Exhibit
4.3


 


 


SHARE OPTION
AGREEMENT


PURSUANT
TO


FEDEX
CORPORATION


INCENTIVE
STOCK PLAN, AS AMENDED,


AND THE
FEDEX CORPORATION INCENTIVE STOCK PLAN


2005 INLAND
REVENUE APPROVED SUB-PLAN FOR THE UNITED KINGDOM


 


A SHARE OPTION for a total of         shares
of Common Stock, par value $.10 per share, of FedEx Corporation, a Delaware
corporation (the “Company”), is hereby granted to         (the
“Optionee”), at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the Company’s 2005 Inland
Revenue Approved Sub-Plan for the United Kingdom (the “Sub-Plan”), which is
incorporated herein by reference. This Option is a United Kingdom Inland
Revenue approved Option. Capitalized terms used herein but not otherwise
defined shall have the meanings given to such terms in the Sub-Plan.


 


1.                                       Exercise Price.  The exercise price is U.S.$         for
each share, being one hundred percent (100%) of the Market Value, as determined
by the Committee in accordance with the rules of the Sub-Plan, of the Common
Stock on the Date of Grant of this Option.


 


2.                                       Exercise of Option.  This Option shall be exercisable in
accordance with provisions of the Sub-Plan as follows:


 


(i)                                     Schedule of Rights to Exercise.  100%
after three years from the Date of Grant.


 


(ii)                                  Restrictions on Exercise.  This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable Federal, state or foreign securities or other law or regulation.  As a condition to his exercise of this
Option, the Company may require the person exercising this Option to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.


 


3.                                       Non-Classification of Option Shares for U. S. Tax
Purposes.  Optionee is not a citizen
or resident of the United States. 
Accordingly, the option shares herein granted are not classified as
either incentive stock options or non-qualified options for purposes of United
States income tax laws and no loans shall be made pursuant to the Company’s
Stock Option Loan Policy in connection with the purchase of such shares or the
payment of any taxes related thereto.


 


4.                                       Transferability of Option.  This Option may not be sold, pledged,
assigned, exchanged, encumbered, hypothecated, transferred or disposed of in
any manner otherwise than by will or the laws of descent or distribution and
may be exercised during the lifetime of the


 





















 


Optionee only by the Optionee or a duly appointed legal
representative.  The terms of this Option
shall be binding upon the heirs, personal representatives and successors of the
Optionee.


 


5.                                       Term of Option.  This Option may not be exercised more than
ten (10) years from the date of grant of this Option, as set forth below, and
may be exercised during such term only in accordance with the Plan and the
terms of this Option.


 


6.                                       Optionee Acknowledgment.  Optionee acknowledges receipt of copies of the
FedEx Corporation Incentive Stock Plan, as amended, and Sub-Plan and represents
that he is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all the terms and provisions thereof.  Optionee further represents that neither the
Company nor any person acting on behalf of the Company or any subsidiary or
affiliate of the Company has advised the Optionee in any manner in respect of
this Option or received any fee from the Optionee in connection herewith.  Optionee hereby agrees to accept as binding,
conclusive and final for all purposes whatsoever all decisions, determinations
or interpretations of the Committee in its sole discretion and judgment upon
any questions, disputes or disagreements arising under or as a result of the Plan,
the Sub-Plan or this Option.


 


7.                                       Notices.  Every notice relating to this Option shall be
in writing.  All notices to the Company
shall be addressed to: FedEx Corporation, Securities and Corporate Law
Department, 942 South Shady Grove Road, Memphis, Tennessee  38120, U.S.A. 
Notices to the Optionee shall be addressed to the address specified by
the Optionee in the space provided at the end of this Agreement.  Either party, by notice to the other, may
designate a different address to which notices shall be sent.  Any notice by the Company to the Optionee at
his or her last designated address shall be effective to bind the Optionee and
any other person who acquires rights or a claim thereto hereunder.


 


8.                                       This
Agreement has been made in and shall be governed and interpreted and construed
in accordance with the laws of the State of Tennessee, U.S.A.


 


	
  Date of Grant:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FEDEX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  CHAIRMAN, PRESIDENT AND

  CHIEF EXECUTIVE OFFICER

  



 


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IF YOU ELECT TO ACCEPT
THE OPTION, INDICATE YOUR ACCEPTANCE BELOW


 


I hereby accept the above Option to purchase shares of the Common Stock
of the Company in accordance with and subject to the terms and restrictions of the
FedEx Corporation Incentive Stock Plan 2005 Inland Revenue Approved Sub-Plan
for the United Kingdom, with which I am familiar, and agree to be bound thereby
and by the actions of the Compensation Committee and of the Board of
Directors.  I also agree that this
Option, the letter dated          forwarding
this Option, the FedEx Corporation Incentive Stock Plan, as amended, and the
FedEx Corporation Incentive Stock Plan 2005 Inland Revenue Approved Sub-Plan
for the United Kingdom constitute agreements with the Company in accordance
with the terms and provisions thereof.


 


	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Number)         (Street)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Country)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE

  	
   

  



 


IF YOU ELECT TO REJECT
THE OPTION, INDICATE YOUR REJECTION BELOW


 


I hereby reject the above
Option to purchase shares of the Common Stock of the Company.


 


	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE