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Exhibit 4.4  


  
 

    FORM OF
  STOCK OPTION AGREEMENT
  PURSUANT TO
  FEDEX CORPORATION
  INCENTIVE STOCK PLAN    
    



        A STOCK 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 Incentive Stock
Plan (the "Plan"), which is incorporated herein by reference. 


        1.    Option Price.    The option price is $            for each share, being one hundred percent (100%) of the
fair market value, as determined by the Committee, 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 Section 9 of the
Plan as follows: 



        (i)    Schedule of Rights to Exercise.    Twenty-five percent (25%) after one year from the date of grant;
fifty percent (50%) after two years; seventy-five percent (75%) after three years; and one hundred percent (100%) after four years. 



        (ii)    Method of Exercise.    This Option shall be exercisable by a written notice which shall: 



        (a)   state
the election to exercise the Option, the number of shares in respect of which it is being exercised, the person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered and the address and Social Security Number of such person (or if more than one, the names, addresses and Social Security Numbers of such persons); 



        (b)   contain
such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's
counsel; 


        (c)   be
signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied
by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and 


        (d)   be
in writing and delivered to the President of the Company or his designee. 




        Payment
of the purchase price of any shares with respect to which the Option is being exercised shall be by bank cashier's check or wire transfer. 


        (iii)    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 or state securities or other law or regulation. As a condition to the 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.    Designation of Certain Option Shares as Incentive Stock Options.    The maximum number of option shares granted
hereunder are (as permitted by the Plan) hereby designated incentive stock options, as that term is defined in Section 422(b) of the Internal Revenue Code (the "ISO Shares"). Pursuant to the
exercise schedule as provided in Section 2(i) of this Agreement, the number of ISO Shares and non-qualified option shares ("NQO Shares") exercisable on and after the
anniversaries described in such Section 2(i) shall be as set forth in the table below; provided, however, that if pursuant to any provision of the Plan or amendment to this Agreement any
of the option shares hereby 





 

granted
become exercisable sooner than as provided in Section 2(i) hereof, then to the extent that the aggregate fair market value (determined at the time of grant) of shares with
respect to which incentive stock options are exercisable for the first time by the Optionee during any calendar year under the Plan and all other similar plans of the Company and its subsidiaries
exceeds $100,000, the options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as non-qualified options. 



	Anniversary of

Grant Date
	 	ISO

Shares
	 	NQO

Shares

	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 






        (i)    Notice to Company of Disposition of ISO Shares.    Optionee agrees that, in the event the Optionee disposes of
any of the ISO Shares within one year after the date of exercise of the option to purchase same, the Optionee will promptly notify the Company of such disposition. Such notice shall be in writing and
shall specify (i) the number of ISO Shares so disposed of, (ii) the price paid for such shares by the Optionee upon the exercise of the option, and (iii) the price or other
consideration received for such shares. All certificates for Common Stock issued upon the exercise of an option to purchase ISO Shares shall bear such legend or other distinctive impression, as
determined by the Committee, as will notify the transfer agent of such stock to advise the Company of the disposition of ISO Shares within one year after the issuance thereof. 




        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 a copy of the Plan and represents that such
Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions thereof. Optionee further acknowledges that the Company will not make
any loans for the purpose of exercising this Option or paying any tax liability associated with the exercise of this Option. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions arising under the Plan or this Option. 


        Date
of Grant:                        . 



	

 	

FEDEX CORPORATION
	

 	

By:	

  
 CHAIRMAN, PRESIDENT AND

CHIEF EXECUTIVE OFFICER
	

 	

  
 OPTIONEE




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FORM OF STOCK OPTION AGREEMENT PURSUANT TO FEDEX CORPORATION INCENTIVE STOCK PLAN