (c) either:

               (i) at the time the buy order was originated, the Transferee was
          outside the United States or the Owner and any person acting on its
          behalf reasonably believed that the Transferee was outside the United
          States, or

               (ii) the transaction is being executed in, on or through the
          facilities of the Eurobond market, as regulated by the Association of
          International Bond Dealers, or another designated offshore securities
          market and neither the Owner nor any person acting on its behalf knows
          that the transaction has been prearranged with a buyer in the United
          States;

          (d) no directed selling efforts have been made in the United States by
     or on behalf of the Owner or any affiliate thereof;

          (e) if the Owner is a dealer in securities or has received a selling
     concession, fee or other remuneration in respect of the Specified Notes,
     and the transfer is to occur during the Restricted Period, then the
     requirements of Rule 904(b)(1) or (b)(3) have been satisfied; and

          (f) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

     2. Rule 144 Transfers. If the transfer is being effected pursuant to Rule
144:



                                      E-2


<PAGE>




          (a) the transfer is occurring after a holding period of at least one
     year (computed in accordance with paragraph (d) of Rule 144) has elapsed
     since the Specified Notes were last acquired from the Company or from an
     affiliate of the Company, whichever is later, and is being effected in
     accordance with the applicable amount, manner of sale and notice
     requirements of Rule 144; or

          (b) the transfer is occurring after a holding period of at least two
     years has elapsed since the Specified Notes were last acquired from the
     Company or from an affiliate of the Company, whichever is later, and the
     Owner is not, and during the preceding three months has not been, an
     affiliate of the Company.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company, the Guarantors and the Initial
Purchasers.


Dated:                                  ----------------------------------------
                                        (Print the name of the Undersigned, as
                                        such term is defined in the second
                                        paragraph of this certificate.)



                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        (If the Undersigned is a corporation,
                                        partnership or fiduciary, the title of
                                        the person signing on behalf of the
                                        Undersigned must be stated.)





                                      E-3


<PAGE>



                                                                       EXHIBIT F
                                            Form of Restricted Notes Certificate


                          RESTRICTED NOTES CERTIFICATE

             (For transfers pursuant to ss. 3.06(a) of the Indenture)



The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn:  Corporate Trust Administration


         Re: _____% Notes due _______ of FedEx Corporation (the
             "Notes")

     Reference is made to the Indenture, dated as of February    , 2001 (the
"Indenture"), among FedEx Corporation (the "Company"), the Guarantors named
therein and The Bank of New York, as Trustee. Terms used herein and defined in
the Indenture or in Rule 144A under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

     This certificate relates to U.S. $             principal amount of Notes,
which are evidenced by the following certificate(s) (the "Specified Notes"):

         CUSIP No(s).
                       -------------------------------

         ISIN No(s), If any.
                            --------------------------

         CERTIFICATE No(s).
                            --------------------------

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Notes or (ii) it is acting on behalf of all the beneficial
owners of the Specified Notes and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Notes are represented by a Global Note, they are held through
the Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner.




                                       F-1

<PAGE>



If the Specified Notes are not represented by a Global Note, they are registered
in the name of the Undersigned, as or on behalf of the Owner.

     The Owner has requested that the Specified Notes be transferred to a person
(the "Transferee") who will take delivery in the form of an interest in the Rule
144A Global Note or a Restricted Individual Note. In connection with such
transfer, the Owner hereby certifies that (i) the Owner is not a U.S. Person (as
defined in the Indenture) and (ii) such transfer is being effected in accordance
with Rule 144A under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

          (a) the Specified Notes are being transferred to a person that the
     Owner and any person acting on its behalf reasonably believe is a
     "qualified institutional buyer" within the meaning of Rule 144A, acquiring
     for its own account or for the account of a qualified institutional buyer;
     and

          (b) the Owner and any person acting on its behalf have taken
     reasonable steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company, the Guarantors and the Initial
Purchasers.

Dated:                                  ----------------------------------------

                                        (Print the name of the Undersigned, as
                                        such term is defined in the second
                                        paragraph of this certificate.)



                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                        (If the Undersigned is a corporation,
                                        partnership or fiduciary, the title of
                                        the person signing on behalf of the
                                        Undersigned must be stated.)



                                      F-2



<PAGE>



                                                                       EXHIBIT G
                                               Form of Certification to Be Given
                                          by Holders of Beneficial Interest in a
                                              Regulation S Temporary Global Note


                            OWNER NOTES CERTIFICATION

                                FEDEX CORPORATION

                                   % Notes due
                              -----            -------

     This is to certify that, as of the date hereof, $             of the above-
captioned Notes are beneficially owned by non-U.S. person(s). As used in this
paragraph, the term "U.S. person" has the meaning given to it by Regulation S
under the Securities Act of 1933, as amended.

     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Notes held by
you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

     We understand that this certificate is required in connection with certain
securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceedings.

Dated:              ,
      -------------  -----

By:
    ---------------------------------------------
     As, or as agent for, the beneficial owner(s)
     of the Notes to which this certificate
     relates.




                                       G-1

<PAGE>



                                                                       EXHIBIT H
                                            Form of Certification to Be Given by
                              the Euroclear Operator or Clearstream Banking S.A.


                            DEPOSITARY CERTIFICATION

                                FEDEX CORPORATION

                                   % Notes due
                              -----            --------

     This is to certify that, with respect to U.S.$           principal amount
of the above-captioned Notes, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount of Notes of the series set forth above (our "Member
Organizations"), certifications with respect to such portion, substantially to
the effect set forth in the Indenture.

     We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the Regulation S Temporary Global Note (as defined in the
Indenture) excepted in such certifications and (ii) that as of the date hereof
we have not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this




                                       H-1

<PAGE>



certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

Dated:                  ,
       ----------------   ----------

Yours faithfully,
[EUROCLEAR BANK, S.A./N.V.,
as operator of the Euroclear System]

     or

[CLEARSTREAM, S.A.]

By
   ---------------------------------




                                       H-2