Exhibit 10.56





EXHIBIT
10.56




FEDERAL EXPRESS CORPORATION




SUPPLEMENTAL LONG TERM DISABILITY PLAN




Section 1. Purpose and Description. Federal Express Corporation, a Delaware
corporation (the “Company”), has established, effective March 1, 1993 (the “Effective Date”), the
Federal Express Corporation Supplemental Long Term Disability Plan (the “Plan”). The Plan is
intended to be an “employee welfare benefit plan,” as defined in § 3(1) of the Employee Retirement
Income Security Act of 1974 (“ERISA”), and a plan which is unfunded and “maintained by an employer
for the purpose of providing benefits for a select group of management or highly compensated
employees,” as provided in 29 CFR §2520.104-24 of the Department of Labor regulations promulgated
under ERISA. The benefits provided by the Plan shall not be funded, but shall be payable when due
out of the assets of the Company as general, unsecured obligations of the Company.



Section 2. Defined Terms. Except as otherwise defined in this Plan or where the
context clearly requires a different meaning, defined terms in this Plan shall have the same
meaning attributable to such terms in the Federal Express Corporation Long Term Disability Plan
(the “LTD Plan”).


 


 









 





(a) Officer shall mean an individual elected to the position of vice president or above, as
reflected in the minutes of the Company’s Board of Directors.



Section 3. Eligibility. Any employee of the Company who (i) is serving as an Officer
after the Effective Date and at the time he becomes Disabled, (ii) has served as an Officer for a
period of five consecutive years prior to becoming Disabled, including service prior to the
Effective Date but excluding service with a predecessor-in-interest to the Company, and (iii) is
qualified for a benefit under the LTD Plan for the same Disability for which benefits are claimed
under this Plan shall be eligible for the benefits described in Section 4 below.



For purposes of this Plan, eligibility under the LTD Plan shall be determined without regard
to the provisions of the LTD Plan which limit benefits under that plan for a period of two years
for (i) an Occupational Disability and (ii) a mental impairment or nervous condition. In addition,
benefits shall not be limited in this Plan by the compensation cap imposed by § 505(b)(7) of the
Internal Revenue Code or the LTD Plan’s monthly benefit limit (currently $7500). For the purpose of
this Plan, the limitations described in the preceding two sentences shall be referred to as the LTD
Limitations.


 


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Section 4. Benefit Amount and Limitations.



(a) An Officer who satisfies the eligibility requirements of Section 3 above shall upon
becoming Disabled be paid from the Plan the difference, if any, between the amount determined under
the LTD Plan without regard to the LTD Limitations and the amount payable from the LTD Plan;
provided however, the aggregate monthly benefit from this Plan and the LTD Plan shall not exceed
$27,500.



(b) Benefits payable under this Plan shall be subject to all of the provisions, requirements,
exclusions, offsets, restrictions, limitations, etc. provided in the LTD Plan, other than the LTD
Limitations described in Section 3 above. In the event of a conflict between the provisions of this
Plan and the LTD Plan, the provisions of this Plan shall control with respect to the benefit
provided herein.



(c) Notwithstanding any other provision of this Plan to the contrary, benefits provided
hereunder shall be reduced by the amount of benefits paid or payable to a Disabled Officer from any
“employee benefit pension plan,” as such term is defined in ERISA, as of the first day of the month
following the month in which such Officer turns age 62.


 


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Section 5. Payment of Benefits. Benefits under this Plan shall be payable monthly at
the time and in the manner determined by the Company.



Section 6. Plan Administration. The Plan shall be administered by the Company,
acting through its Employee Benefits Department (the “Administrator”). The Administrator shall have
the responsibility to receive, evaluate and process all claims for benefits and shall allow payment
of benefits under the Plan in accordance with its terms. In connection with its duties, the
Administrator shall have the authority to interpret the Plan’s provisions and to determine
eligibility for Plan benefits. The Administrator shall have the authority to adopt such rules and
procedures which it deems necessary for the administration of the Plan and recommend any
modifications, changes or amendments to the Plan



Section 7. Claims Procedures. As contemplated by Section 4(b) above, the claims
procedures for the Plan shall be the same as such procedures in the LTD Plan.



Section 8. Top Hat Plan Designation. Notwithstanding any other provision of this
Plan, the Administrator, upon the advice of counsel (including counsel for the Company), shall have
the sole discretion to reasonably determine if an Officer fails to fall within the meaning of “a
select group of management or
highly compensated employees” as such phrase is used in 29 CFR §2520.104-24. Upon such a
determination being made, the Officer in question shall be deemed not to be eligible for benefits
under the Plan.


 


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Section 9. Non-Assignability of Benefits. Benefits under this Plan shall not be
assignable or transferable in any manner, nor shall they be subject to garnishment, attachment of
other legal process, except as provided by ERISA and other applicable federal law.



Section 10. Effect. Neither the establishment of the Plan nor any modification
thereto, nor the creation of any account on the books of the Company, nor the payment of any
benefit from the Plan shall be construed as giving an Officer or any other person any legal or
equitable right against the Company, its Directors, Officers, employees or agents, except as
provided herein.



Section 11. Forfeiture of Benefits. All rights to any benefits payable under this
Plan shall be forfeited by an Officer if the Company’s Board of Directors determines that such
Officer breached his duty of loyalty to the Company or if the Officer enters into competition with
the Company without the consent of the Company’s Board of Directors, as reflected in its minutes.


 


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Section 12. No Guarantee of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between the Company and any Officer nor as a promise that any
Officer shall continue in his present or comparable position nor as a limit on the Company’s right
to discharge such Officer, with or without notice.



Section 13. Amendment or Termination. The Company may amend or terminate the Plan at
any time. An amendment shall become effective upon its execution in writing by an Officer of the
Company and the Plan’s termination shall become effective upon the action of the Company’s
Compensation Committee of the Board of Directors or the Federal Express Corporation Qualified
Employee Benefits Committee (the “Committee”), as reflected in the Compensation Committee’s or
Committee’s minutes.



Section 14. Agent for Service of Process. The Company is hereby designated as agent
for service of process for all purposes provided herein.



Section 15. Governing Law. Except to the extent preempted by federal law, the
provisions of this Plan shall be administered, construed and enforced in accordance with the laws
of the State of Tennessee.



Section 16. Number and Gender. Wherever any words are used herein in the masculine
gender, they shall be construed as
though they were also used in the feminine and neuter gender in all cases where they would so
apply, and wherever any words are used herein in the singular
form, they shall be construed as though they were also used in the plural form in all cases where
they would so apply.


Section 17. Execution. This document may be executed in any number of counterparts
and each fully executed counterpart shall be deemed an original.



 


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IN WITNESS WHEREOF, the undersigned duly authorized Officer of the Company has caused this
Plan to be adopted as of March 1, 1993, by affixing his signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDERAL EXPRESS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ STEVEN E. PRIDDY
 

Steven E. Priddy
	 	 
	 

	 	 	 	Vice President	 	 
	 

	 	 	 	Personnel Administration	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 11/4/93	 	 






	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/ GEORGE W. HEARN
 

Title: ASSISTANT SECRETARY

	 	 






DJK/ebw

1634.FXCLA01


 


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AMENDMENT

TO THE

FEDERAL EXPRESS CORPORATION

SUPPLEMENTAL LONG TERM DISABILITY PLAN




WHEREAS, Federal Express Corporation (the “Company”) maintains the Federal Express Corporation
Supplemental Long Term Disability Plan (the “Plan”) for the benefit of its eligible officers;




WHEREAS, under Section 13 of the Plan, the Company may amend the Plan at any time;



WHEREAS, the Company desires to amend the Plan to remove the $27,500 benefit limitation,
effective for disabilities commencing on or after September 29, 2002;



WHEREAS, the Company desires to amend the Plan to allow eligible officers of certain
affiliates of the Company to participate and such affiliates agree to such participation, effective
as of the date of this amendment; and



WHEREAS, the Company desires to update the $7,500 benefit limitation mentioned under the Plan,
effective for disabilities commencing on or after March 1, 2003.




NOW, THEREFORE, in accordance with the foregoing, the Plan is amended as follows:



1. Section 2(a) of the Plan is hereby amended to read in its entirety as follows:




“(a) Officer shall mean an individual elected to the position of vice president or
above, as reflected in the minutes of the Board of Directors of a Participating Employer.
For purposes of this Plan, “Participating Employer” shall mean: (i) Federal Express
Corporation; (ii) FedEx Corporation; (iii) FedEx Trade Networks, Inc.; (iv) FedEx Trade
Networks Transport & Brokerage, Inc.; (v) World Tariff, Limited; (vi) FedEx Corporate
Services, Inc.; (vii) FedEx Freight Corporation; (viii) FedEx Trade Networks Trade Services,
Inc.; (ix) FedEx Customer Information Services, Inc.; and (x) and each Affiliate that adopts
the Plan for the benefit of its officers.”



2. Section 3 of the Plan is hereby amended to read in its entirety as follows:




“Section 3. Eligibility. Any employee of a Participating Employer who (i) is
serving as an Officer after the Effective Date and at the time he becomes Disabled, (ii) has
served as an Officer for a period of five consecutive years prior to becoming Disabled,
including service prior to the Effective Date but excluding service with a
predecessor-in-interest to the Company, and (iii) is qualified for a benefit under the LTD
Plan for the same Disability for which benefits are claimed under this Plan shall be
eligible for the benefits described in Section 4 below.



 


 









 







For purposes of this Plan, eligibility under the LTD Plan shall be determined without
regard to the provisions of the LTD Plan which limit benefits under that plan for a period
of two years for (i) an Occupational Disability and (ii) a mental impairment or nervous
condition. In addition, benefits shall not be limited in this Plan by the compensation cap
imposed by §505(b)(7) of the Internal Revenue Code or the LTD Plan’s monthly benefit limit
of $7,500 ($10,000 for disabilities commencing on or after March 1, 2003). For the purpose
of this Plan, the limitations described in the preceding two sentences shall be referred to
as the LTD Limitations.”



3. The following sentence is hereby added to the end of Section 4(a) of the Plan:




“With respect to disabilities commencing on or after September 29, 2002, the $27,500
limit shall not apply.”



4. Section 13 of the Plan is hereby amended to read in its entirety as follows:




“Section 13. Amendment or Termination. A Participating Employer may amend or
terminate the Plan at any time with respect to participants who are employed by such
Participating Employer. Any such action by a Participating Employer shall become effective
upon its execution in writing by a duly authorized officer of the Participating Employer.
The Plan as a whole may be terminated by the action of the Compensation Committee of the
Board of Directors of FedEx Corporation (the “Committee”), as reflected in the Committee’s
minutes.”



5. All other references in the Plan to “Company” are hereby replaced with “Participating Employer.”




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


 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Company has caused this
amendment to the Plan to be adopted as of
September 1, 2010,
 by affixing his signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDERAL EXPRESS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DENNIS P. ROCHE
 

Dennis Roche
	 	 
	 

	 	 	 	Vice President	 	 
	 

	 	 	 	Human Resources	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 10/1/10	 	 





 


 









 






IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 
	 	 	FEDEX CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ JUDITH H. EDGE
	 

	 	 	 	 
	 

	 	 	 	Judith H. Edge
	 

	 	 	 	Corporate Vice-President, Human Resources
	 
	 	 	 	 
	 	 	Date: 11/1/10





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDEX CORPORATE SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DONNA R. HUMPHREYS
 

Donna Humphreys
	 	 
	 

	 	 	 	Vice-President, Human Resources	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-10	 	 





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDEX CUSTOMER INFORMATION SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DONNA R. HUMPHREYS
 

Donna Humphreys
	 	 
	 

	 	 	 	Vice-President, Human Resources
	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-10	 	 





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDEX TRADE NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ PENELOPE W. REGISTER SHAW
 

Penelope Register Shaw
	 	 
	 

	 	 	 	Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-10	 	 





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDEX TRADE NETWORKS TRANSPORT & BROKERAGE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ PENELOPE W. REGISTER SHAW
 

Penelope Register Shaw
	 	 
	 

	 	 	 	Senior Vice President and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-10	 	 





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDEX TRADE NETWORKS TRADE
SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ PENELOPE W. REGISTER SHAW
 

Penelope Register Shaw
	 	 
	 

	 	 	 	President, General Counsel, and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-10	 	 





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	WORLD TARIFF, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ PENELOPE W. REGISTER SHAW
 

Penelope Register Shaw
	 	 
	 

	 	 	 	President, General Counsel, and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-10	 	 





 


 









 





IN WITNESS WHEREOF, the undersigned duly authorized officer of the Participating Employer has
agreed to participation in the Plan and caused this amendment to the Plan to be adopted as of
September 1, 2010, by affixing her signature hereto.



	 	 	 	 	 	 	 
	 	 	FEDEX FREIGHT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ LORI R. HENRY
 

Lori R. Henry

Vice President, Human Resources
	 	 
	 
	 	 	 	 	 	 
	 	 	Date: 9-30-2010