<PAGE>
                                                                    EXHIBIT 4.10

                                   ROADWAY LLC
                            401(K) STOCK SAVINGS PLAN

               (AMENDED AND RESTATED EFFECTIVE DECEMBER 11, 2003)


<PAGE>




                                   ROADWAY LLC
                            401(K) STOCK SAVINGS PLAN

               (AMENDED AND RESTATED EFFECTIVE DECEMBER 11, 2003)

                                TABLE OF CONTENTS

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INTRODUCTION...............................................................          1

ARTICLE I.  PRELIMINARY MATTERS............................................          2
1.1   Qualified Plan ......................................................          2
1.2   Discretionary Powers ................................................          2
1.3   Construction ........................................................          2

ARTICLE II. DEFINITIONS ...................................................          2
2.1   Generally ...........................................................          2
      Account and Sub-Account .............................................          2
      Administrative Committee.............................................          2
      After-Tax Contributions .............................................          3
      Before-Tax Contributions ............................................          3
      Beneficiary .........................................................          3
      Board ...............................................................          3
      Code ................................................................          3
      Company .............................................................          3
      Company Stock .......................................................          3
      Company Stock Fund ..................................................          3
      Compensation ........................................................          3
      Contributions .......................................................          4
      Controlled Group ....................................................          4
      Controlled Group Member .............................................          4
      Covered Employee ....................................................          4
      Death Beneficiary ...................................................          4
      Effective Date ......................................................          5
      Eligible Employee ...................................................          5
      Eligible Retirement Plan ............................................          5
      Eligible Rollover Distribution ......................................          5
      Employee ............................................................          6
      Employer ............................................................          6
      Employer Contributions ..............................................          6
      Employment Commencement Date ........................................          6
      Enrollment Date .....................................................          7
      ERISA ...............................................................          7
      FedEx Corp. Stock ...................................................          7
      FedEx Stock Fund ....................................................          7
</TABLE>

                                       i
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                                TABLE OF CONTENTS

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      Fiduciary ...........................................................          7
      Full-Time Employee ..................................................          7
      Hardship ............................................................          7
      Highly Compensated Employee .........................................          8
      Hours of Service ....................................................          8
      Instrument of Adoption ..............................................          9
      Investment Committee.................................................          9
      Investment Funds ....................................................          9
      Matching Employer Contributions .....................................          9
      Named Fiduciary .....................................................          9
      One-Year Break in Service or 1-Year Break in Service ................          9
      Participant .........................................................         10
      Part-Time Employee ..................................................         11
      Period of Service ...................................................         11
      Period of Severance .................................................         12
      Plan ................................................................         12
      Plan Administrator ..................................................         12
      Plan Year ...........................................................         12
      Predecessor Employer ................................................         12
      Prior Plans .........................................................         12
      Profit Sharing Contributions ........................................         12
      Qualified Nonelective Contributions .................................         12
      Reemployment Commencement Date ......................................         13
      Rollover Contributions ..............................................         13
      Safe Harbor Matching Contribution ...................................         13
      Salary Reduction Agreement ..........................................         13
      Service .............................................................         13
      Severance Date ......................................................         13
      Spouse ..............................................................         13
      Stock Bonus Portion .................................................         13
      Temporary or Casual Employee ........................................         13
      Termination of Employment ...........................................         13
      Totally and Permanently Disabled ....................................         13
      Trust ...............................................................         14
      Trust Agreement .....................................................         14
      Trust Fund ..........................................................         14
      Trustee .............................................................         14
      Valuation Date ......................................................         14
      Year of Service .....................................................         14

ARTICLE III.      ELIGIBILITY FOR PARTICIPATION ...........................         15
3.1   Eligibility to Participate ..........................................         15
3.2   Duration of Participation ...........................................         16
3.3   Participation Due to Administrative Error ...........................         16
</TABLE>
                                       ii
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                                TABLE OF CONTENTS

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ARTICLE IV. PARTICIPANT CONTRIBUTIONS .....................................         16
4.1   Amount of Before-Tax and After-Tax Contributions ....................         16
4.2   Maximum and Minimum Contributions ...................................         17
4.3   Payments to Trustee .................................................         17
4.4   Changes in Contributions ............................................         17
4.5   Suspension and Resumption of Contributions ..........................         18
4.6   Excess Deferrals ....................................................         18
4.7   Excess Before-Tax Contributions .....................................         19
4.8   Excess Matching Employer and After-Tax Contributions ................         20
4.9   Multiple Use of the Alternative Limitation ..........................         21
4.10  Monitoring Procedures ...............................................         22
4.11  Testing Procedures ..................................................         23
4.12  Rollover Contributions ..............................................         23
4.13  Transfers to this Plan from Other Plans .............................         24
4.14  Deemed Satisfaction of the Limitations on Before-Tax
       Contributions and Matching Employer Contributions
       of Highly Compensated Employees ....................................         24
4.15  Notice Requirements for Safe Harbor Matching Contributions ..........         24

ARTICLE V.        EMPLOYER CONTRIBUTIONS ..................................         25
5.1   Amount of Matching Employer Contributions ...........................         25
5.2   Allocation of Matching Employer Contributions .......................         25
5.3   Safe Harbor Matching Contributions ..................................         26
5.4   Qualified Nonelective Contributions .................................         26
5.5   Allocation of Qualified Nonelective Contributions ...................         26
5.6   Profit Sharing Contributions ........................................         27
5.7   Allocation of Profit Sharing Contributions ..........................         27
5.8   Return of Contributions to Employers ................................         27
5.9   Provisions Pursuant to Code Section 415(c) ..........................         28
5.9A  Provision Pursuant to Code Section 415(e)............................         29
5.10  Definitions .........................................................         30
5.11  Funding Policy ......................................................         31
5.12  No Duty to Enforce Payment ..........................................         31

ARTICLE VI. VESTING .......................................................         31
6.1   Immediate Vesting ...................................................         31

ARTICLE VII.      INVESTMENTS .............................................         31
7.1   Investment Funds ....................................................         31
7.2   Account; Sub-Account ................................................         33
7.3   Reports .............................................................         33
7.4   Valuation of Investment Funds .......................................         34
7.5   Investment of Contributions .........................................         35
7.6   Change of Investments ...............................................         37
7.7   Investment Direction and Change Procedures - Future Contributions ...         37
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                                TABLE OF CONTENTS

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7.8   Investment Direction and Change Procedures - Prior Contributions ....         37
7.9   Directions to the Trustee ...........................................         38
7.10  Voting of Allocated Company Stock and FedEx Corp. Stock .............         38
7.11  Tender of Allocated Company Stock or FedEx Corp. Stock ..............         39

ARTICLE VIII.     DISTRIBUTIONS AND WITHDRAWALS ...........................         42
8.1   Distributions Only As Provided ......................................         42
8.2   Distributions upon Termination of Employment (Other than Death) .....         42
8.3   Distribution upon Death .............................................         43
8.4   Distribution Options ................................................         44
8.5   Form and Valuation of Distribution ..................................         44
8.6   Latest Time of Distributions ........................................         45
8.7   Minimum Required Distributions for Calendar Years After 2002.........         47
8.8   Withdrawal Requested by Participant .................................         51
8.9   Suspension of Contributions Upon Withdrawal .........................         53
8.10  Hardship Withdrawals ................................................         53
8.11  Distributions Pursuant to Qualified Domestic Relations Orders .......         54
8.12  Direct Rollovers ....................................................         54
8.13  Loans ...............................................................         55

ARTICLE IX. ADMINISTRATION OF THE PLAN

                  AND FIDUCIARY RESPONSIBILITIES ..........................         57
9.1   Responsibility for Administration ...................................         57
9.2   Named Fiduciaries ...................................................         58
9.3   Delegation of Fiduciary Responsibilities by Plan Administrator.......         58
9.4   Immunities ..........................................................         58
9.5   Limitation on Exculpatory Provisions ................................         59
9.6   Administrative Committee.............................................         59
9.7   Interpretation of the Plan and Findings of Fact .....................         60
9.8   Investment Committee.................................................         61
9.9   Operation of the Administrative Committee or the Investment
            Committee......................................................         62
9.10  Plan Administrator's Actions ........................................         63
9.11  Correction of Errors ................................................         63

ARTICLE X. CLAIMS PROCEDURES ..............................................         63
10.1  Claims ..............................................................         63
10.2  Review of Claims ....................................................         64

ARTICLE XI. AMENDMENT AND TERMINATION .....................................         65
11.1  Right to Amend or Terminate .........................................         65
11.2  Procedure for Termination or Amendment ..............................         65
11.3  Distribution Upon Termination .......................................         65
11.4  Amendment Changing Vesting Schedule .................................         66
11.5  Nonforfeitable Amounts ..............................................         66
11.6  Prohibition on Decreasing Accrued Benefits ..........................         66
</TABLE>
                                       iv
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                                TABLE OF CONTENTS

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ARTICLE XII. MISCELLANEOUS ................................................         67
12.1  Employment Not Affected .............................................         67
12.2  Inalienability ......................................................         67
12.3  Incapacity to Receive Payment .......................................         67
12.4  Unclaimed Benefits ..................................................         67
12.5  Dissolution, Merger or Consolidation of the Company .................         68
12.6  Action by the Company ...............................................         68
12.7  Limitation to Rights Created Under the Plan .........................         68
12.8  Recourse Against Officers, Directors or Stockholders ................         68
12.9  Interpretation ......................................................         68
12.10 Severability ........................................................         69
12.11 Counterparts ........................................................         69
12.12 Plan Merger or Transfer of Assets ...................................         69
12.13 Indemnification .....................................................         69
12.14 Service of Process/Necessary Parties ................................         70
12.15 Military Service ....................................................         70
12.16 Model EGTRRA Amendments .............................................         70

ARTICLE XIII. ADOPTION OF PLAN BY CONTROLLED
                  GROUP MEMBERS ...........................................         70
13.1  Adoption Procedure ..................................................         70
13.2  Effect of Adoption by a Controlled Group Member .....................         71
13.3  Withdrawal of an Employer ...........................................         71

ARTICLE XIV. TOP-HEAVY PLAN PROVISIONS ....................................         71
14.1  Definitions .........................................................         71
14.2  Determination of Top-Heavy Status ...................................         73
14.3  Determination of Extra Top-Heavy Status .............................         74
14.4  Requirements ........................................................         74
14.5  Coordination With Other Plans .......................................         75
14.6  Certain Changes Effective January 1, 2002 ...........................         76

EXHIBIT A
Employers Pursuant to Section 2.23.........................................         77

EXHIBIT B
Investment Funds...........................................................         78
</TABLE>

                                       v

<PAGE>



                                   ROADWAY LLC
                            401(K) STOCK SAVINGS PLAN

               (AMENDED AND RESTATED EFFECTIVE DECEMBER 11, 2003)

                                  INTRODUCTION

      THIS PLAN is amended and restated effective the 11th day of December, 2003
by the Yellow Roadway Corporation, a Delaware corporation.

      The Plan was established effective January 1, 1996 as the Roadway Express,
Inc. 401(k) Stock Savings Plan. As a result of a corporate reorganization and by
amendment to the Plan, effective January 1, 2002, the name of the Plan was
changed to the Roadway Corporation 401(k) Stock Savings Plan. As a result of the
merger of Roadway Corporation with and into Yankee LLC, a Delaware corporation
and a wholly owned subsidiary of Yellow Corporation pursuant to an Agreement and
Plan of Merger, dated as of July 8, 2003, and by this amendment and restatement,
the name of the Plan is changed to the "Roadway LLC 401(k) Stock Savings Plan."

      This amendment and restatement of the Plan is effective December 11, 2003.
As provided herein, however, certain provisions of this amended and restated
Plan are effective as of some other date. Such provisions shall be deemed to
amend the corresponding provisions of the Plan as in effect before this
amendment and restatement and all amendments thereto. Events occurring before
the applicable effective date of any provision of this amendment and restatement
of the Plan shall be governed by the applicable provision of the Plan in effect
on the date of the event.




                                       1
<PAGE>




                         ARTICLE I. PRELIMINARY MATTERS

1.1   QUALIFIED PLAN. The Plan is a profit-sharing plan maintained by the
      Company for the exclusive benefit of Participants and their Beneficiaries.
      The Plan is permitted to acquire and hold shares of common stock of the
      Company, and is intended to comply with the provisions of the Code that
      govern tax-qualified plans and ERISA.

1.2   DISCRETIONARY POWERS. All discretionary powers granted hereunder shall be
      exercised in a uniform nondiscriminatory manner.

1.3   CONSTRUCTION.

      (a)   Unless the context otherwise indicates, the masculine wherever used
            herein shall include the feminine and neuter, the singular shall
            include the plural and words such as "herein", "hereof", "hereby",
            "hereunder" and words of similar import refer to the Plan as a whole
            and not to any particular part thereof.

      (b)   Wherever the word "person" appears in the Plan, it shall refer to
            both natural legal persons.

      (c)   A number of the provisions of the Plan are designed to contain
            provisions required or contemplated by certain federal laws and/or
            regulations thereunder. All such provisions are intended to have the
            meaning required or contemplated by such provisions of such law or
            regulations and shall be construed in accordance with valid
            regulations and valid published governmental rulings and
            interpretations of such provisions. In applying such provisions of
            the Plan, each Fiduciary may rely (and shall be protected in
            relying) on any determination or ruling made by any agency of the
            United States Government that has authority to issue regulations,
            rulings or determinations with respect to the federal law thus
            involved.

                             ARTICLE II..DEFINITIONS

2.1 GENERALLY. The following terms, when used with initial capital letters,
unless the context clearly indicates otherwise, shall have the following
respective meanings.

      "ACCOUNT AND SUB-ACCOUNT" mean the records maintained by the Plan
Administrator in the manner provided in Section 7.2 hereof to determine the
interest of each Participant in the Trust Fund.

      "ADMINISTRATIVE COMMITTEE" means the administrative committee appointed
pursuant to Section 9.6 hereof.

                                       2
<PAGE>

      "AFTER-TAX CONTRIBUTIONS" means the contributions provided for in Section
4.1(b) hereof and any other comparable after-tax amounts transferred to the Plan
pursuant to Section 4.13 hereof.

      "BEFORE-TAX CONTRIBUTIONS" means the contributions provided for in Section
4.1(a) and any other comparable before-tax amounts transferred to the Plan
pursuant to Section 4.13 hereof.

      "BENEFICIARY" means the Participant's Death Beneficiary or any other
person entitled to receive benefits under this Plan by reason of a Participant's
death.

      "BOARD" means the Board of Directors of the Company or the Compensation
Committee thereof.

      "CODE" means the Internal Revenue Code of 1986, as amended.

      "COMPANY" means Yellow Roadway Corporation, a Delaware corporation. For
periods prior to December 11, 2003, the term "Company" shall mean Roadway
Corporation.

      "COMPANY STOCK" means (a) prior to May 30, 2001, the voting common stock
of Roadway Express, Inc., (b) after May 30, 2001 and prior to December 11, 2003,
the common stock of Roadway Corporation, par value $0.01 per share, and (c) on
and after December 11, 2003, the common stock of the Company, par value $1.00
per share.

      "COMPANY STOCK FUND" means the Investment Fund described in Section 7.1
hereof, which is invested in Company Stock.

      "COMPENSATION" means

            (a) the sum of salary paid to an Employee by all Controlled Group
      Members in the calendar year plus cash incentive compensation and overtime
      pay paid to that Employee, but excluding (i) expense allowances and other
      special payments not paid as regular compensation, (ii) effective January
      1, 2000, payments pursuant to the Century Bonus Program, (iii) payments
      pursuant to a tax equalization, relocation or cost of living program, an
      expatriate program or any similar programs or arrangements, and (iv) any
      part of the Employer's contributions under this Plan and/or any pension,
      welfare, stock bonus, stock ownership or other qualified or nonqualified
      plan. Notwithstanding the foregoing, Compensation shall include any salary
      that would have been paid to such Employee had he not signed (or been
      deemed to have signed) a salary deferral agreement that satisfies the
      requirements of Code Section 401(k), 125, 129 or 132(f).

            (b) Notwithstanding the foregoing, Compensation of any Employee
      taken into account for any purpose for any Plan Year shall not exceed (i)
      one hundred fifty thousand dollars ($150,000) for Plan Years beginning
      before January 1, 2002, or (ii) two hundred thousand dollars ($200,000)
      for Plan Years beginning on and after January 1, 2002, as adjusted by the
      Secretary of the Treasury for increases in the cost of living in
      accordance


                                       3
<PAGE>

      with Code Section 401(a)(17). The cost-of-living adjustment in effect for
      a calendar year applies to Compensation for the Plan Year that begins with
      or within such calendar year.

      "CONTRIBUTIONS" mean any one or more of After-Tax Contributions,
Before-Tax Contributions, Matching Employer Contributions, Rollover
Contributions, Qualified Nonelective Contributions and Profit Sharing
Contributions, as the context requires.

      "CONTROLLED GROUP" means the Employers and any and all other corporations,
trades and/or businesses, the employees of which, together with Employees of an
Employer, are required by Code Section 414 to be treated as if they were
employed by a single employer. For purposes of Section 5.9 hereof, "Controlled
Group" shall be interpreted in accordance with Code Section 415(h).

      "CONTROLLED GROUP MEMBER" means each corporation or unincorporated trade
or business that is or was a member of the Controlled Group, but, except as
provided in Section 2.42(d) hereof, only during such period as it is or was such
a member of the Controlled Group.

      "COVERED EMPLOYEE" means any Employee of an Employer who is in a class or
group to which the Employer has extended eligibility for participation in the
Plan, excluding, however, any Employee who (a) is included in a collective
bargaining unit (either directly or through an employer's association) unless
the collective bargaining agreement expressly provides that the Employee is to
be eligible under the Plan, (b) is a non-resident alien (other than an alien who
is only temporarily located outside of the United States) or (c) is a leased
employee (as defined in the definition of the term "Employee" in this Article
II).

      "DEATH BENEFICIARY" means:

            (a) a Participant's Spouse or, if he has no Spouse or if his Spouse
      consents to the designation, such person or persons other than, or in
      addition to, his Spouse as may be designated by the Participant as his
      Death Beneficiary under the Plan. A Participant's designation required by
      this definition may be made, revoked or changed (without the consent of
      any previously designated Death Beneficiary, except as provided in this
      definition) only by an instrument (in the form provided by the Plan
      Administrator) that is signed by the Participant, that, if he has a
      Spouse, includes his Spouse's written consent to the action to be taken
      pursuant to such instrument (unless such action results in the Spouse
      being named as the Participant's sole Death Beneficiary), and that is
      filed with the Plan Administrator before the Participant's death. A
      Spouse's consent required by this definition shall be signed by the
      Spouse, shall acknowledge the effect of such consent, shall be witnessed
      by a notary public and shall be effective only with respect to such
      Spouse. A Spouse's consent is not required if it is established to the
      satisfaction of the Plan Administrator that the consent cannot be obtained
      because there is no Spouse, because the Spouse cannot be located, or
      because of such other circumstances as the Secretary of the Treasury may
      prescribe by regulations.

            (b) In default of such a designation and at any other time when
      there is no existing Death Beneficiary designated by the Participant, his
      Death Beneficiary shall be


                                       4
<PAGE>

      determined by the Plan Administrator in the following order: (i) his
      Spouse, (ii) his children, (iii) his parents, (iv) his siblings and (v)
      his estate. For purposes of the preceding sentence, "children," "parents"
      and "siblings" shall only include those individuals living at the time of
      the Participant's death and not the descendants of any child, parent or
      sibling, as applicable.

            (c) If a person designated by a Participant as his Death Beneficiary
      ceases to exist on or after the date of the Participant's death, the Death
      Beneficiary shall be that person's estate or such other person designated
      by that person pursuant to this definition.

      "EFFECTIVE DATE" means January 1, 1996; provided, however, that the Plan
shall be effective upon its execution for purposes of transfers pursuant to
Section 4.13 hereof. The effective date of this amendment and restatement of the
Plan is December 11, 2003.

      "ELIGIBLE EMPLOYEE" means an Employee who is eligible for participation in
the Plan in accordance with Article III hereof.

      "ELIGIBLE RETIREMENT PLAN" means any of the following plans that accepts a
Participant's Eligible Rollover Distribution: (a) an individual retirement
account described in Code Section 408(a); (b) an individual retirement annuity
described in Code Section 408(b); (c) an annuity plan described in Code Section
403(a); (d) a qualified trust described in Code Section 401(a); (e) for Eligible
Rollover Distributions made on and after January 1, 2002, an annuity contract
described in Code Section 403(b); and (f) for Eligible Rollover Distributions
made on and after January 1, 2002, an eligible plan under Code Section 457(b)
which is maintained by a State, political subdivision of a State, or any agency
or instrumentality of a State or political subdivision of a State and which
agrees to separately account for amounts transferred into such plan from this
Plan. However, in the case of an Eligible Rollover Distribution made before
January 1, 2002 to a surviving spouse, an Eligible Retirement Plan is an
individual retirement account described in Code Section 408(a) or an individual
retirement annuity described in Code Section 408(b).

      "ELIGIBLE ROLLOVER DISTRIBUTION" means:

            (a) any distribution of all or any portion of the Participant's
      Account, except (i) any distribution required under Code Section
      401(a)(9), (ii) any distribution if it and all other Eligible Rollover
      Distributions to the Participant during the calendar year are reasonably
      expected to total less than Two Hundred Dollars ($200), (iii) with respect
      to any distribution made prior to January 1, 2002, the portion of the
      distribution not includible in gross income (determined without regard to
      the exclusion for net unrealized appreciation described in Code Section
      402(e)(4)), (iv) effective January 1, 1999, any "hardship" distribution
      (as defined in Code Section 401(k)), (v) any distribution that is one of a
      series of periodic payments for a specified period of ten (10) or more
      years, and (vi) such other amounts specified in Treasury regulations or
      Internal Revenue Service rulings, notices or announcements issued under
      Code Section 402(c).

                                       5
<PAGE>

            (b) Notwithstanding (a) above, effective January 1, 2002, no portion
      of a distribution shall fail to be an Eligible Rollover Distribution
      merely because the portion consists of After-Tax Contributions not
      includible in gross income, provided, however, that such portion may be
      transferred only to an individual retirement account or annuity described
      in Code Section 408(a) or (b), or to a qualified defined contribution plan
      described in Code Sections 401(a) or 403(a), that agrees to separately
      account for amounts so transferred, including separately accounting for
      the portion of such distribution which is includible in gross income and
      the portion of such distribution which is not so includible.

      "EMPLOYEE" means:

            (a) Any person who is subject to the dominion and control of a
      Controlled Group Member with respect to the type, kind, nature and scope
      of services furnished and, to the extent required by Code Section 414(n),
      any person who is a "leased employee" of a Controlled Group Member.

            (b) For purposes of this definition, effective January 1, 1997, a
      "leased employee" means any person who, pursuant to an agreement between a
      Controlled Group Member and any other person ("leasing organization"), has
      performed services for the Controlled Group Member on a substantially
      full-time basis for a period of at least one year, and such services are
      performed under the primary direction and control of the Controlled Group
      Member. Contributions or benefits provided to a leased employee by the
      leasing organization that are attributable to services performed for a
      Controlled Group Member will be treated as provided by the Controlled
      Group Member. A leased employee will not be considered an Employee of a
      Controlled Group Member, however, if (i) leased employees do not
      constitute more than twenty percent (20%) of the Controlled Group Member's
      nonhighly compensated work force (within the meaning of Code Section
      414(n)(5)(C)(ii)) and (ii) such leased employee is covered by a money
      purchase pension plan maintained by the leasing organization that provides
      (A) a nonintegrated employer contribution rate of at least ten percent
      (10%) of Compensation, (B) immediate participation and (C) full and
      immediate vesting.

      "EMPLOYER" means any Controlled Group Member that adopts the Plan as
specified in Article XIII hereof. However, any person that adopts the Plan and
thereafter ceases to exist, ceases to be a member of the Controlled Group or
withdraws or is eliminated from the Plan, shall not thereafter be an Employer.
The Employers under the Plan are listed on Exhibit A.

      "EMPLOYER CONTRIBUTIONS" means Matching Employer Contributions as
described in Section 5.1 hereof, Qualified Nonelective Contributions as
described in Section 5.4 and Profit Sharing Contributions as described in
Section 5.6.

      "EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee first
performs an Hour of Service for a Controlled Group Member.

                                       6
<PAGE>

      "ENROLLMENT DATE" means:

            (a) Effective as of January 1, 2000, the first day of the first pay
      period of the first administratively feasible month following the month in
      which an Employee becomes an Eligible Employee.

            (b) Effective as of January 1, 2003, the first administratively
      practicable date following the date an Eligible Employee files (or is
      deemed to file) an application for enrollment with the Trustee pursuant to
      Article III hereof.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "FEDEX CORP. STOCK" means the voting common stock of FedEx Corporation.

      "FEDEX STOCK FUND" means the Investment Fund described in Section 7.1
hereof, which is invested in FedEx Corp. Stock, and, as appropriate to meet the
needs of the Plan, cash.

      "FIDUCIARY" means any person who (a) exercises any discretionary authority
or discretionary control respecting management of the Plan or exercises any
authority or control respecting management or disposition of the Trust Fund, (b)
renders investment advice for a fee or other compensation, direct or indirect,
with respect to the Trust Fund, or has authority or responsibility to do so, or
(c) has any discretionary authority or discretionary responsibility in the
administration of the Plan or the Trust Fund. The term "Fiduciary" shall also
include any person to whom a Named Fiduciary delegates any of his fiduciary
responsibilities hereunder in accordance with the provisions of the Plan, as
long as such designation is in effect.

      "FULL-TIME EMPLOYEE" means any permanent Employee who is regularly
scheduled to work at least 40 hours per week.

      "HARDSHIP" means an immediate and heavy financial need on the part of a
Participant for:

            (a) expenses for medical care described in Code Section 213(d)
      previously incurred by the Participant, his Spouse, or any dependents of
      the Participant (as defined in Code Section 152), or expenses necessary
      for these persons to obtain such medical care;

            (b) costs directly related to the purchase (excluding mortgage
      payments) of a principal residence for the Participant;

            (c) the payment of tuition, related educational fees, and room and
      board expenses for the next twelve (12) months of post-secondary education
      for the Participant, his Spouse, his children or his dependents (as
      defined in Code Section 152);

                                       7
<PAGE>

            (d) payments necessary to prevent the eviction of the Participant
      from his principal residence or foreclosure on the mortgage of the
      Participant's principal residence; or

            (e) any other financial need that the Commissioner of Internal
      Revenue, through the publication of revenue rulings, notices and other
      documents of general applicability, may from time to time designate as a
      deemed immediate and heavy financial need as provided in Treasury
      Regulation Section 1.401(k)-1(d)(2)(iv)(C).

      "HIGHLY COMPENSATED EMPLOYEE" means:

            (a) effective January 1, 1997, for a particular Plan Year, any
      Employee:

                  (i) who, during the current or the preceding Plan Year, was at
            any time a 5-percent owner (as such term is defined in Code Section
            416(i)(1)), or

                  (ii) for the preceding Plan Year, received compensation from
            the Controlled Group in excess of $80,000 (as adjusted under Code
            Section 414(q)(1)), and was in the top-paid group of Employees for
            such Plan Year.

            (b) The term "Highly Compensated Employee" shall include a former
      Employee whose Termination of Employment occurred prior to the Plan Year
      and who was a Highly Compensated Employee for the Plan Year in which his
      Termination of Employment occurred or for any Plan Year ending on or after
      his fifty-fifth (55th) birthday.

            (c) For the purposes of this Section, the term "compensation" shall
      mean (i) for the period prior to January 1, 1998, the sum of an Employee's
      compensation under Section 5.8(c) hereof and the Employee's Before-Tax
      Contributions (subject to the limitation described in Subsection (b) of
      the definition of the term "Compensation" in this Article II) and elective
      or salary reduction contributions pursuant to a cafeteria plan under Code
      Section 125 or a tax-sheltered annuity under Code Section 403(b), and (ii)
      for the periods commencing on and after January 1, 1998, an Employee's
      compensation under Section 5.9(c) hereof (subject to the limitation
      described in Subsection (b) of the definition of the term "Compensation"
      in this Article II).

            (d) For purposes of this definition, the term "top-paid group of
      Employees" shall mean that group of Employees of the Controlled Group
      consisting of the top 20 percent (20%) of such Employees when ranked on
      the basis of compensation paid by the Controlled Group during the
      preceding Plan Year.

      "HOURS OF SERVICE" means:

            (a)) an hour for which an Employee is paid, or entitled to payment,
      by one or more Controlled Group Members for the performance of duties as
      an Employee and, with respect to a Temporary or Casual Employee, shall be
      determined in accordance with the


                                       8
<PAGE>

      provisions of 29 C.F.R. Section 2530.200b-2(a) and (b), which provisions
      are incorporated herein by reference.

            (b) For purposes of determining the Hours of Service of a Temporary
      or Casual Employee, Hours of Service shall be credited to eligibility
      computation periods and Plan Years in accordance with the provisions of 29
      C.F.R. Section 2530.200b-2(c), which provisions are incorporated herein by
      reference.

            (c) Anything in the Plan to the contrary notwithstanding, for
      purposes of determining the Hours of Service of a Temporary or Casual
      Employee, such Employee shall be credited with such Hours of Service not
      otherwise credited to him under the Plan as may be required by any
      applicable law.

      "INSTRUMENT OF ADOPTION" means the instrument referred to in Section 13.1
hereof by which a corporation or other business organization adopts the Plan and
designates a group or groups of its Employees as Covered Employees under the
Plan.

      "INVESTMENT COMMITTEE" means the investment committee appointed pursuant
to Section 9.8 hereof.

      "INVESTMENT FUNDS" means any of the funds provided for in Section 7.1
hereof.

      "MATCHING EMPLOYER CONTRIBUTIONS" means the contributions provided for in
Section 5.1 hereof or any other comparable matching contributions transferred to
the Plan pursuant to Section 4.13 hereof.

      "NAMED FIDUCIARY" shall have the same meaning assigned to such term under
ERISA Section 402.

      "ONE-YEAR BREAK IN SERVICE" or "1-YEAR BREAK IN SERVICE" means:

            (a) a twelve- (12-) month period beginning on an Employee's
      Severance Date and ending on the first anniversary of such Date, provided
      that during such period the Employee does not perform an Hour of Service.

            (b) If an Employee is absent from work for any period due to (i) the
      pregnancy of the Employee, (ii) the birth of a child of the Employee,
      (iii) the placement of a child with the Employee in connection with the
      adoption of such child by the Employee, or (iv) caring for a child for a
      period beginning immediately following the birth or placement of such
      child, such Employee shall not, solely by reason of such absence, be
      considered to have incurred a Period of Severance until the expiration of
      the twenty-four (24) consecutive month period commencing on the first day
      of such absence and shall incur a One-Year Break in Service if he does not
      perform an Hour of Service during the twelve (12) month period immediately
      following such twenty-four (24) month period.

                                       9
<PAGE>

            (c) Notwithstanding the provisions of Subsection (a) of this
      definition, with respect to an Employee who is a Temporary or Casual
      Employee, "One-Year Break in Service" means a Plan Year in which such
      Employee does not complete more than 500 Hours of Service.

            (d) Notwithstanding the provisions of Subsection (b) of this
      definition, if a Temporary or Casual Employee is absent from work for any
      period due to (1) the pregnancy of the Employee, (2) the birth of a child
      of the Employee, (3) the placement of a child of the Employee in
      connection with the adoption of such child by the Employee, or (4) caring
      for a child for a period beginning immediately following the birth or
      placement of such child, such Employee shall receive credit for Hours of
      Service equal to:

                  (i) the number of Hours of Service which otherwise would
            normally have been credited to him but for the absence; or

                  (ii) if the number of Hours of Service under Subparagraph (i)
            is not determinable, eight (8) Hours of Service per normal work day
            of the absence; provided, however, that no more than 501 Hours of
            Service shall be credited under this Subsection by reason of the
            absence. The Hours of Service shall be credited:

                        (A) in the Plan Year in which the absence from work
                  begins, if the Employee would be prevented from incurring a
                  1-Year Break in Service in such Year; or

                        (B) in the immediately following Plan Year.

      "PARTICIPANT" means:

            (a) an Eligible Employee who has become and continues to be a
      Participant in accordance with the provisions of Article III hereof, or
      any former Eligible Employee who was a Participant while employed as an
      Eligible Employee and who continues to have a vested interest in the Plan.

            (b) The term "Participant" shall also mean any Employee who was a
      participant in the Roadway Services, Inc. Stock Savings and Retirement
      Income Plan and Trust, as amended and restated, on December 31, 1995 and
      whose account balance in such plan has been transferred to the Plan after
      the Effective Date; provided, however, that such an Employee who does not
      otherwise meet the requirements for participation contained in Article III
      hereof shall not be entitled to make Before-Tax or After-Tax Contributions
      pursuant to Article IV hereof or to receive an allocation of Matching
      Employer Contributions, Qualified Nonelective Contributions or Profit
      Sharing Contributions pursuant to Article V hereof.

                                       10
<PAGE>

      "PART-TIME EMPLOYEE" means any permanent Employee who is regularly
scheduled to work a number of hours per week that is less than 40.

      "PERIOD OF SERVICE" means,

            (a) Except as provided in Subsection (c) or (e) of this definition,
      the total of an Employee's periods of Service commencing with his
      Employment Commencement Date (or Reemployment Commencement Date, if
      applicable) and ending on his next following Severance Date.

            (b) If an Employee, whose Period of Severance occurs as a result of
      a voluntary Termination of Employment, involuntary Termination of
      Employment, or retirement, performs an Hour of Service for a Controlled
      Group Member within the twelve (12) consecutive month period beginning on
      his Severance Date, the period beginning on his Severance Date and ending
      on the date on which he performs an Hour of Service shall be taken into
      account in determining his Period of Service hereunder. Notwithstanding
      the foregoing, if an Employee's Period of Severance occurs as a result of
      a voluntary Termination of Employment, an involuntary Termination of
      Employment or retirement during a period of absence referred to in
      Subsection (ii) of the definition of the term "Period of Severance," in
      this Article II, the period beginning on his Severance Date (i.e., the
      date of the voluntary Termination of Employment, the involuntary
      Termination of Employment or retirement) and ending on the date on which
      he performs an Hour of Service shall not be taken into account in
      determining his Period of Service unless he performs such Hour of Service
      within twelve (12) months of the date on which the Employee was first
      absent.

            (c) In the case of any Employee who incurs a Period of Severance
      that includes at least one 1-Year Break in Service and who later again
      becomes an Employee, any Period of Service before such Period of Severance
      (a "Prior Period of Service") shall not be taken into account in
      determining his Period of Service hereunder if at the beginning of such
      Period of Severance he did not have a nonforfeitable right to a benefit
      under the Plan and the length of his Period of Severance equals or exceeds
      five (5) years; and the length of his Prior Period of Service shall not
      include any time that is not required to be counted under this Section by
      reason of any prior Period of Severance that included at least one 1-Year
      Break in Service.

            (d) (Controlled Group Member) A Covered Employee's Period of Service
      shall include any employment with a Controlled Group Member who is not an
      Employer prior to the date that entity became a Controlled Group Member,
      provided that such Covered Employee was employed by such Controlled Group
      Member immediately prior to becoming a Covered Employee.

            (e) (Predecessor Employer) Notwithstanding anything in this
      definition to the contrary, an Employee's Period of Service shall include
      service with the Predecessor Employer prior to January 1, 1996.

                                       11

<PAGE>

                  (f) Notwithstanding anything in the Plan to the contrary, an
         Employee shall be credited with such Periods of Service not otherwise
         credited to him under the Plan as may be required by applicable law and
         no Employee shall be credited with a Period of Service more than once
         for the same period of employment unless otherwise required by
         applicable law.

         "PERIOD OF SEVERANCE" means, except as provided in Subsection (b) of
the definition of the term "One-Year Break in Service" in this Article II, the
period commencing with the earlier of (i) the date on which an Employee
separates from Service by reason of a voluntary Termination of Employment,
retirement, death or an involuntary Termination of Employment, or (ii) the date
twelve (12) months after the date an Employee remains absent from Service (with
or without pay) for any reason other than a voluntary Termination of Employment,
retirement, death or an involuntary Termination of Employment, and ending, if
applicable, with the date such Employee resumes Service.

         "PLAN" means the Roadway LLC 401(k) Stock Savings Plan, the terms and
provisions of which are hereinafter set forth, as the same may be amended from
time to time.

         "PLAN ADMINISTRATOR" means, as defined in ERISA Section 3(16)(A) and
Code Section 414(g), the Company for periods prior to January 1, 2003 and after
December 10, 2003, and the Administrative Committee, for the period January 1,
2003 through December 10, 2003. The Plan Administrator may delegate all or any
part of its powers, duties and authorities in such capacity (without ceasing to
be the Plan Administrator) as hereinafter provided. As used in this Plan, the
term "Plan Administrator" shall refer to the Company or Administrative
Committee, as applicable, or to any person to whom the Company or Administrative
Committee, as applicable, has delegated responsibility.

         "PLAN YEAR" means a twelve- (12-) month period beginning January 1 and
ending December 31 of each year.

         "PREDECESSOR EMPLOYER" means, for the periods prior to January 1, 1996,
Roadway Services, Inc. and any and all other corporations, trades and/or
businesses, the employees of which, together with Employees of the Company, were
required by Code Section 414 to be treated as if they were employed by a single
employer.

         "PRIOR PLANS" means the Roadway Services, Inc. Stock Savings and
Retirement Income Plan and Trust, as amended and restated, and the Roadway
Services, Inc. Stock Bonus Plan and Trust, as amended and restated, as each are
in effect on the Effective Date.

         "PROFIT SHARING CONTRIBUTIONS" means Employer contributions as
specified in Section 5.6 hereof.

         "QUALIFIED NONELECTIVE CONTRIBUTIONS" means contributions made by an
Employer pursuant to Section 5.4 hereof that (a) Participants eligible to share
therein may not elect to receive in cash until distribution from the Plan, (b)
are nonforfeitable when made, (c) are distributable only in accordance with the
distribution rules applicable to Before-Tax

                                       12
<PAGE>
Contributions and (d) are paid to the Trust Fund during the Plan Year for which
made or within the time following the close of such Plan Year which is
prescribed by law for the filing by an Employer of its federal income tax return
(including extensions thereof).

         "REEMPLOYMENT COMMENCEMENT DATE" means the date following an Employee's
One-Year Break in Service on which he again performs an Hour of Service for a
Controlled Group Member.

         "ROLLOVER CONTRIBUTIONS" means cash or other property acceptable to the
Plan Administrator received and held by the Trustee pursuant to the provisions
of Section 4.12 hereof.

         "SAFE HARBOR MATCHING CONTRIBUTION" means any Matching Employer
Contribution designated as a Safe Harbor Matching Contribution and made to the
Plan as provided in Section 5.3 hereof that meets the requirements of Code
Section 401(k)(12)(B). The contribution period for a Safe Harbor Matching
Contribution shall be each pay period.

         "SALARY REDUCTION AGREEMENT" means the arrangement provided for in
Section 4.1(a) hereof.

         "SERVICE" means employment with any Controlled Group Member.

         "SEVERANCE DATE" means the date on which an Employee's Period of
Severance commences.

         "SPOUSE" means the person to whom an Employee is legally married at the
specified time; provided, however, that a former Spouse may be treated as a
Spouse or surviving Spouse to the extent required under the terms of a
"qualified domestic relations order" (as such term is defined in Code Section
414(p)).

         "STOCK BONUS PORTION" means the portion of each Participant's Account
which is attributable to his former account balance in the Roadway Services,
Inc. Stock Bonus Plan and Trust, as amended and restated and transferred to the
Plan pursuant to Section 4.13 hereof.

         "TEMPORARY OR CASUAL EMPLOYEE" means any Employee who is employed on an
"on call" basis or does not have a regular work schedule. The term "Temporary or
Casual Employee" shall not include a Full-Time Employee or a Part-Time Employee.

         "TERMINATION OF EMPLOYMENT" means the earlier of a Participant's
cessation of active employment with the Controlled Group through a voluntary
termination, involuntary termination, death or retirement or the date that is
twelve (12) months after his last day worked with the Controlled Group.

         "TOTALLY AND PERMANENTLY DISABLED". A Participant shall be deemed to be
"Totally and Permanently Disabled" for purposes of the Plan if such Participant
terminated employment with the Controlled Group by reason of a bodily injury or
disease or mental disorder (as defined in

                                       13
<PAGE>
any long-term disability benefit contract of an Employer applicable to him) that
entitled him to disability benefits under such contract for at least twelve (12)
complete calendar months.

         "TRUST" means the trust established under the Trust Agreement for the
holding, investment, administration and distribution of the Trust Fund.

         "TRUST AGREEMENT" means the Trust Agreement between the Company and the
Trustee providing, among other things, for the Trust and the establishment of
the Trust Fund, as such Trust Agreement shall be amended from time to time, or
any trust agreement superseding the same. The Trust Agreement is hereby
incorporated into the Plan by reference.

         "TRUST FUND" means the assets held by the Trustee under the provisions
of the Trust Agreement, without distinction as to principal or interest.

         "TRUSTEE" means the trustee or trustees appointed pursuant to the Trust
Agreement, and any successor Trustee thereto.

         "VALUATION DATE" means (a) effective January 17, 2001, each day on
which the Trustee, the New York Stock Exchange and the National Association of
Securities Dealers Automated Quotation System are open for business, and (b)
effective January 1, 2003, "Valuation Date" means each day on which the New York
Stock Exchange is open for business.

         "YEAR OF SERVICE" means

         (a) except as provided in Subsection (b) of this definition, each
portion of an Employee's Period of Service that equals 365 days (whether or not
consecutive); and

         (b) with respect to an Employee who is a Temporary or Casual Employee,
any eligibility computation period during which the Employee completes at least
one thousand (1,000) Hours of Service. The Employee's initial eligibility
computation period shall be the twelve (12)-month period beginning on the
Employee's Employment Commencement Date or Reemployment Commencement Date, as
applicable. If the Employee does not complete at least one thousand (1,000)
Hours of Service during the initial eligibility computation period, the
eligibility computation period shall become the Plan Year, beginning with the
Plan Year next following the Employee's Employment Commencement Date or
Reemployment Commencement Date, as applicable. If an Employee completes one
thousand (1,000) Hours of Service during his initial eligibility computation
period, the Employee shall be treated as having completed one Year of Service on
the last day of the initial eligibility computation period. Effective January 1,
2003, if an Employee completes one thousand (1,000) Hours of Service during an
eligibility computation period other than his initial eligibility computation
period, the Employee shall be treated as having completed one Year of Service on
the date during such eligibility computation period on which he completes such
one thousand (1,000) Hours of Service.

                                       14
<PAGE>
                   ARTICLE III. ELIGIBILITY FOR PARTICIPATION

3.1 ELIGIBILITY TO PARTICIPATE.

         (a) Any Employee who was a Participant in the Plan on December 31,
2001, and who is a Covered Employee on January 1, 2002, shall be an Eligible
Employee and Participant under the Plan on such date.

         (b) Effective January 1, 2003,

                  (i) Each Covered Employee, other than a Temporary or Casual
         Employee, who does not become an Eligible Employee under (a) above
         shall become an Eligible Employee on the later of the date on which the
         Employee (A) becomes a Covered Employee, or (B) attains age twenty-one
         (21).

                  (ii) Each Covered Employee who is a Temporary or Casual
         Employee and who does not become an Eligible Employee under (a) above
         shall become an Eligible Employee on the latest of the date on which
         the Employee (A) becomes a Covered Employee, (B) attains age twenty-one
         (21), or (C) completes one thousand (1,000) Hours of Service during any
         eligibility computation period. An Employee's initial eligibility
         computation period shall be the twelve (12)-month period beginning on
         the Employee's Employment Commencement Date or Reemployment
         Commencement Date, as applicable. If the Employee does not complete at
         least one thousand (1,000) Hours of Service during his initial
         eligibility computation period, the eligibility computation period
         shall become the Plan Year, beginning with the Plan Year next following
         the Employee's Employment Commencement Date or Reemployment
         Commencement Date, as applicable. If an Employee completes one thousand
         (1,000) Hours of Service on a date during any eligibility computation
         period, the Employee shall be treated as having satisfied the service
         requirement of the foregoing clause (C) on such date.

         (c) Effective January 1, 2003,

                  (i) Each Eligible Employee shall become a Participant on the
         Enrollment Date next following the date on which the Eligible Employee
         files an application for enrollment with the Trustee in accordance with
         enrollment procedures established by the Plan Administrator.

                  (ii) Notwithstanding (i) above, each Employee who becomes a
         Covered Employee on or after January 1, 2000, automatically shall
         become a Participant on the Enrollment Date next following the
         ninetieth (90th) day after the date on which the Employee becomes an
         Eligible Employee, unless such Employee (A) elects to enroll in the
         Plan on an earlier Enrollment Date pursuant to (i) above, or (B)
         affirmatively declines to enroll in the Plan (in such form, in such
         manner and at such time as the Plan Administrator shall require).

                                       15
<PAGE>
3.2 DURATION OF PARTICIPATION.

         An Employee or former Employee shall remain a Participant so long as
(a) he meets the requirements of Section 3.1 hereof, or (b) a portion of the
Trust Fund is credited to his Account and held for his benefit by the Trustee.
However, a Participant who ceases to meet the requirements of Section 3.1 hereof
may make no further After-Tax Contributions and may have no Before-Tax
Contributions or Matching Employer Contributions made for him until he again
becomes an Eligible Employee and he again enrolls as a contributing Participant
pursuant to Section 3.1 hereof. If an Eligible Employee ceases to be an Eligible
Employee and later again becomes an Eligible Employee, he may again, subject to
the foregoing limitations of this Section, participate in the Plan on the day he
so again becomes an Eligible Employee.

3.3 PARTICIPATION DUE TO ADMINISTRATIVE ERROR.

         Any Employee of an Employer who was allowed to participate in the Plan
through an administrative error but who is not a Covered Employee shall be
considered an Eligible Employee for purposes of his initial participation in the
Plan, but shall cease to be considered an Eligible Employee (and, therefore,
shall cease to meet the requirements of Section 3.1 hereof) on the date such
error is discovered. Notwithstanding the foregoing, this Section shall only
apply to an Employee who is not a Highly Compensated Employee.

                      ARTICLE IV. PARTICIPANT CONTRIBUTIONS

4.1 AMOUNT OF BEFORE-TAX AND AFTER-TAX CONTRIBUTIONS.

         (a) Upon enrollment pursuant to Section 3.1(c) hereof, a Participant
may agree pursuant to a Salary Reduction Agreement to have his Employer make
Before-Tax Contributions to the Trust of up to (1) fourteen and one half percent
(14 1/2%), for periods prior to March 1, 2002, or (ii) twenty-five percent
(25%), for periods after February 28, 2002, of his Compensation (in 1/2%
increments) through equal pay period reductions. Effective as of January 1,
2000, notwithstanding the previous sentence, in the event that an Eligible
Employee is automatically enrolled in the Plan pursuant to Section 3.1(c)(ii)
hereof, such Eligible Employee shall be deemed to have elected to have
Before-Tax Contributions made to the Plan on his behalf in accordance with this
Section at the rate of 3% of his Compensation through equal pay period
reductions.

         (b) Upon enrollment pursuant to Section 3.1(c) hereof, a Participant
may elect to make After-Tax Contributions to the Trust of up to four and a half
percent (4 1/2%) of his Compensation (in 1/2% increments) through equal pay
period reductions.

         (c) Notwithstanding the foregoing, if a Participant's Before-Tax
Contributions and/or After-Tax Contributions must be reduced to comply with the
requirements of Section 4.7 or 4.8 hereof, as applicable, or the requirements of
applicable law, his Before-Tax Contributions and/or After-Tax Contributions as
so reduced will be the maximum percentages of his Compensation permitted by such
Section or law and the increment requirements listed above shall not apply.

                                       16
<PAGE>
4.2 MAXIMUM AND MINIMUM CONTRIBUTIONS.

         (a) Subject to Subsection (b) below, a Participant's Before-Tax
Contributions and/or After-Tax Contributions with respect to any pay period must
equal at least one percent (1%) (one and one-half percent (1 1/2%) for periods
prior to January 1, 2003) of his Compensation and may not, in the aggregate,
exceed twenty-five percent (25%) (fourteen and one half percent (14 1/2%) for
periods prior to March 1, 2002) of his Compensation. The Plan Administrator
shall have the discretion to reduce or suspend the Before-Tax Contributions
and/or to reduce, suspend or increase After-Tax Contributions of any Employee to
satisfy any of the limits expressed in this Article.

         (b) Effective for Plan Years beginning on and after January 1, 2003,
all Participants who are eligible to make Before-Tax Contributions hereunder and
who have attained age 50 before the close of the Plan Year shall be eligible to
make "catch-up contributions" in accordance with, and subject to the limitations
of, Code Section 414(v). Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required
limitations of Code Sections 402(g) and 415. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
Code Section 401(k)(3), 401(k)(12), 410(b) or 416, as applicable, by reason of
Participants making such catch-up contributions.

4.3 PAYMENTS TO TRUSTEE.

         Effective as of February 3, 1997, Before-Tax Contributions and
After-Tax Contributions that are made by or for a Participant shall be
transmitted by the Employers to the Trustee as soon as practicable, but in no
event later than fifteen (15) business days after the end of the calendar month
in which such Contributions are withheld or would otherwise have been paid to
the Participant.

4.4 CHANGES IN CONTRIBUTIONS.

         The percentage or percentages designated or deemed to have been
designated by a Participant pursuant to Section 4.1 hereof shall continue in
effect, notwithstanding any changes in the Participant's Compensation. Effective
as of January 1, 2000, a Participant may, however, in accordance with the
percentages permitted by Sections 4.1 and 4.2(a) hereof, change the percentage
of his Before-Tax Contributions and/or his After-Tax Contributions effective as
soon as practicable after the Participant files a notice of such change with the
Plan Administrator at the time and in the manner prescribed by the Plan
Administrator. Notwithstanding the foregoing, the Plan Administrator may,
pursuant to uniform nondiscriminatory procedures, increase the Participant's
After-Tax Contributions for the remainder of the Plan Year if such Participant's
Before-Tax Contributions are ceased as a result of the application of Section
4.6 hereof.

                                       17
<PAGE>
4.5 SUSPENSION AND RESUMPTION OF CONTRIBUTIONS.

         (a) Upon prior notice filed with the Plan Administrator, within such
notice period established by the Plan Administrator, a Participant may at any
time suspend his Before-Tax Contributions and/or After-Tax Contributions
effective with the start of the next payroll period following the expiration of
such notice period. A Participant who has so suspended his Before-Tax
Contributions and/or After-Tax Contributions may, upon prior notice filed with
the Plan Administrator, within such notice period established by the Plan
Administrator, resume making such Contributions as of the first full pay period
following the expiration of such notice period if he is an Eligible Employee on
such date.

         (b) Notwithstanding (a) above, for periods prior to January 1, 2003, a
suspension of Before-Tax Contributions and/or After-Tax Contributions must be
made for not less than one (1) calendar quarter. If a Participant suspended his
Before-Tax Contributions and/or After-Tax Contributions prior to January 1,
2003, his mandatory suspension period will expire on the earlier of (i) the date
the mandatory suspension period would have ended without regard to this
provision, or (ii) January 1, 2003.

4.6 EXCESS DEFERRALS.

         (a) Notwithstanding the foregoing provisions of this Article (except
Section 4.2(b) hereof), a Participant's Before-Tax Contributions for any taxable
year of such Participant shall not exceed the dollar limitation in effect under
Code Section 402(g) for such taxable year. Except as otherwise provided in this
Section, a Participant's Before-Tax Contributions for purposes of this Section
shall include (i) any employer contribution made under any qualified cash or
deferred arrangement as defined in Code Section 401(k) to the extent not
includible in gross income for the taxable year under Code Section 402(e)(3)
(determined without regard to Code Section 402(g)), (ii) any employer
contribution to the extent not includible in gross income for the taxable year
under Code Section 402(h)(1)(B) (determined without regard to Code Section
402(g)) and (iii) any employer contribution to purchase an annuity contract
under Code Section 403(b) under a salary reduction agreement within the meaning
of Code Section 3121(a)(5)(D).

         (b) In the event that a Participant's Before-Tax Contributions exceed
the amount described in Subsection (a) of this Section (hereinafter called
"excess deferrals"), such excess deferrals (and any income allocable thereto)
shall be distributed to the Participant by April 15 following the close of the
taxable year in which such excess deferrals occurred if (and only if), by April
15 of such taxable year the Participant (i) allocates the amount of such excess
deferrals among the plans under which the excess deferrals were made and (ii)
notifies the Plan Administrator of the portion allocated to this Plan.

         (c) In the event that a Participant's Before-Tax Contributions under
this Plan exceed the amount described in Subsection (a) of this Section, or in
the event that a Participant's Before-Tax Contributions under this Plan do not
exceed such amount but he allocates a portion of his excess deferrals to his
Before-Tax Contributions made to this Plan, Matching Employer Contributions, if
any, made with respect to such Before-Tax Contributions (and any income

                                       18
<PAGE>
allocable thereto) shall be applied to reduce subsequent Matching Employer
Contributions required under the Plan.

4.7 EXCESS BEFORE-TAX CONTRIBUTIONS.

         (a) Notwithstanding the provisions of this Article (other than Section
4.14 hereof) and Article V hereof, for any Plan Year,

                  (i) the actual deferral percentage (as defined in Subsection
         (b) of this Section) for the group of Highly Compensated Eligible
         Employees (as defined in Subsection (c) of this Section) for such Plan
         Year shall not exceed the actual deferral percentage for all other
         Eligible Employees for such Plan Year multiplied by 1.25, or

                  (ii) the excess of the actual deferral percentage for the
         group of Highly Compensated Eligible Employees for such Plan Year over
         the actual deferral percentage for all other Eligible Employees for
         such Plan Year shall not exceed two (2) percentage points, and the
         actual deferral percentage for the group of Highly Compensated Eligible
         Employees for such Plan Year shall not exceed the actual deferral
         percentage for all other Eligible Employees for such Plan Year
         multiplied by two (2). If two or more plans that include cash or
         deferred arrangements are considered as one plan for purposes of Code
         Sections 401(a)(4) or 410(b), such arrangements included in such plans
         shall be treated as one arrangement for the purposes of this
         Subsection; and if any Highly Compensated Eligible Employee is a
         participant under two or more cash or deferred arrangements of the
         Controlled Group, all such arrangements shall be treated as one cash or
         deferred arrangement for purposes of determining the deferral
         percentage with respect to such Highly Compensated Eligible Employee.

         (b) For the purposes of this Section, the actual deferral percentage
for a specified group of Eligible Employees for a Plan Year shall be the average
of the ratios (calculated separately for each Eligible Employee in such group)
of (i) the amount of Before-Tax Contributions and, at the election of an
Employer, any Qualified Nonelective Contributions, actually paid to the Trust
for each such Eligible Employee for such Plan Year (including any "excess
deferrals" described in Plan Section 4.6(b) hereof) to (ii) the Eligible
Employee's compensation for such Plan Year. For the purposes of this Subsection,
the term "compensation" shall mean the sum of an Eligible Employee's
compensation under Section 5.9(c) hereof and his Before-Tax Contributions
(subject to the limitations described in Subsection (b) of the definition of the
term "Compensation" in Article II hereof).

         (c) For the purposes of this Section, the term "Highly Compensated
Eligible Employee" for a particular Plan Year shall mean any Highly Compensated
Employee who is an Eligible Employee.

         (d) In the event that excess contributions (as such term is hereinafter
defined) are made to the Trust for any Plan Year, then, prior to March 15 of the
following Plan Year, such excess contributions (and any income allocable thereto
through the end of the Plan Year determined in accordance with Section 7.4
hereof) shall be distributed to the Highly

                                       19
<PAGE>
Compensated Eligible Employees on the basis of the amount of Before-Tax
Contributions made by or on behalf of such Highly Compensated Eligible
Employees. Effective January 1, 1997, for the purposes of this Subsection, the
term "excess contributions" shall mean, for any Plan Year, the excess of (i) the
aggregate amount of Before-Tax Contributions actually paid to the Trust on
behalf of Highly Compensated Eligible Employees for such Plan Year over (ii) the
maximum amount of such Before-Tax Contributions permitted for such Plan Year
under Subsection (a) of this Section, determined by reducing Before-Tax
Contributions made on behalf of Highly Compensated Eligible Employees in order
of their actual deferral percentages beginning with the highest of such
percentages.

         (e) Matching Employer Contributions made with respect to a
Participant's excess contributions (and any income allocable thereto) shall be
applied to reduce subsequent Matching Employer Contributions required under the
Plan.

4.8 EXCESS MATCHING EMPLOYER AND AFTER-TAX CONTRIBUTIONS.

         (a) Notwithstanding the foregoing provisions of this Article or the
provisions of Article V hereof, for any Plan Year the contribution percentage
(as defined below) for the group of Highly Compensated Eligible Employees (as
defined in Section 4.7(c) hereof) for such Plan Year shall not exceed the
greater of (i) one hundred twenty-five percent (125%) of the contribution
percentage for all other Eligible Employees, or (ii) the lesser of two hundred
percent (200%) of the contribution percentage for all other Eligible Employees
or the contribution percentage for all other Eligible Employees plus two (2)
percentage points. If two or more plans of the Controlled Group to which
matching employer contributions, employee after-tax contributions or Before-Tax
Contributions are made are treated as one plan for purposes of Code Section
410(b), such plans shall be treated as one plan for purposes of this Subsection;
and if a Highly Compensated Eligible Employee participates in two or more plans
of the Controlled Group to which such contributions are made, all such
contributions shall be aggregated for purposes of this Subsection.

         (b) For the purposes of this Section, the contribution percentage for a
specified group of Eligible Employees for a Plan Year shall be the average of
the ratios (calculated separately for each Eligible Employee in such group) of
(i) the sum of the Matching Employer Contributions, After-Tax Contributions and,
at the election of an Employer, any Qualified Nonelective Contributions paid
under the Plan by or on behalf of each such Eligible Employee for such Plan Year
to (ii) the Eligible Employee's compensation (as defined in Section 4.7(b)
hereof) for such Plan Year.

         (c) Notwithstanding Subsection (a) above, the following special rules
apply for any Plan Year in which the limitations on Before-Tax Contributions
described in Section 4.7 hereof are deemed satisfied, as provided in Section
4.14 hereof:

                  (i) If the limitations on Matching Employer Contributions
         described in this Section 4.8 are also deemed satisfied for the Plan
         Year, as provided in Section 4.14 hereof, the Employer may elect to
         exclude Safe Harbor Matching Employer made on an

                                       20
<PAGE>
         Eligible Employee's behalf for the Plan Year in determining the
         numerator of the Eligible Employee's "contribution percentage" for such
         Plan Year.

                  (ii) If the limitations on Matching Employer Contributions
         described in this Section 4.8 are not deemed satisfied for the Plan
         Year, as provided in Section 4.14 hereof, the Sponsor may elect to
         exclude Safe Harbor Matching Contributions made on an Eligible
         Employee's behalf for the Plan Year in an amount up to four percent of
         the Eligible Employee's compensation (as defined in Section 4.7(b)
         hereof) for the Plan Year in determining the numerator of the Eligible
         Employee's "contribution percentage" for such Plan Year.

         (d) In the event that excess aggregate contributions (as such term is
hereinafter defined) are made to the Trust for any Plan Year, then, prior to
March 15 of the following Plan Year, such excess aggregate contributions (and
any income allocable thereto through the end of the Plan Year determined in
accordance with Section 7.4 hereof) shall be forfeited (if forfeitable) and
shall be applied to reduce subsequent Matching Employer Contributions required
under the Plan or (if not forfeitable) shall be distributed to the Highly
Compensated Eligible Employees on the basis of the amount of Matching Employer
Contributions, After-Tax Contributions and Qualified Nonelective Contributions
made on behalf of such Highly Compensated Eligible Employees. Effective January
1, 1997, for purposes of this Subsection, the term "excess aggregate
contributions" shall mean, for any Plan Year, the excess of (i) the aggregate
amount of the Matching Employer Contributions, After-Tax Contributions and
Qualified Nonelective Contributions actually paid to the Trust by or on behalf
of Highly Compensated Eligible Employees for such Plan Year over (ii) the
maximum amount of such Matching Employer Contributions, After-Tax Contributions
and Qualified Nonelective Contributions permitted for such Plan Year under
Subsection (a) of this Section, determined by reducing Matching Employer
Contributions, After-Tax Contributions and Qualified Nonelective Contributions
made on behalf of Highly Compensated Eligible Employees in order of their
contribution percentages (as defined in Subsection (b) of this Section)
beginning with the highest of such percentages.

         (e) The determination of excess aggregate contributions under this
Section shall be made after (i) first determining the excess deferrals under
Section 4.6 hereof, and (ii) then determining the excess contributions under
Section 4.7 hereof.

4.9 MULTIPLE USE OF THE ALTERNATIVE LIMITATION.

         (a) Notwithstanding the foregoing provisions of this Article or the
provisions of Article V, if, after the application of Sections 4.6, 4.7 and 4.8
hereof, the sum of the actual deferral percentage and the contribution
percentage for the group of Highly Compensated Eligible Employees (as defined in
Section 4.7(c)) exceeds the aggregate limit (as defined in Subsection (b) of
this Section), then the contributions made for such Plan Year for Highly
Compensated Eligible Employees will be reduced so that the aggregate limit is
not exceeded. Such reductions shall be made first in After-Tax Contributions
(but only to the extent that they are not matched by Matching Employer
Contributions) then in Before-Tax Contributions (but only to the extent that
they are not matched by Matching Employer Contributions) and then in Matching
Employer Contributions. Reductions in contributions shall be made in the manner

                                       21
<PAGE>
provided in Section 4.7 or 4.8 hereof, as applicable. The amount by which each
such Highly Compensated Eligible Employee's contributions are reduced shall be
treated as an excess contribution or an excess aggregate contribution under
Section 4.7 or 4.8 hereof, as applicable. For the purposes of this Section, the
actual deferral percentage and contribution percentage of the Highly Compensated
Eligible Employees are determined after any reductions required to meet those
tests under Sections 4.7 and 4.8 hereof. Notwithstanding the foregoing
provisions of this Section, no reduction shall be required by this Subsection if
either (i) the actual deferral percentage of the Highly Compensated Eligible
Employees does not exceed 1.25 multiplied by the actual deferral percentage of
the non-Highly Compensated Eligible Employees, or (ii) the contribution
percentage of the Highly Compensated Eligible Employees does not exceed 1.25
multiplied by the contribution percentage of the non-Highly Compensated Eligible
Employees.

         (b) For purposes of this Section, the term "aggregate limit" means the
sum of (i) one hundred twenty-five percent (125%) of the greater of (A) the
actual deferral percentage of the non-Highly Compensated Eligible Employees for
the Plan Year, or (B) the contribution percentage of the non-Highly Compensated
Eligible Employees for the Plan Year, and (ii) the lesser of (A) two hundred
percent (200%) of, or (B) two (2) plus the lesser of such actual deferral
percentage or contribution percentage. If it would result in a larger aggregate
limit, the word "lesser" is substituted for the word "greater" in part (i) of
this Subsection, and the word "greater" is substituted for the word "lesser" in
part (ii)(B) of this Subsection.

         (c) The multiple-use test described in this Section 4.9 and Treasury
Regulation Section 1.401(m)-2 shall not apply for Plan Years beginning on and
after January 1, 2002.

4.10 MONITORING PROCEDURES.

         (a) In order to ensure that at least one of the actual deferral
percentages specified in Section 4.7(a) hereof and at least one of the
contribution percentages specified in Section 4.8(a) hereof and the aggregate
limit specified in Section 4.9(b) hereof are satisfied for each Plan Year, the
Plan Administrator shall monitor (or cause to be monitored) the amount of
Before-Tax Contributions, After-Tax Contributions and Matching Employer
Contributions being made to the Plan by or for each Eligible Employee during
each Plan Year. In the event that the Plan Administrator determines that neither
of such actual deferral percentages, neither of such contribution percentages or
such aggregate limit will be satisfied for a Plan Year, and if the Plan
Administrator in its sole discretion determines that it is necessary or
desirable, the Before-Tax Contributions, After-Tax Contributions and/or the
Matching Employer Contributions made thereafter by or for each Highly
Compensated Eligible Employee (as defined in Section 4.7(c) hereof) may be
reduced (pursuant to non-discriminatory rules adopted by the Plan Administrator)
to the extent necessary to decrease the actual deferral percentage and/or the
contribution percentage for Highly Compensated Eligible Employees for such Plan
Year to a level that satisfies either of the actual deferral percentages, either
of the contribution percentages and/or the aggregate limit. In the case of
Section 4.8 hereof, such reductions shall be made first in the After-Tax
Contributions, if any, to be made by the Highly Compensated Eligible Employees.

         (b) In order to ensure that excess deferrals (as such term is defined
in Section 4.6(b) hereof) shall not be made to the Plan for any taxable year for
any Participant, the Plan

                                       22
<PAGE>
Administrator shall monitor (or cause to be monitored) the amount of Before-Tax
Contributions being made to the Plan for each Participant during each taxable
year and may take such action (pursuant to non-discriminatory rules adopted by
the Plan Administrator) to prevent Before-Tax Contributions made for any
Participant under the Plan for any taxable year from exceeding the maximum
amount applicable under Section 4.6(a) hereof.

         (c) The actions permitted by this Section are in addition to, and not
in lieu of, any other actions that may be taken pursuant to other Sections of
the Plan or that may be permitted by applicable law or regulation in order to
ensure that the limitations described in Sections 4.6 through 4.9 hereof are
met.

4.11 TESTING PROCEDURES.

         In applying the limitations set forth in Sections 4.7, 4.8 and 4.9
hereof, the Plan Administrator may, at its option, utilize such testing
procedures as may be permitted under Code Sections 401(a)(4), 401(k), 401(m) or
410(b), including, without limitation, (a) aggregation of the Plan with one or
more other qualified plans of the Controlled Group, (b) restructuring of the
Plan or any other qualified plan of the Controlled Group into one or more
component plans, (c) inclusion of qualified matching contributions, qualified
nonelective contributions or elective deferrals described in, and meeting the
requirements of, Treasury Regulations under Code Sections 401(k) and 401(m) to
any other qualified plan of the Controlled Group in applying the limitations set
forth in Sections 4.7, 4.8 and 4.9 hereof, (d) effective January 1, 1999,
exclusion of all Eligible Employees (other than Highly Compensated Eligible
Employees) who have not met the minimum age and service requirements of Code
Section 410(a)(1)(A) in applying the limitations set forth in Sections 4.7, 4.8
and 4.9 hereof, or (e) any permissible combination thereof.

4.12 ROLLOVER CONTRIBUTIONS.

         (a) Effective as of January 1, 1999, the Trustee shall, at the
direction of the Plan Administrator, receive and thereafter hold and administer
as a part of the Trust Fund for a Covered Employee cash or other property
acceptable to the Plan Administrator the following as Rollover Contributions:

         (b) For Plan Years beginning before January 1, 2002, amounts which
shall have been distributed to the Covered Employee (a) from a trust (which is
described in Code Section 401(a) and exempt from tax under Code Section 501(a))
under another plan in which the Covered Employee was a participant, or (b) in a
distribution which constitutes an "eligible rollover distribution" under Code
Section 401(a)(31) or Code Section 402(c)(4) other than a distribution from an
individual retirement account described in Code Section 408(d)(3)(A)(ii).

         (c) Effective for Plan Years beginning on and after January 1, 2002,
(i) a direct rollover of an eligible rollover distribution from (A) a qualified
plan described in Code Section 401(a) or 403(a), including after-tax employee
contributions, or (B) an annuity contract described in Code Section 403(b),
excluding after-tax employee contributions, (ii) a Covered Employee contribution
of an eligible rollover distribution from (A) a qualified plan described in

                                       23
<PAGE>
Code Section 401(a) or 403(a), or (B) an annuity contract described in Code
Section 403(b); or (iii) a direct rollover or a Covered Employee contribution of
an eligible rollover distribution from an eligible plan under Code Section
457(b) maintained by a State, political subdivision of a State, or any agency or
instrumentality of a State or political subdivision of a State. The Plan shall
not accept a Rollover Contribution from an individual retirement account or
annuity described in Code Section 408(a) or 408(b).

         (d) The Plan Administrator may impose such requirements as it deems
necessary to insure, to the extent possible, that the amounts proposed to be
transferred hereto comply with the requirements of this Section 4.12.

4.13 TRANSFERS TO THIS PLAN FROM OTHER PLANS.

         The Trustee shall, at the direction of the Company, receive and
thereafter hold and administer as a part of the Trust Fund for a Participant all
cash and other property which may be transferred to the Trustee from a trust
held under another plan in which the Participant was a participant, which meets
the requirements of Code Sections 401(a) and 501(a) ("a qualified trust") and
which is not subject to the survivor annuity requirements of Code Section
401(a)(11).

4.14 DEEMED SATISFACTION OF THE LIMITATIONS ON BEFORE-TAX CONTRIBUTIONS AND
     MATCHING EMPLOYER CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.


         (a) Notwithstanding any other provision of this Article IV to the
contrary, if the Employer satisfies the safe harbor notice requirements
described in Section 4.15 hereof, and makes the Safe Harbor Matching
Contribution described in Section 5.3 hereof for a Plan Year beginning on or
after January 1, 2003, the Plan shall be deemed to have satisfied the
limitations on Before-Tax-Contributions of Highly Compensated Employees
described in Section 4.7 hereof with respect to Eligible Employees who have
completed at least one Year of Service.

         (b) If the Plan also satisfies the requirements of Code Section
401(m)(11) and regulations issued thereunder for a Plan Year beginning on or
after January 1, 2003, the Plan shall be deemed to have satisfied the
limitations on Matching Employer Contributions of Highly Compensated Employees
described in Section 4.8 hereof with respect to Eligible Employees who have
completed at least one Year of Service. The Plan shall not be deemed to have
satisfied the limitations on Matching Employer Contributions of Highly
Compensated Employees for any such Plan Year if the Employer or any other
Controlled Group Member maintains a plan under which "matching contributions" on
behalf of Highly Compensated Employees are made at a rate greater than the rate
provided under the Plan and such "matching contributions" must be aggregated
with Matching Employer Contributions made on behalf of any Highly Compensated
Employee under the Plan.

4.15 NOTICE REQUIREMENTS FOR SAFE HARBOR MATCHING CONTRIBUTIONS.

         (a) For each Plan Year in which the Employer makes a Safe Harbor
Matching Contribution on behalf of its Eligible Employees, the Employer shall
provide such Eligible Employees a notice describing (i) the formula used for
determining Safe Harbor Matching

                                       24
<PAGE>
Contributions; (ii) any other Employer Contributions available under the Plan
and the requirements that must be satisfied to receive an allocation of such
Employer Contributions; (iii) the type and amount of Compensation that may be
deferred or contributed under the Plan as Before-Tax Contributions or After-Tax
Contributions, respectively; (iv) how to elect to make a Before-Tax Contribution
and After-Tax Contribution under the Plan and the periods in which such
elections may be made or changed; and (v) the withdrawal and vesting provisions
applicable to Contributions. The descriptions required in items (ii) through (v)
may be provided by cross-references to the relevant section(s) of an up-to-date
summary plan description.

         (b) The foregoing notice shall be written in a manner calculated to be
understood by the average Eligible Employee. The Employer shall provide such
notice within a reasonable period before the beginning of the Plan Year (or, in
the Plan Year in which an Employee becomes an Eligible Employee, within a
reasonable period before the Employee becomes an Eligible Employee).

                        ARTICLE V. EMPLOYER CONTRIBUTIONS

5.1 AMOUNT OF MATCHING EMPLOYER CONTRIBUTIONS.

         Subject to the provisions of the Plan, each Employer shall, and to the
extent it lawfully may, contribute to the Trust on account of each Plan Year an
amount of cash or Company Stock equal in value to one hundred percent (100%) of
the Before-Tax and After-Tax Contributions described in Section 5.2 hereof.
Subject to Section 5.3(a) hereof, the Company may provide for Matching Employer
Contributions to be made in whole or partial payments, at any time during such
Plan Year or within the time following the close of such Year that is prescribed
by law for filing its federal income tax return (including extensions thereof).
Notwithstanding any provision of the Plan to the contrary, in no event shall an
Employee's Matching Employer Contributions on account of any Plan Year exceed
the maximum amount deductible for such Plan Year for purposes of federal taxes
on income under applicable provisions of the Code, and such Contributions shall
be made on the condition that they are deductible under applicable provisions of
the Code.

5.2 ALLOCATION OF MATCHING EMPLOYER CONTRIBUTIONS.

         (a) (i) Effective as of January 1, 1999, each Participant who is a
         Covered Employee of a particular Employer and who has completed at
         least one Year of Service shall receive an allocation to his Account of
         that Employer's Matching Employer Contributions with respect to any
         Plan Year (for Plan Years beginning on and after January 1, 2003, any
         pay period) which allocation shall be made only with respect to the
         Participant's Before-Tax Contributions and After-Tax Contributions
         that:

                           (A) do not exceed, in the aggregate, four and
                  one-half percent (4 1/2) of his Compensation while an active
                  Covered Employee during that Plan Year or pay period, as the
                  case may be; and

                                       25
<PAGE>
                           (B) are earned after his completion of one Year of
                  Service and prior to his Termination of Employment with his
                  Employer.

                  (ii) For purposes of this Subsection, Matching Employer
         Contributions shall be applied pro-rata to a Participant's After-Tax
         Contributions and Before-Tax Contributions.

         (b) As of each Valuation Date, Matching Employer Contributions
(including earnings and appreciation thereon) that have been made pursuant to
Section 5.1 hereof for pay periods ending on or prior to such Valuation Date
shall be allocated to the Accounts of Participants as provided in Subsection (a)
of this Section.

5.3 SAFE HARBOR MATCHING CONTRIBUTIONS.

         (a) Effective for Plan Years beginning after December 31, 2002, if the
notice requirements of Section 4.15 hereof are satisfied, Matching Employer
Contributions made pursuant to Section 5.1 hereof and allocated pursuant to
5.2(a) hereof shall be designated as Safe Harbor Matching Contributions. For
purposes of this Section 5.3, Safe Harbor Matching Contributions shall be
applied pro rata to a Participant's Before-Tax Contributions and After-Tax
Contributions. Safe Harbor Matching Contributions shall be made to the Plan on
or before the last day of the calendar quarter following the calendar quarter
for which such Safe Harbor Matching Contributions become payable.

         (b) The Company hereby elects, pursuant to Code Section 410(b)(4), to
apply Code Section 410(b) separately to the portion of the Plan that benefits
only Employees who satisfy the age and service conditions of the Plan that are
lower than the greatest minimum age and service conditions permitted under Code
Section 410(a). Accordingly, no Safe Harbor Matching Contributions shall be made
on behalf of Eligible Employees who have not completed at least one (1) Year of
Service, and Before-Tax Contributions made on behalf of such Eligible Employees
shall satisfy the requirements of Section 4.7 hereof.

5.4 QUALIFIED NONELECTIVE CONTRIBUTIONS.

         For any Plan Year, an Employer, in its discretion, may make a Qualified
Nonelective Contribution (a) in such amount, (b) for such Participants and (c)
in such proportions among such Participants as such Employer shall determine.
Qualified Nonelective Contributions may be made in cash or Company Stock and
shall be made within the time prescribed by law for making Qualified Nonelective
Contributions. Each Employer shall designate to the Trustee the Plan Year for
which and the Participants for whom any Qualified Nonelective Contribution is
made.

5.5 ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS.

         Qualified Nonelective Contributions shall be allocated to the Accounts
of Participants who are designated by an Employer as eligible to share therein
in such amounts as such Employer directs.

                                       26
<PAGE>
5.6 PROFIT SHARING CONTRIBUTIONS.

         Each Employer may, in its discretion, contribute to the Trust on
account of each Plan Year an amount determined by such Employer as its Profit
Sharing Contribution for such year. The Profit Sharing Contribution of each
Employer may be made in cash or Company Stock and shall be made during the Plan
Year for which made or within the time following the close of such Plan Year
which is prescribed by law for the filing by each such Employer of its federal
income tax return (including extensions thereof).

5.7 ALLOCATION OF PROFIT SHARING CONTRIBUTIONS.

         Each Employer's Profit Sharing Contributions made for a Plan Year shall
be allocated and credited to the Accounts of those Employees of the Employer who
either (a) are Participants on the last day of such Plan Year or (b) terminated
employment with the Controlled Group during such Plan Year by reason of death or
Total and Permanent Disability. There shall be credited to the Account of each
such Employee as of the last day of each Plan Year, a portion of the Profit
Sharing Contribution (if any) of such Employee's Employer for such Plan Year
equal to either (1) the amount of such Profit Sharing Contribution multiplied by
a fraction, the numerator of which is the Employee's Compensation for such Plan
Year and the denominator of which is the total Compensation for such Plan Year
of all Employees of such Employer described in the preceding sentence or (2) at
the Employer's discretion, the amount of such Profit Sharing Contribution
divided by the total number of Employees described in (a) and (b) above.

5.8 RETURN OF CONTRIBUTIONS TO EMPLOYERS.

         (a) Except as specifically provided in this Section or in the other
Sections of the Plan, the Trust Fund shall never inure to the benefit of the
Employers and shall be held for the exclusive purposes of providing benefits to
Employees, Participants and their Beneficiaries and defraying reasonable
expenses of administering the Plan.

         (b) If a Matching Employer Contribution to the Trust is made by an
Employer by a mistake of fact, the excess of the amount contributed over the
amount that would have been contributed had there not occurred a mistake of fact
shall be returned to such Employer within one (1) year after the payment of such
Contribution. If a Matching Employer Contribution to the Trust is made by an
Employer (all of which Contributions are conditioned upon their deductibility
under Code Section 404 (or any successor thereto) pursuant to Section 5.1
hereof), and if such Contribution is not fully deductible under such Code
Section, such Contribution, to the extent the deduction therefor is disallowed,
shall be returned to the Employer within one (1) year after the disallowance of
the deduction. Earnings attributable to Matching Employer Contributions returned
to an Employer pursuant to this Subsection may not be returned, but losses
attributable thereto shall reduce the amount to be returned; provided, however,
that if the withdrawal of the amount attributable to the mistaken or
non-deductible Contribution would cause the balance of the Account of any
Participant to be reduced to less than the balance that would have been in such
Account had the mistaken or non-deductible amount not have been contributed, the
amount to be returned to the Employer pursuant to this Section shall be limited
so as to avoid such reduction.

                                       27
<PAGE>
5.9 PROVISIONS PURSUANT TO CODE SECTION 415(C).

         (a) Notwithstanding any other provision of the Plan (other than Section
4.2(b) hereof), the annual additions (as defined in Subsection (b) of this
Section) to a Participant's Account in any Plan Year (which shall be the
limitation year) shall in no event exceed the lesser of (i) (A) thirty thousand
dollars ($30,000) for Plan Years beginning before January 1, 2002, or (B) forty
thousand dollars ($40,000) for Plan Years beginning on and after January 1,
2002, or (ii) (A) twenty-five percent (25%) for Plan Years beginning before
January 1, 2002, or (B) one hundred percent (100%) for Plan Years beginning on
and after January 1, 2002, of the Participant's compensation for such Plan Year.

         (b) For purposes of this Section, the term "annual additions" means the
sum for any Plan Year of:

                  (i) all contributions made by the Controlled Group that are
         allocated to the Participant's account pursuant to a defined
         contribution plan maintained by a Controlled Group Member,

                  (ii) all employee contributions made by the Participant to a
         defined contribution plan maintained by a Controlled Group Member,

                  (iii) all forfeitures allocated to the Participant's account
         pursuant to a defined contribution plan maintained by a Controlled
         Group Member,

                  (iv) for purposes of the dollar limit in (a)(i) above, any
         amount allocated to an individual medical benefit account (as defined
         in Code Section 415(l)(2)) of the Participant that is part of a pension
         or annuity plan maintained by a Controlled Group Member, and

                  (v) for purposes of the dollar limit in (a)(i) above, any
         amount attributable to medical benefits allocated to the Participant's
         account established under Code Section 419A(d)(1) if the Participant is
         or was a key-employee (as such term is defined in Code Section 416(i))
         during such Plan Year or any preceding Plan Year.

         (c) For the purposes of this Section 5.9, the term "compensation" shall
mean compensation within the meaning of Code Section 415(c)(3) and Treasury
regulations thereunder; provided, however, that effective as of January 1, 1998,
compensation within the meaning of Code Section 415(c)(3) shall include any
elective deferral (as defined in Code Section 402(g)(3)) and any amount which is
contributed or deferred by a Controlled Group Member at the election of the
Participant and which is not includible in gross income of the Participant by
reason of Code Section 125, 132(f)(4) or 457. Effective for Plan Years beginning
on and after January 1, 1998, for purposes of (i) the definition of the term
"compensation" under this Section 5.9 and Section 14.6 hereof, and (ii) the
definition of the term "Compensation" in Article II hereof, amounts under Code
Section 125 include any amounts not available to a participant in cash in lieu
of group health coverage because the participant is unable to certify

                                       28
<PAGE>
that he or she has other health coverage. An amount will be treated as an amount
under Code Section 125 only if the Employer does not request or collect
information regarding the participant's other health coverage as part of the
enrollment process for the health plan.

         (d) (i) If a Participant's annual additions would exceed the
         limitations of Subsection (a) of this Section for a Plan Year as a
         result of the allocation of forfeitures, a reasonable error in
         estimating the Participant's Compensation, or a reasonable error in
         determining the amount of Before-Tax Contributions that may be made
         with respect to the Participant under the limitations of this Section
         (or other facts and circumstances that the Commissioner of Internal
         Revenue finds justify application of the following rules of this
         Subsection), After-Tax Contributions (if any) made by the Participant
         for such Plan Year that constitute part of the annual addition
         (together with any gains attributable thereto) shall be returned to the
         Participant to the extent necessary to effectuate such reduction. If
         the return of all such After-Tax Contributions is not sufficient to
         effectuate such reduction, Before-Tax Contributions (if any) made by
         the Participant for such Plan Year that constitute part of the annual
         addition (together with any gains attributable thereto) shall be
         returned to the Participant to the extent necessary to effectuate such
         reduction. If the return of all such After-Tax Contributions and
         Before-Tax Contributions is not sufficient to effectuate such
         reduction, Contributions allocable to such Participant's Account for
         such year shall, to the extent necessary to effectuate such reduction,
         be allocated among the remaining Participants in accordance with
         Section 5.2(b) hereof exclusive of those Participants whose Accounts
         have received the maximum permitted by law for tax deduction purposes.

                  (ii) In the event that the provisions of this Section make it
         impossible to allocate any Contributions in accordance with Section
         5.2(b) hereof, such Contributions shall be allocated to a suspense
         account. Amounts allocated to the suspense account shall be reallocated
         to Participant Accounts in accordance with Section 5.2(b) hereof as of
         the first Valuation Date upon which it is possible to do so without
         violating the limitations of this Section until the suspense account is
         exhausted. Investment gains and losses and other income shall not be
         allocated to the suspense account during the period such suspense
         account is required to be maintained pursuant to this Subsection.

                  (iii) In the event of the termination of this Plan while there
         exists a balance in the suspense account, to the extent such balance
         cannot be allocated to Participant Accounts without violating the
         limitations of this Section, such balance shall revert to the
         applicable Employer.

5.9A        PROVISION PURSUANT TO CODE SECTION 415(E).

         The provisions of this Section shall be effective prior to January 1,
2000 only.

         (a) Notwithstanding any other provision of the Plan, if an individual
is a participant in both a defined benefit plan and a defined contribution plan
maintained by the Controlled Group, the sum of the defined benefit plan fraction
and the defined contribution plan fraction for any Plan Year may not exceed
1.00. If a reduction is necessary to avoid exceeding the limitation

                                       29
<PAGE>
set forth in this Section, the affected participant's benefits under the defined
benefit plan shall be reduced to the extent necessary to avoid exceeding such
limitation. For purposes hereof,

                  (i) The defined benefit plan fraction for any Plan Year is a
         fraction, (A) the numerator of which is the projected annual benefit of
         the participant under the plan (determined as of the close of the
         Year), and (B) the denominator of which is the lesser of (I) the
         product of 1.25, multiplied by the dollar limitation in effect under
         Code Section 415(b)(1)(A) for such Year, or (II) the product of 1.4,
         multiplied by the amount which may be taken into account under Code
         Section 415(b)(1)(B) with respect to such participant under the plan
         for such Year; and

                  (ii) The defined contribution plan fraction for any Plan Year
         is a fraction, (A) the numerator of which is the sum of the annual
         additions to the participant's account as of the close of the Year and
         for all prior Years, and (B) the denominator of which is the sum of the
         lesser of the following amounts determined for such Year and for each
         prior year of service with the Controlled Group (regardless of whether
         a plan is in existence during such Year):

                           (I) the product of 1.25, multiplied by the dollar
                  limitation in effect under Code Section 415(c)(1)(A) for such
                  Year and each such prior year of service, or

                           (II) the product of 1.4, multiplied by the amount
                  which may be taken into account under Code Section
                  415(c)(1)(B) with respect to such participant under such plan
                  for such Year and each prior year of service.

         (b) A participant's projected annual benefit for purposes of Subsection
(a) of this Section is equal to the annual benefit to which he would be entitled
under the terms of the defined benefit plan, assuming he will continue
employment until reaching normal retirement age as determined under the terms of
such plan (or current age, if later), his compensation for the Plan Year under
consideration will remain the same until the date he attains such age, and all
other relevant factors used to determine benefits under the plan for the Plan
Year under consideration will remain constant for all future Plan Years.

5.10 DEFINITIONS.

         (a) For purposes of applying the limitations set forth in Sections 5.9
and 5.9A hereof, all qualified defined contribution plans (whether or not
terminated) ever maintained by one or more Controlled Group Members will be
treated as one defined contribution plan, and all qualified defined benefit
plans (whether or not terminated) ever maintained by one or more Controlled
Group Members will be treated as one defined benefit plan.

         (b) For purposes of applying the limitations set forth in Section 5.9
hereof, allocations under the defined contribution plans that must be treated as
though they constituted a single defined contribution plan under Subsection (a)
of this Section shall be made in the following order:

                                       30
<PAGE>
            (i)   before-tax contributions under the Plan;

            (ii)  matching employer contributions under the Plan;

            (iii) profit-sharing contributions under the Plan; and

            (iv)  after-tax contributions under the Plan.

5.11  FUNDING POLICY.

      The Plan Administrator, as a Named Fiduciary, shall (a) determine,
establish and carry out a funding policy and method consistent with the
objectives of the Plan and the requirements of applicable law, and (b) furnish
from time to time to the person responsible for the investment of the assets
held in the Trust information the Plan Administrator may have relative to the
Plan's probable short-term and long-term financial needs, including any probable
need for short-term liquidity, and the Plan Administrator's opinion (if any)
with respect thereto.

5.12  NO DUTY TO ENFORCE PAYMENT.

      Neither the Trustee nor the Plan Administrator nor any other person shall
be under any duty to inquire into the correctness of the amount contributed and
paid over to the Trustee hereunder, nor shall the Trustee or the Plan
Administrator or any other person be under any duty to enforce the payment of
the Contributions to be made hereunder by any Employer.

                               ARTICLE VI. VESTING

6.1   IMMEDIATE VESTING.

      All amounts allocated to a Participant's Account shall be fully vested at
all times. Notwithstanding the Participant's nonforfeitable right hereunder, no
distribution with respect to a Participant or Beneficiary shall be made prior to
the time authorized under Article VIII hereof.

                            ARTICLE VII. INVESTMENTS

      The provisions of this Article VII are effective as of January 17, 2001,
unless expressly provided otherwise herein.

7.1   INVESTMENT FUNDS.

      (a) Effective prior to July 18, 2002, the Trust Fund will be divided into
the Company Stock Fund, the FedEx Stock Fund and such additional Investment
Funds as the Company may in its discretion select or establish. Effective on and
after July 18, 2002, the Trust Fund will be


                                       31
<PAGE>
divided into the Company Stock Fund and such additional Investment Funds as the
Plan Administrator may in its discretion select or establish.

      (b)   Effective as of June 1, 2002,

            (i) for purposes of any Participant who is not an Employee of an
      Employer on June 1, 2002, any portion of such Participant's Account which
      is invested in the FedEx Stock Fund as of July 17, 2002, shall, as soon as
      practicable thereafter, be liquidated and the proceeds transferred to the
      Investment Funds in accordance with such Participant's timely investment
      election received by the Plan Administrator for such purpose, and if no
      timely investment election is received by the Plan Administrator for such
      purpose, to the American Balanced Fund,

            (ii) for purposes of any Participant who is an Employee of an
      Employer on June 1, 2002, but who is not making Before-Tax or After-Tax
      Contributions to the Plan as of June 1, 2002, any portion of such
      Participant's Account which is invested in the FedEx Stock Fund as of July
      17, 2002, shall, as soon as practicable thereafter, be liquidated and the
      proceeds transferred to the Investment Funds in accordance with such
      Participant's timely investment election received by the Plan
      Administrator for such purpose, and if no timely investment election is
      received by the Plan Administrator for such purpose, to the American
      Balanced Fund, and

            (iii) for purposes of any Participant who is an Employee of an
      Employer on June 1, 2002, and who is making Before-Tax or After-Tax
      Contributions to the Plan as of June 1, 2002, any portion of such
      Participant's Account which is invested in the FedEx Stock Fund as of July
      17, 2002, shall, as soon as practicable thereafter, be liquidated and the
      proceeds transferred to the Investment Funds in accordance with such
      Participant's investment elections in effect for current Before-Tax or
      After-Tax Contributions as recorded on KeyBank, N.A.'s KeyInvest system as
      of July 18, 2002.

      (c) Contributions will be invested in the Investment Funds as provided in
Section 7.5 hereof. Subject to other applicable provisions of the Plan, the
Trustee shall hold, manage, administer, value, invest, reinvest, account for and
otherwise deal with each Investment Fund separately. The Trustee shall invest
and reinvest the principal and income of each Investment Fund and will keep each
Investment Fund invested, without distinction between principal and income, as
required under the terms of the Plan.

      (d) Dividends, interest and other distributions received by the Trustee in
respect of each Investment Fund shall be reinvested in the same Investment Fund;
provided, however, that, dividends, interest and other distributions received by
the Trustee in respect of the FedEx Stock Fund shall be invested solely in the
Company Stock Fund.

      (e) The Trustee, in its sole discretion, may keep such portion of each
Investment Fund invested in interest-bearing cash or cash equivalents either
pending the selection and purchase of suitable investments under such Fund or as
the Trustee may from time to time deem


                                       32
<PAGE>
to be necessary or advisable to maintain sufficient liquidity to meet the
obligations of the Plan or for other reasons.

      (f) The Plan Administrator shall adopt, and may amend from time to time,
general rules of uniform application that shall provide for the administration
of each Investment Fund, including, but not limited to, rules providing for (i)
the method of valuing each such Investment Fund as of each applicable Valuation
Date, (ii) procedures pursuant to which a Participant may elect to have all or a
designated part of his Account invested in any Investment Fund (if more than one
such Investment Fund is established), (iii) the method of changing any such
election by either the Participant or his Death Beneficiary and the frequency
with which such elections may be made, (iv) the Investment Fund in which a
Participant's Account shall be invested in the absence of an effective election,
and (v) any other matters that the Plan Administrator deems necessary or
advisable in the administration of any Investment Fund.

      (g) Effective January 1, 2003, a Participant may invest a portion of his
Account in investment media other than the Investment Funds listed on Exhibit B
hereto at such time and in such manner as may be prescribed by the Plan
Administrator. In the event the Plan Administrator prescribes, and any
Participant elects, such other investments, each investment in an investment
medium other than an Investment Fund shall be deemed to be an Investment Fund,
and references herein to the term "Investment Fund" or "Investment Funds" shall,
as the context requires, include such other investments. Notwithstanding any
other provision of the Plan, a Participant may not directly invest any
Contributions into any investment media described in this Subsection (g). The
Plan Administrator may impose other restrictions on Participants' investment in
such investment media.

7.2   ACCOUNT; SUB-ACCOUNT.

      The Plan Administrator shall establish and maintain, or cause to be
established and maintained, an Account for each Participant, which Account will
reflect, pursuant to Sub-Accounts established and maintained thereunder, the
amount, if any, of the Participant's (a) Before-Tax Contributions, (b) After-Tax
Contributions, (c) Matching Employer Contributions, (d) Rollover Contributions,
(e) Qualified Nonelective Contributions, (f) Profit Sharing Contributions and
(g) Stock Bonus Portion. The Plan Administrator shall also maintain, or cause to
be maintained, separate records that will show (i) the portion of each such
Sub-Account invested in each Investment Fund and (ii) the amount of
Contributions thereto, payments and withdrawals therefrom and the amount of
income and losses attributable thereto. The interest of each Participant in the
Trust Fund at any time shall consist of his Account balance (as determined
pursuant to Section 7.4 hereof) as of the last preceding business day.

7.3   REPORTS.

      (a) For periods prior to January 1, 2003, the Plan Administrator shall
cause reports to be made quarterly to each Participant and to the Death
Beneficiary of each deceased Participant, indicating the value of the
Participant's Account as of the last business day of the immediately preceding
calendar quarter. In addition, the Plan Administrator shall cause such a report
to be made to each Participant who (a) requests such a report in writing
(provided that only one report shall be furnished to a Participant upon such a
request in any twelve- (12-) month period) or (b) has a Termination of
Employment.


                                       33
<PAGE>
      (b) Effective January 1, 2003, the Plan Administrator shall cause periodic
reports to be made available to each Participant and to the Death Beneficiary of
each deceased Participant, indicating the activity in the Participant's Account
for the time period reflected in the periodic report and the value of the
Participant's Account as of the Valuation Date coincident with or immediately
preceding the last day of such time period. In addition, the Plan Administrator
shall cause such a report to be made to each Participant who (a) requests such a
report in writing (provided that the Plan Administrator may restrict the number
of written reports to a frequency of not less than one per twelve (12) month
period), or (b) has a Termination of Employment.

7.4   VALUATION OF INVESTMENT FUNDS.

      (a) The balance of each Participant's Account shall be expressed in terms
of the number of shares or investment units, as applicable, including fractional
shares or units, which have been allocated pursuant to this Section to each
Investment Fund in such Participant's Account.

      (b) The Trustee will, as of the close of business on each Valuation Date,
determine or cause to be determined the value of each Investment Fund. Each such
valuation will be made on the basis of the net income or loss to each such
Investment Fund between the current Valuation Date and the last preceding
Valuation Date. The net income or loss of an Investment Fund shall include
interest income, dividends and other income of such Fund and shall be reduced by
any expenses paid (including the fees and expenses of the Trustee and investment
managers, if any, that are to be charged to such Investment Fund in accordance
with the terms of the Plan) and other losses of such Fund. For this purpose, the
transfer of funds to or from an Investment Fund pursuant to Sections 7.5, 7.6,
7.7 or 7.8 hereof, Contributions allocated to an Investment Fund, and payments,
distributions and withdrawals from an Investment Fund to provide benefits under
the Plan for Participants or Beneficiaries will not be deemed to be income or
losses of the Investment Fund.

      (c) As of each Valuation Date, the net income or loss of each Investment
Fund determined pursuant to Subsection (b) of this Section shall be allocated to
the Accounts of Participants in such Investment Fund in proportion to the ratio
of the number of shares or units in such Fund held in such Account at any time
since the immediately prior Valuation Date to the total shares or units in such
Fund at any time since the immediately prior Valuation Date.

      (d) Except as provided in Sections 7.5, 7.6, 7.7 or 7.8 hereof, or as may
otherwise be provided by the Plan Administrator, Contributions shall be credited
to each Participant's Account and allocated in accordance with the investment
option chosen by such Participant to the Investment Funds as soon as practicable
after such Contribution is made.

      (e) Notwithstanding the foregoing, the Plan Administrator may, in
accordance with the applicable requirements of the Code and ERISA, (i) adopt
such accounting procedures as it considers appropriate and equitable to
establish a proportionate crediting of net income or loss of an Investment Fund
and of Contributions made to an Investment Fund as of each Valuation Date and
(ii) adopt such valuation procedures as it considers appropriate and equitable
to determine


                                       34
<PAGE>
the value of the shares or units, as applicable, of an Investment Fund that are
necessary to effectuate the transactions contemplated by the Plan.

7.5   INVESTMENT OF CONTRIBUTIONS.

      (a) (i) All Matching Employer Contributions made to the Plan pursuant to
      Section 5.1 hereof, Qualified Nonelective Contributions and Profit Sharing
      Contributions shall be invested in the Company Stock Fund.

            (ii) Matching employer contributions made by Roadway Services, Inc.
      to the Roadway Services, Inc. Stock Savings and Retirement Income Plan and
      Trust which have been transferred to the Plan pursuant to Section 4.13
      hereof shall remain invested in the FedEx Stock Fund and the Company Stock
      Fund; provided; however, that, pursuant to Subsection 7.8(b) hereof, a
      Participant may elect to transfer any portion of such matching
      contributions invested at the time of such election in the FedEx Stock
      Fund to one or more of the other Investment Funds; and provided further,
      however, that a Participant may elect to transfer any portion of such
      matching contributions invested following December 11, 2003 in the
      Fidelity Retirement Money Market Portfolio to one or more of the other
      Investment Funds.

            (iii) Notwithstanding subsections (i) and (ii) above, during the
      period beginning on December 3, 2003 and ending on such date as the Plan
      Administrator and the Trustee shall determine, (A) Matching Employer
      Contributions made on behalf of a Participant shall be invested in such
      Investment Fund or Investment Funds (other than the Company Stock Fund) as
      directed by the Participant and (B) Matching Employer Contributions
      directed by the Participant into the Company Stock Fund shall be invested
      in the American Balanced Fund.

      (b) Effective as of January 17, 2001, except as provided in Paragraphs (i)
through (iii) of this Subsection, each Participant may, pursuant to Sections
7.6, 7.7 and 7.8 hereof, direct that Before-Tax Contributions, After-Tax
Contributions and Rollover Contributions made by or for him be invested in one
or more Investment Funds; provided, however, that if a Participant fails to
direct the Investment of Before-Tax Contributions, After-Tax Contributions and
Rollover Contributions made by or for him, such contributions shall be invested
in the American Balanced Fund.

            (i) Before-Tax Contributions and After-Tax Contributions made
      pursuant to Section 4.1 hereof and Rollover Contributions made pursuant to
      Section 4.12 hereof may not be invested in the FedEx Stock Fund;

            (ii) Until a Participant attains age fifty-five (55), that portion
      of his Before-Tax Contributions and After-Tax Contributions that (A) have
      been contributed to the Plan before April 1, 1998, and (B) have been used
      in determining the allocation of Matching Employer Contributions to his
      Account pursuant to Section 5.2 hereof shall remain invested in the
      Company Stock Fund; provided, however, that a Participant may elect to
      transfer any portion of such Before-Tax Contributions and After-Tax
      Contributions


                                       35
<PAGE>
      invested following December 11, 2003 in the Fidelity Retirement Money
      Market Portfolio to one or more of the other investment Funds.

            (iii) Until a Participant attains age fifty-five (55), that portion
      of his Before-Tax Contributions and After-Tax Contributions which have
      been transferred to the Plan pursuant to Section 4.13 hereof and were used
      in determining the allocation of matching employer contributions to his
      account under the Roadway Services, Inc. Stock Savings and Retirement
      Income Plan and Trust shall remain invested in the Company Stock Fund and
      the FedEx Stock Fund; provided; however, that, pursuant to Subsection
      7.8(b) hereof, a Participant may elect to transfer any portion of such
      Before-Tax Contributions and After-Tax Contributions invested at the time
      of such election in the FedEx Stock Fund to one or more of the other
      Investment Funds, and provided further, however, that a Participant may
      elect to transfer any portion of such Before-Tax and After-Tax
      Contributions invested following December 11, 2003 in the Fidelity
      Retirement Money Market Portfolio to one or more of the other Investment
      Funds.

      (c) (i) A Participant's Stock Bonus Portion not previously diversified or
      eligible for diversification pursuant to Subsections 5.5(b) or (c) of the
      Roadway Services, Inc. Stock Bonus Plan and Trust shall remain invested in
      the Company Stock Fund or the FedEx Stock Fund; provided; however, that,
      pursuant to Subsection 7.8(b) hereof, a Participant may elect to transfer
      any portion of his Stock Bonus Portion invested at the time of such
      election in the FedEx Stock Fund to one or more of the other Investment
      Funds; and provided further, however, that a Participant may elect to
      transfer any portion of such Stock Bonus Portion invested following
      December 11, 2003 in the Fidelity Retirement Money Market Portfolio to one
      or more of the other Investment Funds.

            (ii) A Participant's Stock Bonus Portion diversified or eligible to
      be diversified prior to the Effective Date pursuant to Subsections 5.5(b)
      or (c) of the Roadway Services, Inc. Stock Bonus Plan and Trust may,
      pursuant to Sections 7.6 and 7.8 hereof, be invested in one or more
      Investment Funds (other than the FedEx Stock Fund). A Participant who has
      made a diversification election of his Stock Bonus Portion prior to the
      Effective Date may, pursuant to Sections 7.6 and 7.8 hereof, direct that
      any remaining amount of the one-half (1/2) permitted to be diversified
      (including earnings and appreciation thereon) be invested in one or more
      of the other Investment Funds (other than the FedEx Stock Fund).

            (iii) Effective as of January 17, 2001, a Participant who attains
      age fifty-five (55) on or after the Effective Date, may make an initial
      diversification election pursuant to Sections 7.6 and 7.8 hereof to
      transfer an amount equal to up to one-half (1/2) of his Stock Bonus
      Portion to one or more Investment Funds (other than the FedEx Stock Fund).
      A Participant who has made diversification election of his Stock Bonus
      Portion pursuant to the preceding sentence may, pursuant to Sections 7.6
      and 7.8 hereof, direct that any remaining amount of the one-half (1/2)
      permitted to be diversified (including earnings and appreciation thereon)
      be invested in one or more of the other Investment Funds (other than the
      FedEx Stock Fund).


                                       36
<PAGE>
7.6   CHANGE OF INVESTMENTS.

      (a) (i) Each Participant who is eligible to direct the investment of all
      or a portion of his Before-Tax Contributions, After-Tax Contributions and
      Rollover Contributions pursuant to Subsection 7.5(b) hereof may, by
      direction to the Plan Administrator, change his investment direction with
      respect to such future Contributions and/or may direct that all or a
      portion of his Account that is attributable to such prior Contributions
      (including earnings and appreciation thereon) be transferred from one
      Investment Fund to another Investment Fund; provided, however, that a
      Participant may not direct the transfer of any portion of his Account into
      the FedEx Stock Fund.

            (ii) Each Participant who is eligible to diversify or has
      diversified any portion of his Stock Bonus Portion pursuant to Paragraphs
      7.5(c)(ii) or (iii) may, by direction to the Plan Administrator, direct
      that all or a portion of his Stock Bonus Portion which is attributable to
      the amount eligible to be diversified or to the prior amount diversified
      pursuant to Section 7.5(c)(ii) or (iii) hereof (including earnings and
      appreciation thereon) be transferred from one Investment Fund to another
      Investment Fund; provided, however, that a Participant may not direct the
      transfer of any portion of his Account into the FedEx Stock Fund.

      (b) Notwithstanding the limitations of Section 7.5 hereof, any Participant
entitled to a distribution of his Account pursuant to Article VIII hereof may,
by direction to the Plan Administrator, irrevocably direct that any portion of
his Account not invested in the Company Stock Fund be transferred to the Company
Stock Fund prior to the distribution of his Account.

7.7   INVESTMENT DIRECTION AND CHANGE PROCEDURES-FUTURE CONTRIBUTIONS.

      (a) Any change of investments for a Participant's future Contributions
permitted by Section 7.6(a)(i) hereof shall be made by a Participant by
providing direction to the Plan Administrator (on a form or in a manner provided
by the Plan Administrator) which shall specify the portion of such Contributions
to be invested in each of the Investment Funds. Effective as of January 17,
2001, such directions can be executed on a daily basis, or if later, as soon as
practicable, in accordance with the policies and procedures for such directions
established by the Plan Administrator and the Plan Trustee.

7.8   INVESTMENT DIRECTION AND CHANGE PROCEDURES-PRIOR CONTRIBUTIONS.

      (a) Any direction to transfer all or a portion of a Participant's Account
among the Investment Funds relating to a Participant's prior Contributions
permitted by Section 7.6(a)(i) hereof and/or all or a portion of a Participant's
Stock Bonus Portion among the Investments Funds permitted by Section 7.6(a)(ii)
hereof shall be made by a Participant by providing direction to the Plan
Administrator (on a form or in a manner provided by the Plan Administrator)
which shall specify the portion of the Investment Fund (in units or shares, as
applicable) to be transferred and the Investment Fund(s) into which it is to be
transferred and, in the case of a transfer of a Participant's Stock Bonus
Portion, the percentage of the Participant's


                                       37
<PAGE>
Stock Bonus Portion to be transferred. Effective as of January 17, 2001, such
directions can be executed on a daily basis, or if later, as soon as
practicable, in accordance with the policies and procedures for such directions
established by the Plan Administrator and the Plan Trustee.

      (b) Until July 18, 2002, a Participant may, with respect to the portion of
his Account invested in the FedEx Stock Fund, direct the Plan Administrator to
transfer all or a portion of his Account to one or more of the other Investment
Funds.

7.9   DIRECTIONS TO THE TRUSTEE.

      The Plan Administrator shall give appropriate and timely directions to the
Trustee in order to permit the Trustee to give effect to the investment choice
and investment change elections made under Sections 7.5, 7.6, 7.7 and 7.8 hereof
and to provide funds for distributions pursuant to Article VIII hereof.

7.10  VOTING OF ALLOCATED COMPANY STOCK AND FEDEX CORP. STOCK.

      (a) All voting rights on shares of Company Stock and FedEx Corp. Stock
held by the Trustee shall be exercised by the Trustee only as directed by the
Participants (and Beneficiaries) acting in their capacity as Named Fiduciaries
in accordance with the following provisions of this Section 7.10. The number of
shares of Company Stock and FedEx Corp. Stock credited to a Participant's
Account shall be determined as of the most recent Valuation Date for which
information is readily available.

      (b) As soon as practicable before each annual or special shareholders'
meeting of the Company or FedEx Corporation, the Trustee shall furnish or cause
to be furnished to each Participant a copy of the proxy solicitation material
sent generally to shareholders, together with a form to be returned to the
Trustee requesting confidential instructions from the Participant, acting in his
capacity as a Named Fiduciary, on how the shares of Company Stock or FedEx Corp.
Stock credited to such Participant's Account are to be voted by the Trustee. The
Company shall cooperate with the Trustee to insure that Participants receive the
requisite information with respect to Company Stock in a timely manner. The
materials furnished to the Participants shall include a notice from the Trustee
explaining each Participant's right to instruct the Trustee with respect to the
voting of shares of Company Stock or FedEx Corp. Stock credited to his Account
and how Non-Directed Shares (as defined below) and Unallocated Shares (as
defined below) will be voted. Upon timely receipt of such instructions, the
Trustee (after combining votes of fractional shares to give effect to the
greatest extent to Participants' instructions) shall vote the shares as
instructed. For purposes of this Section 7.10 and Section 7.11 hereof, (i) the
term "Non-Directed Shares" shall mean those shares of Company Stock or FedEx
Corp. Stock credited to Participants' Accounts for which instructions are not
timely received by the Trustee, as well as shares of Company Stock or FedEx
Corp. Stock credited to Participants' Accounts after the Valuation Date used
under this Section 7.10 or section 7.11, as applicable, for purposes of
determining the number of shares credited to each Participant's Account, and
(ii) the term "Unallocated Shares" shall mean any shares of Company Stock or
FedEx Corp. Stock not credited to the Participants' Accounts.


                                       38
<PAGE>
      (c) With respect to all corporate matters submitted to shareholders, each
Participant who has shares of Company Stock or FedEx Corp. Stock credited to his
Account, acting as a Named Fiduciary shall be entitled to direct the voting of
shares of Company Stock or FedEx Corp. Stock (including fractional shares to
1/1000th of a share) credited to his Account. With respect to shares of Company
Stock or FedEx Corp. Stock credited to the Account of a deceased Participant,
such Participant's Beneficiary shall be entitled to direct the voting with
respect to such shares as if such Beneficiary were the Participant.

      (d) For periods prior to January 1, 2003, each Participant who has shares
of Company Stock or FedEx Corp. Stock credited to his Account and who is
entitled to vote on any matter presented for a vote by the shareholders, as a
Named Fiduciary, shall be entitled to separately direct the Trustee with respect
to the vote of a portion of the Non-Directed Shares and the Unallocated Shares.
Such direction shall apply to such number of votes equal to the total number of
votes attributable to Non-Directed Shares and Unallocated Shares multiplied by a
fraction, the numerator of which is the number of shares of Company Stock or
FedEx Corp. Stock credited to the Participant's Account and the denominator of
which is the total number of shares of Company Stock or FedEx Corp. Stock
credited to the Accounts of all such Participants who have timely provided
directions to the Trustee with respect to Non-Directed Shares and Unallocated
Shares under this Subsection (d). Fractional shares shall be rounded to the
nearest 1/1000th of a share.

      (e) Effective January 1, 2003, the Trustee shall vote Non-Directed Shares
and Unallocated Shares in the same proportion as it votes shares of Company
Stock for which it receives timely and proper voting directions.

      (f) The instructions received by the Trustee from Participants or
Beneficiaries shall be held by the Trustee in strict confidence and shall not be
divulged or released to any person including directors, officers or employees of
the Company or any Controlled Group Member or FedEx Corporation except as
otherwise required by law.

7.11  TENDER OF ALLOCATED COMPANY STOCK OR FEDEX CORP. STOCK.

      (a) APPLICABILITY. Except as otherwise expressly provided in the Plan, the
Trustee shall not sell, alienate, encumber, pledge, transfer or otherwise
dispose of or tender or withdraw, any shares of Company Stock or FedEx Corp.
Stock held by it under the Plan. All tender or exchange decisions with respect
to Company Stock or FedEx Corp. Stock shall be made by the Trustee only as
directed by the Participants (and Beneficiaries), acting in their capacity as
Named Fiduciaries, in accordance with the following provisions of this Section
7.11. The number of shares of Company Stock or FedEx Corp. Stock credited to a
Participant's Account shall be determined as of the most recent Valuation Date
for which information is readily available.

      (b) INSTRUCTIONS TO TRUSTEE. In the event an offer shall be received by
the Trustee (including a tender offer for shares of Company Stock or FedEx Corp.
Stock subject to Section 14(d)(1) of the Securities Exchange Act of 1934 or
subject to Rule 13e-4 promulgated under such Act, as those provisions may from
time to time be amended) to purchase or exchange any


                                       39
<PAGE>
shares of Company Stock or FedEx Corp. Stock held by the Trustee, the Trustee
shall advise each Participant who has shares of Company Stock or FedEx Corp.
Stock credited to his Account in writing of the terms of the offer as soon as
practicable after its commencement and shall furnish each Participant with a
form by which he may instruct the Trustee confidentially whether or not to
tender or exchange shares of Company Stock or FedEx Corp. Stock credited to such
Participant's Account. The materials furnished to the Participants shall
include:

            (i) a notice from the Trustee explaining Participants' rights to
      instruct the Trustee with respect to shares of Company Stock or FedEx
      Corp. Stock credited to their Accounts, and, how the Trustee will treat
      Non-Directed Shares and Unallocated Shares, as provided herein; and

            (ii) such related documents as are prepared by any person and
      provided to the shareholders of the Company pursuant to the Securities
      Exchange Act of 1934. The Company and the Trustee may also provide
      Participants with such other material concerning the tender or exchange
      offer as the Trustee or the Company in their discretion determine to be
      appropriate; provided, however, that prior to any distribution of
      materials by the Company or the Trustee, the Company or the Trustee, as
      applicable, shall be furnished with complete copies of all such materials.
      The Company and the Trustee shall cooperate with each other to insure that
      Participants receive the requisite information with respect to Company
      Stock in a timely manner.

      (c) TRUSTEE ACTION ON PARTICIPANT INSTRUCTIONS: ALLOCATED SHARES. COMPANY
STOCK OR FEDEX CORP. Stock credited to his Account, as a Named Fiduciary, shall
be entitled to direct the Trustee whether or not to tender or exchange shares of
Company Stock or FedEx Corp. Stock credited to his Account (including fractional
shares to 1/1000th of a share). With respect to shares of Company Stock or FedEx
Corp. Stock credited to the Account of a deceased Participant, such
Participant's Beneficiary shall be entitled to direct the Trustee whether or not
to tender or exchange such shares as if such Beneficiary were the Participant.

      (d) TRUSTEE ACTION ON PARTICIPANT INSTRUCTIONS: NON-DIRECTED AND
UNALLOCATED SHARES.

            (i) For periods prior to January 1, 2003, each Participant who has
      shares of Company Stock or FedEx Corp. Stock credited to his Account and
      who is entitled to direct the Trustee whether or not to tender or exchange
      shares of Company Stock or FedEx Corp. Stock credited to his Account, as a
      Named Fiduciary, shall be entitled to separately direct the Trustee with
      respect to the tender or exchange of a portion of the Non-Directed Shares
      and the Unallocated Shares. Such directions shall apply to such number of
      Non-Directed Shares and Unallocated Shares equal to the total number of
      Non-Directed Shares and Unallocated Shares multiplied by a fraction, the
      numerator of which is the number of shares of Company Stock or FedEx Corp.
      Stock credited to the Participant's Account and the denominator of which
      is the total number of shares of Company Stock or FedEx Corp. Stock
      credited to the Accounts of all such Participants who have timely provided
      directions to the Trustee with respect to Non-Directed Shares


                                       40
<PAGE>
      and Unallocated Shares under this Subsection (d). Fractional shares shall
      be rounded to the nearest 1/1000th of a share.

            (ii) Effective January 1, 2003, in the event an offer shall be
      received by the Trustee to purchase or exchange any shares of Company
      Stock held by the Trustee, the Trustee shall not tender Non-Directed
      Shares, and shall tender Unallocated Shares in the same proportions as it
      tenders shares of Company Stock as to which it receives timely and proper
      tender directions with respect to such offer.

      (e) CONFIDENTIALITY. The instructions received by the Trustee from
Participants or Beneficiaries shall be held by the Trustee in strict confidence
and shall not be divulged or released to any person, including directors,
officers or employees of the Company, any Controlled Group Member or FedEx
Corporation, or the Plan Administrator, except as otherwise required by law.

      (f) WITHDRAWAL OF SHARES. In the event, under the terms of a tender offer
or otherwise, any shares of Company Stock or FedEx Corp. Stock tendered for
sale, exchange or transfer pursuant to such offer may be withdrawn from such
offer, the Trustee shall follow such instructions respecting the withdrawal of
such shares from such offer in the same manner and in the same proportion as
shall be timely received by the Trustee from Participants entitled under this
Section 7.11 to give instructions as to the sale, exchange or transfer of shares
of Company Stock or FedEx Corp. Stock pursuant to such offer, acting in their
capacity as Named Fiduciaries.

      (g) PARTIAL OFFERS. In the event that an offer for fewer than all of the
shares of Company Stock or FedEx Corp. Stock held by the Trustee shall be
received by the Trustee, the total number of shares of Company Stock or FedEx
Corp. Stock that the Plan sells, exchanges or transfers pursuant to such offer
shall be allocated among Participants' Accounts on a pro rata basis in
accordance with the directions received from Participants with respect to shares
of Company Stock or FedEx Corp. Stock credited to their Accounts and the
proportional tender of Unallocated Shares.

      (h) MULTIPLE OFFERS.

            (i) In the event an offer shall be received by the Trustee and
      instructions shall be solicited from Participants pursuant to Subsections
      (a) through (g) hereof regarding such offer, and, prior to the termination
      of such offer, another offer is received by the Trustee for the shares of
      Company Stock or FedEx Corp. Stock subject to the first offer, the Trustee
      shall use its best efforts under the circumstances to solicit instructions
      from the Participants in their capacity as Named Fiduciaries:

                  (A) with respect to shares of Company Stock or FedEx Corp.
            Stock tendered for sale, exchange or transfer pursuant to the first
            offer, whether to withdraw such tender, if possible, and, if
            withdrawn, whether to tender any shares of Company Stock or FedEx
            Corp. Stock so withdrawn for sale, exchange or transfer pursuant to
            the second offer, and


                                       41
<PAGE>
                  (B) with respect to shares of Company Stock or FedEx Corp.
            Stock not tendered for sale, exchange or transfer pursuant to the
            first offer, whether to tender or not to tender such shares of
            Company Stock or FedEx Corp. Stock for sale, exchange or transfer
            pursuant to the second offer.

            (ii) The Trustee shall follow all such instructions received in a
      timely manner from Participants in the same manner and in the same
      proportion as provided in Subsections (a) to (g) hereof. With respect to
      any further offer for any Company Stock or FedEx Corp. Stock received by
      the Trustee and subject to any earlier offer (including successive offers
      from one or more existing offerors), the Trustee shall act in the same
      manner as described above in this Subsection (h).

      (i) TENDER BY COMPANY. Subject to any provisions in the Plan to the
contrary, in the event the Company initiates a tender or exchange offer, the
Trustee may, in its sole discretion, enter into an agreement with the Company
not to tender or exchange any shares of Company Stock in such offer, in which
event, the foregoing provisions of this Section 7.11 shall have no effect with
respect to such offer and the Trustee shall not tender or exchange any shares of
Company Stock in such offer.

                   ARTICLE VIII. DISTRIBUTIONS AND WITHDRAWALS

8.1   DISTRIBUTIONS ONLY AS PROVIDED.

      (a) A Participant's Account shall only be distributable as provided in
this Article. A Participant or Death Beneficiary who is eligible to receive a
distribution or withdrawal under the Plan may apply to receive such a
distribution or withdrawal on the form or in the manner prescribed by the Plan
Administrator, furnishing such information as the Plan Administrator may
reasonably require, including any authority in writing that the Plan
Administrator may request authorizing it to obtain pertinent information,
certificates, transcripts and/or other records from any public office. No
application for a distribution pursuant to Section 8.2 or 8.3 hereof may be made
prior to the Participant's Termination of Employment.

      (b) The Plan Administrator shall provide a Participant who has requested a
distribution pursuant to Section 8.2(a) hereof or a withdrawal pursuant to
Section 8.8 or 8.10 hereof with a general description of the optional forms of
benefit available under the Plan and the right to defer receipt of such
distribution or withdrawal within the period provided in Section 8.12(b) hereof
(unless such period is waived as permitted in Section 8.12(b) hereof).

8.2   DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT (OTHER THAN DEATH).

      (a) A Participant shall be eligible to receive a distribution of his
Account, as provided in Section 8.4 hereof, due to his Termination of Employment
(other than by reason of death). A distribution pursuant to this Subsection
shall be paid to a Participant as soon as practicable after the Participant has
filed his application with the Plan Administrator pursuant to Section 8.1


                                       42
<PAGE>
hereof; provided, however, that a distribution on account of a Participant
becoming Totally and Permanently Disabled shall be paid to a Participant as soon
as practicable after the Participant has become Totally and Permanently Disabled
and the Participant has filed his application with the Plan Administrator
pursuant to Section 8.1 hereof.

      (b) Effective as of January 1, 1998, notwithstanding the provisions of
Subsection (a) of this Section, (i) if the value of the Account of a Participant
who is eligible for a distribution under Subsection (a) of this Section does not
exceed $5,000, such Account shall be paid to him in a lump sum payment after
such Termination of Employment or after the Participant has been determined to
be Totally and Permanently Disabled, and (ii) if distribution of the Account of
a Participant who has a Termination of Employment or is determined to be Totally
and Permanently Disabled has not been made solely because the Participant has
not filed his application pursuant to Section 8.1, his Account shall be paid to
him no later than the date provided in Section 8.6(b)(i) hereof. Effective
January 1, 2002, for purposes of this Section 8.2(b), a Participant's Rollover
Contributions hereto shall be included in determining the value of the
Participant's Account.

      (c) If a Participant who has a Termination of Employment should again
become an Employee before completion of the distribution of his Account, such
distribution shall cease until the Participant again has a Termination of
Employment.

8.3   DISTRIBUTION UPON DEATH.

      (a) In the case of the death of a Participant, the Participant's Death
Beneficiary shall be eligible to receive a distribution of the Participant's
Account as provided in Section 8.4 hereof. Distributions pursuant to this
Subsection shall be paid to a Death Beneficiary as soon as practicable after the
Death Beneficiary has filed an application with the Plan Administrator pursuant
to Section 8.1 hereof.

      (b) Effective as of January 1, 1998, notwithstanding the provisions of
Subsection (a) of this Section, (i) if the value of the Account of a Participant
who died does not exceed $5,000, such Account shall be paid to his Death
Beneficiary in a lump sum payment after the date of death and (ii) if
distribution of the Account of a Participant who died has not been made solely
because the Death Beneficiary has not filed his application pursuant to Section
8.1 hereof, such Account shall be paid to the Death Beneficiary no later than
the date provided in Section 8.6(b)(ii) hereof. Effective January 1, 2002, for
purposes of this Section 8.3(b), a Participant's Rollover Contributions hereto
shall be included in determining the value of the Participant's Account.

      (c) In the case of the death of a Participant, the Plan Administrator may
require such proper proof of death and such evidence of the right of any person
to receive a distribution from the Account of a deceased Participant as the Plan
Administrator may deem desirable. The Plan Administrator's determination of
death and of the right of any person to receive payment shall be conclusive.


                                       43
<PAGE>
8.4   DISTRIBUTION OPTIONS.

      (a) Except as provided in Subsection (b) of this Section, all
distributions of a Participant's Account hereunder shall be made in a single
lump sum payment.

      (b) (i) A Participant may elect to receive his Account in ten (10)
successive annual installments. The Death Beneficiary of a Participant may elect
to receive the entire portion of the Participant's Account in ten (10)
successive annual installments.

            (ii) The elections permitted by this Subsection shall be effective
      by giving written notice thereof to the Plan Administrator. No election
      hereunder shall be revocable at any time less than six (6) months prior to
      the Participant's Termination of Employment or the time death benefits are
      scheduled to commence, as applicable.

            (iii) The payment date of the first such installment shall be as
      soon as practicable after the Participant or Death Beneficiary has filed
      his application with the Plan Administrator pursuant to Section 8.1
      hereof, and payment dates of the succeeding nine (9) payments shall be
      annually thereafter during the month in which falls the anniversary of the
      first payment date; provided, however, that, in the case of a Termination
      of Employment on account of Total and Permanent Disability, the payment
      date of the first such installment shall be as soon as practicable after
      the Participant has been determined to be Totally and Permanently
      Disabled, and the Participant has filed his application with the Plan
      Administrator pursuant to Section 8.1 hereof and made his election
      pursuant to Paragraph (ii) of this Section. A Participant may not elect to
      postpone commencement of such installment payments if the exercise of such
      election will cause benefits under the Plan with respect to such
      Participant in the event of his death to be more than "incidental" under
      Code Section 401(a)(9) and Treasury regulations promulgated thereunder.

            (iv) Such annual installments shall be paid in equal portions of the
      aggregate amount vested in the Participant's Account immediately prior to
      commencement of the installment payments, and any additional amounts as
      may be credited to him in any year during the nine (9) year distribution
      period shall be paid to him on the next installment payment date as
      specified in Paragraph (iii) of this Subsection.

8.5   FORM AND VALUATION OF DISTRIBUTION.

      (a) The distribution of a Participant's Account (or portion thereof)
pursuant to this Article shall be as follows:

            (i) Effective as of November 1, 1999, the portion of such Account
      that is invested in the Company Stock Fund or the FedEx Stock Fund shall
      be distributed in kind.

      Notwithstanding the previous sentence, a Participant may elect, in the
      form and manner prescribed by the Plan Administrator, to receive a
      distribution of the portion of such


                                       44
<PAGE>
      Account that is invested in the Company Stock Fund or the FedEx Stock Fund
      in cash, provided, however, that if a Participant fails to make such an
      election, the portion of such Account that is invested in the Company
      Stock Fund or the FedEx Stock Fund shall be distributed in kind. A
      distribution in kind shall occur by the transfer of whole shares of
      Company Stock or FedEx Corp. Stock, as applicable, and cash for any
      uninvested dividends allocable to such Participant. The value of such
      Company Stock or FedEx Corp. Stock, as applicable, shall be the value
      determined as of the immediately preceding Valuation Date or such other
      date as may be required by law.

            (ii) The portion of the Participant's Account that is invested in
      any of the Investment Funds other than the Company Stock Fund or the FedEx
      Stock Fund shall, at the Participant's (or, if applicable, the Death
      Beneficiary's) election, be distributed in cash or, to the extent
      available and provided below, in kind. To effect a distribution in kind,
      the Trustee shall determine the portion of the Participant's Account that
      is distributable in whole shares, which the Trustee shall distribute in
      kind. The portion of the Participant's Account that is not distributable
      in whole shares (as determined by the Trustee) and the portion that is
      attributable to fractional shares shall be distributed in cash. The value
      of the portion of the Participant's Account distributable pursuant to this
      Paragraph shall be the value determined as of the immediately preceding
      Valuation Date or such other date as may be required by law.

            (iii) The portion of the Participant's Account that is attributable
      to Contributions that have not yet been invested in any Investment Fund
      shall be distributed in cash. The value of such Contributions shall be the
      pro-rata value of any applicable investment or account in which such
      Contributions were held as of the immediately preceding Valuation Date or
      such other date required by law.

      (b) Any Participant who is entitled to a distribution of his Account
pursuant to this Article may, by direction to the Plan Administrator,
irrevocably elect to have any portion of his Account not invested in the Company
Stock Fund transferred to the Company Stock Fund before such distribution is
made.

      (c) The Plan Administrator may postpone the distribution to a Participant
to allow an election pursuant to Subsection (b) of this Section to take effect.

      (d) Notwithstanding (a) through (c) above, effective January 1, 2003,
unless a Participant (or his Death Beneficiary) elects otherwise (at the time
and in the manner prescribed by the Plan Administrator), a mandatory
distribution pursuant to Section 8.2(b) or 8.3(b) hereof shall be made entirely
in cash.

8.6   LATEST TIME OF DISTRIBUTIONS.

      (a) The distribution of a Participant's Account shall begin as provided in
the preceding Sections of this Article, but (subject to the consent requirements
of Section 8.1 hereof) in no event later than the sixtieth (60th) day after the
close of the Plan Year in which the latest of the following events occur:


                                       45


<PAGE>
            (i)   the date the Participant attains age sixty-five (65);

            (ii)  the tenth (10th) anniversary of the year in which the
      Participant commenced participation in the Plan; or

            (iii) the date of the Participant's Termination of Employment.

      (b)   (i)   Effective as of January 1, 1997, notwithstanding any other
      provision of the Plan, to the extent required under Code Section
      401(a)(9), for purposes of a Participant who is a 5% owner (as defined in
      Code Section 416) or who attains age 70 1/2 prior to January 1, 1999,
      distribution of such Participant's Account must commence not later than
      April 1 of the calendar year following the calendar year in which he
      attains age 70 1/2, and for purposes of a Participant (other than a
      Participant who is a 5% owner (as defined in Code Section 416)) who
      attains age 70 1/2 on or after January 1, 1999, distribution of such
      Participant's Account must commence not later than the later of (A) the
      calendar year in which the Participant attains age 70 1/2 or (B) the
      calendar year in which the Participant incurs a Termination of Employment.

            (ii)  If a Participant dies before the distribution of such
      Participant's Account has begun, then the entire Account will be
      distributed within five years after the death of such Participant, unless
      (A) any portion of the Participant's Account is payable to (or for the
      benefit of) his Beneficiary, whereupon such portion will be distributed
      over the life of such Beneficiary (or over a period not extending beyond
      the life expectancy of such Beneficiary) and will begin not later than one
      year after the date of the Participant's death (or such later date as the
      Secretary of the Treasury may by regulations prescribe), or (B) any
      portion of the Participant's Account is payable to (or for the benefit of)
      a Beneficiary who is the surviving Spouse of the Participant, whereupon
      such portion will be distributed over the life of the surviving Spouse or
      over a period not extending beyond the life expectancy of the surviving
      Spouse) and begin not later than the date on which the Participant would
      have attained age 70 1/2 (provided that if the surviving Spouse dies
      before the distribution to such Spouse begins, then the five-year
      distribution requirement is to be applied as if the surviving Spouse were
      the Participant).

      (c)   Distributions under the Plan shall be made in a manner that
satisfies Code Section 401(a)(9) and Treasury Regulations issued thereunder,
including Treasury Regulation Section 1.401(a)(9)-2, which provisions are hereby
incorporated into the Plan by reference, provided that such provisions shall
override the other distribution provisions of the Plan only to the extent that
such other Plan provisions provide for distribution that is less rapid than
required under such provisions of the Code and Regulations. Nothing contained in
this Section shall be construed as providing any optional form of payment that
is not available under the other distribution provisions of the Plan.


                                       46
<PAGE>
8.7   MINIMUM REQUIRED DISTRIBUTIONS FOR CALENDAR YEARS AFTER 2002.

      (a)   GENERAL RULES.

            (i)   Effective Date. The provisions of this Section 8.7 will apply
      for purposes of determining required minimum distributions for calendar
      years beginning with the 2003 calendar year.

            (ii)  Precedence. The requirements of this Section 8.7 will take
      precedence over any inconsistent provisions of the Plan.

            (iii) Requirements of Treasury Regulations Incorporated. All
      distributions required under this Section 8.7 will be determined and made
      in accordance with the Treasury Regulations under Code Section 401(a)(9).

            (iv)  TEFRA Section 242. Notwithstanding the other provisions of
      this Section 8.7, distributions may be made under a designation made
      before January 1, 1984, in accordance with Section 242(b)(2) of the Tax
      Equity and Fiscal Responsibility Act ("TEFRA") and the provisions of the
      Plan that relate to Section 242(b)(2) of TEFRA.

      (b)   TIME AND MANNER OF DISTRIBUTION.

            (i)   Required Beginning Date. The Participant's entire interest
      will be distributed, or begin to be distributed, to the Participant no
      later than the Participant's Required Beginning Date.

            (ii)  Death of Participant Before Distributions Begin. If the
      Participant dies before distributions begin, the Participant's entire
      interest will be distributed, or begin to be distributed, no later than as
      follows:

                  (A)   If the Participant's surviving spouse is the
            Participant's sole Designated Beneficiary, then distributions to the
            surviving spouse will begin by December 31 of the calendar year
            immediately following the calendar year in which the Participant
            died, or by December 31 of the calendar year in which the
            Participant would have attained age 70 1/2, if later.

                  (B)   If the Participant's surviving spouse is not the
            Participant's sole Designated Beneficiary, distributions to the
            Designated Beneficiary will begin by December 31 of the calendar
            year immediately following the calendar year in which the
            Participant died.

                  (C)   If there is no Designated Beneficiary as of September 30
            of the year following the year of the Participant's death, the
            Participant's entire interest will be distributed by December 31 of
            the calendar year containing the fifth anniversary of the
            Participant's death.


                                       47
<PAGE>
                  (D)   If the Participant's surviving spouse is the
            Participant's sole Designated Beneficiary and the surviving spouse
            dies after the Participant but before distributions to the surviving
            spouse begin, this Section 8.7(b)(ii), other than Section
            8.7(b)(ii)(A), will apply as if the surviving spouse were the
            Participant.

      For purposes of this Section 8.7(b)(ii) and Section 8.7(d) hereof, unless
      Section 8.7(b)(ii)(D) hereof applies, distributions are considered to
      begin on the Participant's Required Beginning Date. If Section
      8.7(b)(ii)(D) hereof applies, distributions are considered to begin on the
      date distributions are required to begin to the surviving spouse under
      Section 8.7(b)(ii)(A) hereof. If distributions under an annuity purchased
      from an insurance company irrevocably commence to the Participant before
      the Participant's Required Beginning Date (or to the Participant's
      surviving spouse before the date distributions are required to begin to
      the surviving spouse under Section 8.7(b)(ii)(A) hereof), the date
      distributions are considered to begin is the date distributions actually
      commence.

            (iii) Forms of Distribution. Unless the Participant's interest is
      distributed in the form of an annuity purchased from an insurance company
      or in a single sum on or before the Required Beginning Date, as of the
      first Distribution Calendar Year, distributions will be made in accordance
      with Sections 8.7(c) and (d) hereof. If the Participant's interest is
      distributed in the form of an annuity purchased from an insurance company,
      distributions thereunder will be made in accordance with the requirements
      of Code Section 401(a)(9) and the Treasury Regulations.

      (c)   REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME.

            (i)   Amount of Required Minimum Distribution for Each Distribution
      Calendar Year. During the Participant's lifetime, the minimum amount that
      will be distributed for each Distribution Calendar Year is the lesser of:

                  (A)   the quotient obtained by dividing the Participant's
            Account Balance by the distribution period in the Uniform Lifetime
            Table set forth in Section 1.401(a)(9)-9 of the Treasury
            Regulations, using the Participant's age as of the Participant's
            birthday in the Distribution Calendar Year; or

                  (B)   if the Participant's sole Designated Beneficiary for the
            Distribution Calendar Year is the Participant's spouse, the quotient
            obtained by dividing the Participant's Account Balance by the number
            in the Joint and Last Survivor Table set forth in Section
            1.401(a)(9)-9 of the Treasury Regulations, using the Participant's
            and spouse's attained ages as of the Participant's and spouse's
            birthdays in the Distribution Calendar Year.

            (ii)  Lifetime Required Minimum Distributions Continue Through Year
      of Participant's Death. Required minimum distributions will be determined
      under this


                                       48
<PAGE>
      Section 8.7(c) beginning with the first Distribution Calendar Year and up
      to and including the Distribution Calendar Year that includes the
      Participant's date of death.

      (d)   REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH.

            (i)   Death on or After Date Distributions Begin.

                  (A)   Participant Survived by Designated Beneficiary. If the
            Participant dies on or after the date distributions begin and there
            is a Designated Beneficiary, the minimum amount that will be
            distributed for each Distribution Calendar Year after the year of
            the Participant's death is the quotient obtained by dividing the
            Participant's Account Balance by the longer of the remaining life
            expectancy of the Participant or the remaining life expectancy of
            the Participant's Designated Beneficiary, determined as follows:

                        (I)   The Participant's remaining life expectancy is
                  calculated using the age of the Participant in the year of
                  death, reduced by one for each subsequent year.

                        (II)  If the Participant's surviving spouse is the
                  Participant's sole Designated Beneficiary, the remaining life
                  expectancy of the surviving spouse is calculated for each
                  Distribution Calendar Year after the year of the Participant's
                  death using the surviving spouse's age as of the spouse's
                  birthday in that year. For Distribution Calendar Years after
                  the year of the surviving spouse's death, the remaining life
                  expectancy of the surviving spouse is calculated using the age
                  of the surviving spouse as of the spouse's birthday in the
                  calendar year of the spouse's death, reduced by one for each
                  subsequent calendar year.

                        (III) If the Participant's surviving spouse is not the
                  Participant's sole Designated Beneficiary, the Designated
                  Beneficiary's remaining life expectancy is calculated using
                  the age of the Beneficiary in the year following the year of
                  the Participant's death, reduced by one for each subsequent
                  year.

                  (B)   No Designated Beneficiary. If the Participant dies on or
            after the date distributions begin and there is no Designated
            Beneficiary as of September 30 of the year after the year of the
            Participant's death, the minimum amount that will be distributed for
            each Distribution Calendar Year after the year of the Participant's
            death is the quotient obtained by dividing the Participant's Account
            Balance by the Participant's remaining life expectancy calculated
            using the age of the Participant in the year of death, reduced by
            one for each subsequent year.


                                       49
<PAGE>
            (ii)  Death Before Date Distributions Begin.

                  (A)   Participant Survived by Designated Beneficiary. If the
            Participant dies before the date distributions begin and there is a
            Designated Beneficiary, the minimum amount that will be distributed
            for each Distribution Calendar Year after the year of the
            Participant's death is the quotient obtained by dividing the
            Participant's Account Balance by the remaining life expectancy of
            the Participant's Designated Beneficiary, determined as provided in
            Section 8.7(d)(i) hereof.

                  (B)   No Designated Beneficiary. If the Participant dies
            before the date distributions begin and there is no Designated
            Beneficiary as of September 30 of the year following the year of the
            Participant's death, distribution of the Participant's entire
            interest will be completed by December 31 of the calendar year
            containing the fifth anniversary of the Participant's death.

                  (C)   Death of Surviving Spouse Before Distributions to
            Surviving Spouse Are Required to Begin. If the Participant dies
            before the date distributions begin, the Participant's surviving
            spouse is the Participant's sole Designated Beneficiary, and the
            surviving spouse dies before distributions are required to begin to
            the surviving spouse under Section 8.7(b)(ii)(A) hereof, this
            Section 8.7(d)(ii) will apply as if the surviving spouse were the
            Participant.

      (e)   DEFINITIONS.

            (i)   "DESIGNATED BENEFICIARY." The individual who is designated as
      the Death Beneficiary under Subsection (b) of the definition of the term
      "Death Beneficiary" in Article II hereof and is the designated beneficiary
      under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the
      Treasury Regulations.

            (ii)  "DISTRIBUTION CALENDAR YEAR." A calendar year for which a
      minimum distribution is required. For distributions beginning before the
      Participant's death, the first Distribution Calendar Year is the calendar
      year immediately preceding the calendar year which contains the
      Participant's Required Beginning Date. For distributions beginning after
      the Participant's death, the first Distribution Calendar Year is the
      calendar year in which distributions are required to begin under Section
      8.7(b)(ii) hereof. The required minimum distribution for the Participant's
      first Distribution Calendar Year will be made on or before the
      Participant's Required Beginning Date. The required minimum distribution
      for other Distribution Calendar Years, including the required minimum
      distribution for the Distribution Calendar Year in which the Participant's
      Required Beginning Date occurs, will be made on or before December 31 of
      that Distribution Calendar Year.

            (iii) "LIFE EXPECTANCY." Life expectancy as computed by use of the
      Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.


                                       50
<PAGE>
            (iv)  "PARTICIPANT'S ACCOUNT BALANCE." The Account balance as of the
      last Valuation Date in the calendar year immediately preceding the
      Distribution Calendar Year ("Valuation Calendar Year") increased by the
      amount of any Contributions made and allocated or forfeitures allocated to
      the Account balance as of dates in the Valuation Calendar Year after the
      Valuation Date and decreased by distributions made in the Valuation
      Calendar Year after the Valuation Date. The Account balance for the
      Valuation Calendar Year includes any amounts rolled over or transferred to
      the Plan either in the Valuation Calendar Year or in the Distribution
      Calendar Year if distributed or transferred in the Valuation Calendar
      Year.

            (iv)  "REQUIRED BEGINNING DATE." April 1 (or if such date is not a
      business day, the next preceding business day) of the calendar year
      following the later of (A) the calendar year in which the Participant
      attains age 70 -1/2, or (B) if the Participant is not a "5% owner" (within
      the meaning of Code Section 416) of the Employer with respect to the
      calendar year in which the Participant attains age 70 -1/2, the calendar
      year in which the Participant incurs a Termination of Employment.

8.8   WITHDRAWAL REQUESTED BY PARTICIPANT.

      (a)   Upon prior notice filed with the Plan Administrator, within such
period established by the Plan Administrator, a Participant may withdraw all or
a portion of his Account other than his Stock Bonus Portion as provided and in
the order set forth below:

            (i)   A Participant may withdraw all or a part of the portion of his
      Account attributable to After-Tax Contributions credited to his Account
      before January 1, 1987 (excluding earnings and appreciation thereon);

            (ii)  A Participant who has withdrawn all such pre-1987 After-Tax
      Contributions may withdraw all or a part of his Account attributable to
      the remaining After-Tax Contributions credited to his Account (including
      earnings and appreciation thereon);

            (iii) A Participant who has withdrawn all such pre-1987 and
      post-1986 After-Tax Contributions may withdraw all or part of his Account
      attributable to the earnings and appreciation on his pre-1987 After-Tax
      Contributions;

            (iv)  A Participant who has withdrawn all amounts attributable to
      his After-Tax Contributions may withdraw all or a part of his Account
      attributable to Rollover Contributions (including earnings and
      appreciation thereon);

            (v)   A Participant who has withdrawn all amounts attributable to
      his After-Tax Contributions may withdraw all or a part of his Account
      attributable to Matching Employer Contributions (including earnings and
      appreciation thereon); provided, however, that Matching Employer
      Contributions (including earnings and appreciation thereon) that have not
      been held in his Account for at least two (2) years may not be so
      withdrawn unless the Participant has been a Participant in the Plan for at
      least five (5)


                                       51
<PAGE>
      years. Withdrawals permitted pursuant to above provision shall first
      distribute all or a part of the shares of FedEx Corp. Stock attributable
      to Matching Employer Contributions from a Participant's Account before any
      shares of Company Stock attributable to Matching Employer Contributions
      from a Participant's Account are distributed. This Section 8.8(a)(v) shall
      not apply to any Safe Harbor Matching Contributions (including earnings
      and appreciation thereon);

            (vi)  A Participant who is at least fifty-nine and one-half (59 1/2)
      years old, who has withdrawn all amounts described in Paragraphs (i)
      through (v) of this Subsection may withdraw all or a part of his Account
      attributable to Before-Tax Contributions (excluding any income allocable
      thereto) and Safe Harbor Matching Contributions (including any income
      allocable thereto).

      (b)   Upon prior notice filed with the Plan Administrator, within such
period established by the Plan Administrator, a Participant may withdraw all or
a portion of his Stock Bonus Portion invested in FedEx Corp. Stock; provided,
however, that any portion of the Stock Bonus Portion invested in FedEx Corp.
Stock that has not been held in the Participant's Account for at least two (2)
years may not be withdrawn unless the Participant has been a Participant in the
Plan for at least five (5) years. For purposes of this Subsection, the
calculation of a Participant's years of participation in the Plan shall include
the Participant's year(s) of participation in the Roadway Services, Inc. Stock
Bonus Plan and Trust. Any withdrawal of FedEx Corp. Stock pursuant to this
Subsection shall be distributed in a single lump sum payment, in whole shares of
FedEx Corp. Stock in kind, plus cash equal to the value of any fractional
shares.

      (c)   Effective as of January 17, 2001, notwithstanding the foregoing
provisions of this Section 8.8, upon prior written notice filed with the Plan
Administrator, during the period commencing on January 17, 2001 and terminating
on July 17, 2002, an Employee may make withdrawals from his (i) Stock Bonus
Portion invested in the FedEx Stock Fund, (ii) After-Tax Contributions invested
in the FedEx Stock Fund, or (iii) Company Matching Contributions invested in the
FedEx Stock Fund. If an Employee makes a withdrawal from the FedEx Stock Fund in
accordance with this Section 8.8(c), such Employee's Stock Bonus Portion
invested in the FedEx Stock Fund shall first be reduced. If the amount of the
withdrawal exceeds such Employee's Stock Bonus Portion invested in the FedEx
Stock Fund, such Employee's After-Tax Contributions invested in the FedEx Stock
Fund shall be reduced. If the amount of the withdrawal exceeds such Employee's
Stock Bonus Portion invested in the FedEx Stock Fund and After-Tax Contributions
invested in the FedEx Stock Fund, such Employee's Company Matching Contributions
invested in the FedEx Stock Fund shall be reduced. Such withdrawals may be made
in cash or in kind, at the election of the Employee, provided, however, that
fractional shares may be distributed only in cash.

      (d)   Any withdrawal requested pursuant to this Section prior to a
Participant's Termination of Employment will continue to be processed pursuant
to this Section notwithstanding a Participant's subsequent Termination of
Employment.


                                       52
<PAGE>
8.9   SUSPENSION OF CONTRIBUTIONS UPON WITHDRAWAL.

      (a)   Any Participant who makes a withdrawal, pursuant to Section
8.8(a)(v) hereof, of any portion of his Account not invested in FedEx Corp.
Stock, a withdrawal pursuant to Section 8.8(a)(vi) hereof or has made a
withdrawal pursuant to similar provisions in the Roadway Services, Inc. Stock
Savings and Retirement Income Plan and Trust may not make any After-Tax
Contributions or have any Before-Tax Contributions or Matching Employer
Contributions made for him for six (6) months thereafter (twelve (12) months
with respect to such withdrawals made before July 1, 2002). If a Participant has
had his Before-Tax Contributions and/or After-Tax Contributions suspended during
the period beginning on July 1, 2001 and ending on June 30, 2002, pursuant to
this Section, his mandatory suspension period will expire on the later of (i)
the date that is six (6) months from the beginning of the mandatory suspension
period, or (ii) July 1, 2002.

      (b)   A Participant's Contributions that have been suspended pursuant to
this Section will resume as of the first pay period after the period of
suspension if he is an Eligible Employee on that date.

8.10  HARDSHIP WITHDRAWALS.

      (a)   A Participant who is an Employee and who has obtained all available
withdrawals under the Plan, other than Hardship withdrawals, and all nontaxable
loans currently available under all plans maintained by the Controlled Group,
may request, a withdrawal on account of Hardship of all or a portion of his
Account attributable to Before-Tax Contributions (excluding any income allocable
thereto). Upon making a determination that the Participant is entitled to a
withdrawal on account of Hardship, the Plan Administrator shall direct the
Trustee to distribute to such Participant from his Account, the amount of his
Before-Tax Contributions determined by the Plan Administrator to be necessary to
alleviate such Hardship (including amounts necessary to pay any taxes or
penalties reasonably anticipated to result from such withdrawal).

      (b)   If a withdrawal on account of Hardship is made to a Participant
pursuant to this Section, the following rules shall apply notwithstanding any
other provision of the Plan (or any other plan maintained by the Controlled
Group) to the contrary:

            (i)   the Participant's Before-Tax Contributions and After-Tax
      Contributions (or any comparable contributions to any other qualified or
      non-qualified plan, other than a health or welfare benefit plan,
      maintained by the Controlled Group) shall be suspended for a period of six
      (6) months (twelve (12) months with respect to Hardship withdrawals under
      this Section 8.10 made before July 1, 2002) following receipt of the
      Hardship withdrawal; and

            (ii)  for taxable years beginning before January 1, 2002, the amount
      of the Participant's Before-Tax Contributions (and any comparable
      contributions to any other plan maintained by the Controlled Group) for
      the Participant's taxable year immediately following the taxable year of
      the Hardship withdrawal shall not be in excess of the applicable limit
      under Code Section 402(g) for such next taxable year less the amount of


                                       53
<PAGE>
      such Participant's Before-Tax Contributions (and any comparable
      contributions to any other plan, other than health or welfare benefit
      plan, maintained by the Controlled Group) for the taxable year of the
      Hardship withdrawal.

      (c)   If a Participant has had his Before-Tax Contributions and/or
After-Tax Contributions suspended during the period beginning on July 1, 2001
and ending on June 30, 2002, pursuant to this Section, his mandatory suspension
period will expire on the later of (i) the date that is six (6) months from the
beginning of the mandatory suspension period, or (ii) July 1, 2002.

8.11  DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS.

      Notwithstanding anything in the Plan to the contrary, if a qualified
domestic relations order (as defined in Code Section 414(p)) so provides, the
portion of the Participant's Account payable to the alternate payee(s) (as
defined in Code Section 414(p)) may be paid to such alternate payee(s) at any
time on or after the date on which the Plan Administrator receives such order,
regardless of whether the Participant is entitled to a distribution from the
Plan at such time. The portion of the Participant's Account so payable shall be
valued on the Valuation Date specified in such order.

8.12  DIRECT ROLLOVERS.

      (a)   If a Participant, Spouse or alternate payee (as defined in Code
Section 414(p)) is eligible to receive a distribution or withdrawal from the
Plan that constitutes an Eligible Rollover Distribution and such individual
elects to have all or a portion (but not less than $500) of such distribution or
withdrawal paid directly to an Eligible Retirement Plan and specifies the
Eligible Retirement Plan to which the distribution or withdrawal is to be paid,
such distribution or withdrawal (or portion thereof) shall be made in the form
of a direct rollover to the Eligible Retirement Plan so specified. A direct
rollover is a payment made by the Plan directly to the Eligible Retirement Plan.
The Plan Administrator shall prescribe reasonable procedures for elections to be
made pursuant to this Section.

      (b)   The Plan Administrator shall provide a Participant, Spouse or
alternate payee who will receive an Eligible Rollover Distribution with a
written notice describing his rights under this Section, such other information
required to be provided under Code Section 402(f), and, if applicable, the
information required under Section 8.1(b) hereof no less than thirty (30) days
nor more than ninety (90) days before the date scheduled for payment of such
Distribution; provided, however, that a Participant, Spouse or alternate payee
may elect to waive such 30-day requirement if (i) he is clearly informed by the
Plan Administrator of his rights, if applicable, to a period of at least thirty
(30) days after receiving the written notice to consider whether or not to elect
a distribution or withdrawal and/or to elect a particular form of benefit and
(ii), after receiving the written notice, he affirmatively elects the
distribution or withdrawal. Nothing contained in this Subsection shall be
construed to accelerate the timing of a distribution or withdrawal otherwise
provided in the Plan.


                                       54
<PAGE>
      (c)   This Section 8.12 is intended to comply with the provisions of Code
Section 401(a)(31) and shall be interpreted in accordance with such Code Section
and Treasury regulations issued thereunder.

8.13  LOANS.

      The following loan provisions are effective as of July 1, 1998.

      (a)   A Participant who is either an Employee of an Employer or a
Controlled Group Member or a "party-in-interest" (as defined in ERISA Section
3(14)) may apply on a form or in a manner provided by the Plan Administrator for
a loan from his Account. Effective as of July 1, 1998, each loan shall be
charged against the Participant's Account in the following order: first, against
the Participant's Rollover Contributions Sub-Account (if any); second, to the
extent necessary, against the Participant's Qualified Nonelective Contributions
Sub-Account (if any); third, to the extent necessary, against the Participant's
Matching Employer Contributions Sub-Account (if any); fourth, to the extent
necessary, against the Participant's Profit Sharing Contributions Sub-Account
(if any); fifth, to the extent necessary, against the Participant's Before-Tax
Contributions Sub-Account, and finally, to the extent necessary, against the
Participant's Stock-Bonus Sub-Account.

      (b)   Each loan shall be in an amount which is not less than $1,000. A
Participant may (i) have only one loan outstanding at any time, and (ii) for
periods from July 1, 1998 through December 31, 2002, be granted only two loans
in any twelve (12) month period. The maximum loan to any Participant (when added
to the outstanding balance of all other loans to the Participant from all
qualified employer plans (as defined in Code Section 72(p)(4)) of the Controlled
Group) shall be an amount which does not exceed the lesser of:

            (i)   $50,000, reduced by the excess (if any) of (A) the highest
      outstanding balance of such other loans during the one-year period ending
      on the day before the date on which such loan is made, over (B) the
      outstanding balance of such other loans on the date on which such loan is
      made; or

            (ii)  50% of the value of such Participant's Account on the date on
      which such loan is made.

      (c)   Effective January 1, 2003, for each Participant for whom a loan is
authorized pursuant to this Section, the Plan Administrator shall direct the
Trustee (i) to liquidate, within each of the Participant's Subaccounts that will
provide funds for the loan, as provided in (a) above, the Participant's
interests in the Investment Funds on a pro rata basis to the extent necessary to
provide funds for the loan, (ii) to disburse such funds to the Participant upon
the Participant's completion of such loan application and other documentation as
the Plan Administrator shall prescribe, and (iii) to establish and maintain a
separate account receivable within the Participant's Account which initially
shall be in the amount of the loan and shall be reduced as payments of principal
and interest on the loan are made. All payments of principal and interest by a
Participant shall be credited against the foregoing account receivable, and then


                                       55
<PAGE>
invested in the Investment Funds pursuant to the provisions regarding the
investment of Contributions under Section 7.5 hereof.

      (d)   Effective January 1, 2003, loans made pursuant to this Section:

            (i)   Shall be made available to all Participants on a reasonably
      equivalent basis;

            (ii)  Shall not be made available to Highly Compensated Employees in
      a percentage amount greater than the percentage amount made available to
      other Participants;

            (iii) Shall be secured by the account receivable described in (c)
      above; and

            (iv)  Shall be subject to the following terms and conditions:

                  (A)   The Loan shall carry a reasonable rate of interest,
            determined by the Plan Administrator, which provides the Plan with a
            return commensurate with the prevailing interest rate charged by
            persons in the business of lending money for loans which would be
            made under similar circumstances;

                  (B)   The loan shall be repaid within a specified period of
            time, which period of time shall not be less than one (1) year, nor
            more than five (5) years, from the date on which the loan is made;

                  (C)   The loan shall be repaid in equal payments over the term
            of the loan, with payments not less frequently than monthly;

                  (D)   With respect to a Participant who is an Employee, the
            loan shall be repaid pursuant to authorization by the Participant of
            equal payroll deductions over the repayment period sufficient to
            amortize fully the loan within the repayment period and such payroll
            deductions shall not result in a reduction of the Participant's
            compensation below a reasonable level, as determined by the Plan
            Administrator;

                  (E)   The loan shall be prepayable in whole or in specified
            increments (as determined from time-to-time by the Plan
            Administrator) at any time without penalty; and

                  (F)   The loan shall become due and payable 90 days after the
            first to occur of the following default events (a "Default"):

                        (1)   the Participant's failure to make required
                  payments on the loan;


                                       56
<PAGE>
                        (2)   in the case of a Participant who is an Employee at
                  the time the loan is made and who ceases to be a "party in
                  interest" within the meaning of ERISA Section 3(14), upon the
                  Participant's voluntary Termination of Employment, involuntary
                  Termination of Employment, death or retirement;

                        (3)   in the case of a Participant who is not an
                  Employee at the time the loan is made, commencement of
                  distribution of his Account; or

                        (4)   the filing of a petition, the entry of an order or
                  the appointment of a receiver, liquidator, trustee or other
                  person in a similar capacity, with respect to the Participant,
                  pursuant to any state or federal law relating to bankruptcy,
                  moratorium, reorganization, insolvency or liquidation, or any
                  assignment by the Participant for the benefit of his
                  creditors.

      (e)   Effective January 1, 2003, notwithstanding any other provision of
the Plan, a loan made pursuant to this Section shall be a first lien against the
account receivable described in (c) above. Any amount of principal or interest
due and unpaid on the loan at the time of any Default on the loan shall be
satisfied by deduction from such account receivable, and shall be deemed to have
been distributed to the Participant immediately upon such Default.

      (f)   All principal and interest paid with respect to any loan shall be
allocated to the Sub-Accounts that funded such loan, pro rata based on the
portion of the loan that was funded by each such Sub-Account. Effective as of
July 1, 1998, all loan repayments shall be invested in the Investment Funds
pursuant to the Participant's direction under Sections 7.5, 7.6, 7.7 and 7.8
hereof, except that 20% of all loan repayments of amounts disbursed from the
FedEx Stock Fund shall be invested in the Company Stock Fund and the remaining
80% of all loan repayments of amounts disbursed from the FedEx Stock Fund shall
be invested in the Investment Funds pursuant to the Participant's direction
under Sections 7.5, 7.6, 7.7 and 7.8 hereof.

      (g)   Effective as of July 1, 1996, notwithstanding any other provision of
the Plan, loan repayments will be suspended under the Plan as permitted under
Code Section 414(u)(4) for Participants on a leave of absence for "qualified
military service" (as defined in Section 12.15 hereof).

                     ARTICLE IX.       ADMINISTRATION OF THE
                       PLAN AND FIDUCIARY RESPONSIBILITIES

9.1   RESPONSIBILITY FOR PLAN ADMINISTRATION.

      Except to the extent that particular responsibilities are otherwise
assigned or delegated to other Fiduciaries under the Plan, the Plan
Administrator shall be responsible for the administration of the Plan. Each
other Fiduciary shall have only such powers, duties, responsibilities and
authorities as are specifically conferred upon him pursuant to provisions of


                                       57
<PAGE>
the Plan. Any person may serve in more than one fiduciary capacity with respect
to the Plan or Trust Fund, if pursuant to the Plan, he is assigned or delegated
any multiple fiduciary capacities.

9.2      NAMED FIDUCIARIES.

      (a)   For the purposes of the Plan, the Named Fiduciaries shall be as
follows: (a) the Plan Administrator, (b) the Administrative Committee for
periods prior to January 1, 2003, (c) the Investment Committee for periods after
December 10, 2003, and (d) the Trustee. For purposes of Sections 7.10 and 7.11
hereof only, Participants and their Beneficiaries shall be Named Fiduciaries.

      (b)   The Company may, by written instrument, designate any other person
or persons as a Named Fiduciary or Named Fiduciaries to perform functions
specified in such instrument that relate to the administration of the Plan,
provided such designee accepts such designation. Such a designation may be
terminated at any time by notice from the Company to the designee or by notice
from the designee to the Company.

9.3   DELEGATION OF FIDUCIARY RESPONSIBILITIES BY PLAN ADMINISTRATOR.

      (a)   Each of the Plan Administrator and, for periods prior to January 1,
2003, the Administrative Committee, may to the extent permitted by law, delegate
to any person or persons any one or more of its powers, functions, duties and/or
responsibilities with respect to the Plan or the Trust Fund.

      (b)   Any delegation pursuant to Subsection (a) of this Section, (i) shall
be signed on behalf of the Plan Administrator or Administrative Committee, as
applicable, and be delivered to and accepted in writing by the delegatee, (ii)
shall contain such provisions and conditions relating to such delegation as the
Plan Administrator or Administrative Committee, as applicable, deems
appropriate, (iii) shall specify the powers, functions, duties and/or
responsibilities therein delegated, (iv) may be amended from time to time by
written agreement signed on behalf of the Plan Administrator or Administrative
Committee, as applicable, and by the delegatee and (v) may be revoked (in whole
or in part) at any time by written notice from one party to the other. A fully
executed copy of any instrument relating to any delegation (or revocation of any
delegation) under the Plan shall be filed with each of the Named Fiduciaries.

9.4   IMMUNITIES.

Except as otherwise provided in Section 9.5 hereof or by applicable law, (a) no
Fiduciary shall have the duty to discharge any duty, function or responsibility
that is specifically assigned exclusively to another Fiduciary or Fiduciaries by
the terms of the Plan or is delegated exclusively to another Fiduciary or
Fiduciaries pursuant to procedures for such delegation provided for in the Plan;
(b) no Fiduciary shall be liable for any action taken or not taken with respect
to the Plan or Trust Fund except for his own negligence or willful misconduct;
(c) no Fiduciary shall be personally liable upon any contract or other
instrument made or executed by him or on his behalf in the administration of the
Plan or Trust Fund; (d) no Fiduciary shall be liable for the neglect, omission
or wrongdoing of another Fiduciary; and (e) any Fiduciary may


                                       58
<PAGE>
rely and shall be fully protected in acting upon the advice of counsel, who may
be counsel for any Controlled Group Member, upon the records of a Controlled
Group Member, upon the opinion, certificate, valuation, report, recommendation
or determination of the certified public accountants appointed to audit a
Controlled Group Member's financial statements, or upon any certificate,
statement or other representation made by an Employee, a Participant, a
Beneficiary or the Trustee concerning any fact required to be determined under
any of the provisions of the Plan.

9.5   LIMITATION ON EXCULPATORY PROVISIONS.

      Notwithstanding any other provision of the Plan, no provision of the Plan
shall be construed to relieve (or have the effect of relieving) any Fiduciary
from any responsibility or liability for any obligation, responsibility or duty
imposed on such Fiduciary by Part 4 of Subtitle B of Title 1 of ERISA.

9.6   ADMINISTRATIVE COMMITTEE.

      (a)   The Plan Administrator may establish an Administrative Committee to
which it may delegate its responsibilities. (For periods prior to December 11,
2003, the Company was required to appoint the Administrative Committee.) The
Administrative Committee shall consist of two (2) or more Employees or officers
of the Company who have accepted appointment thereto. The members of the
Administrative Committee shall serve at the discretion of the Plan Administrator
and may resign by delivering written resignation to the Plan Administrator.
Vacancies on the Administrative Committee arising for any reason shall be filled
by the Plan Administrator, provided that any vacancy unfilled for thirty (30)
days may be filled by a majority vote of the remaining members of the
Administrative Committee.

      (b)   Members of the Administrative Committee (or any other person to whom
the Plan Administrator has delegated responsibility hereunder) shall not be
disqualified from acting because of any interest, benefit or advantage, inasmuch
as it is recognized that such members (or such other person) may be Employees of
the Employer and Participants in the Plan; provided, however, that no member of
the Administrative Committee (and no Plan Administrator delegate) shall have any
right to vote upon or decide any matter relating solely to his own rights under
the Plan.

      (c)   The Administrative Committee may (i) delegate to one or more of its
members the right to act on its behalf in any one or more matters connected with
the administration, management and interpretation of the Plan, and (ii) appoint
from its members such subcommittees (of one or more such members), with such
powers, as it shall determine.

      (d)   The Administrative Committee (or any other person to whom the Plan
Administrator has delegated responsibilities hereunder) may employ such counsel
(including legal counsel who may be counsel for any Controlled Group Member) and
agents and such clerical and other services as it may require in carrying out
the provisions of the Plan, and shall charge the fees, charges and costs
resulting from such employment as an expense to the Trust Fund unless the
Company makes such payments directly. Members of the Administrative


                                       59
<PAGE>
Committee or any subcommittee thereof (or any Plan Administrator delegate) shall
be fully protected in acting or refraining to act in accordance with the advice
of legal or other counsel.

      (e)   The members of the Administrative Committee and their delegates (and
any person to whom the Plan Administrator has delegated responsibilities
hereunder), shall be entitled to rely upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, trustee, insurance
company, counsel or other expert who is engaged by the Administrative Committee
(or any Plan Administrator delegate), and the members of the Administrative
Committee and their delegates (and any Plan Administrator delegate) shall be
fully protected in respect of any action taken or suffered by them in good faith
in reliance thereon, and all action so taken or suffered shall be conclusive
upon all persons affected thereby.

      (f)   The Administrative Committee may allocate fiduciary or other
responsibilities among its members, and to the extent permitted by law, to
designate persons and committees other than its members to carry out fiduciary
or other responsibilities under the Plan.

      (g)   The Administrative Committee, and any person designated by it
pursuant to Subparagraph (f) above to whom such power is granted, may employ one
or more persons to render advice with regard to any responsibility the
Administrative Committee or such person has under the Plan.

      (h)   Except to the extent otherwise provided by law, if any duty or
responsibility of the Administrative Committee has been allocated or delegated
to any other person in accordance with any provision of this Plan, then the
Administrative Committee will not be liable for any act or omission of such
person in carrying out such duty or responsibility.

      (i)   The members of the Administrative Committee (and any Plan
Administrator delegate) shall serve without compensation (other than
compensation received as Employees of the Company or any Controlled Group
Member), but all reasonable expenses of the Administrative Committee (and any
Plan Administrator delegate) shall be paid from the Trust Fund unless the
Company makes such payments directly.

9.7   INTERPRETATION OF THE PLAN AND FINDINGS OF FACT.

      (a)   The Plan Administrator shall have sole and absolute discretion to
interpret the provisions of the Plan (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan), to make factual
findings with respect to any issue arising under the Plan, to determine the
rights and status under the Plan of Participants and other persons, to decide
disputes arising under the Plan and to make any determinations and findings
(including factual findings) with respect to the benefits payable thereunder and
the persons entitled thereto as may be required for the purposes of the Plan. In
furtherance of, but without limiting the foregoing, the Plan Administrator is
hereby granted the following specific authorities, which it shall discharge in
its sole and absolute discretion in accordance with the terms of the Plan (as
interpreted, to the extent necessary, by the Plan Administrator:


                                       60
<PAGE>
            (i)   to resolve all questions (including factual questions) arising
      under the provisions of the Plan as to any individual's entitlement to
      become a Participant;

            (ii)  to determine the amount of benefits, if any, payable to any
      person under the Plan (including, to the extent necessary, making any
      factual findings with respect thereto), and

            (iii) to conduct the claims procedures specified in Article X
      hereof.

      (b)   All decisions of the Plan Administrator as to the facts of any case,
as to the interpretation of any provision of the Plan or its application to any
case, and as to any other interpretative matter or other determination or
question under the Plan shall be final and binding on all parties affected
thereby, subject to the provisions of Article X hereof.

9.8   INVESTMENT COMMITTEE.

      (a)   Notwithstanding any other provision of the Plan, for periods after
December 10, 2003, the Company (as Plan sponsor) may establish an Investment
Committee to manage and invest the Trust Fund. The Investment Committee shall
consist of two (2) or more Employees or officers of the Company who have
accepted appointment thereto. The members of the Investment Committee shall
serve at the discretion of the Company and may resign by delivering written
resignation to the Company. Vacancies on the Investment Committee arising for
any reason shall be filled by the Company.

      (b)   Except as otherwise provided in the Trust Agreement, or by the
Company, the Investment Committee shall have exclusive authority and discretion
to manage and direct the investment of the Trust Fund, subject to the
Participants' direction of the investment of their Accounts pursuant to Article
VII hereof. Without limiting the generality of the foregoing sentence, the
Investment Committee shall have the authority (i) to appoint an investment
manager or managers (within the meaning of ERISA Section 3(38)) with respect to
all or any part of the Trust Fund to the extent permitted by the terms of the
Trust Agreement, (ii) to allocate the money and property constituting the Trust
Fund among different Investment Funds, and (iii) to monitor the performances of
the Trustee, any investment managers and the Investment Funds and to report on
such performances to the Company. The foregoing list of powers is not intended
to be either complete or exclusive, and the Investment Committee shall, in
addition, have such powers as it may determine to be necessary for the
performance of its duties under the Plan.

      (c)   The Investment Committee may (i) delegate to one or more of its
members the right to act on its behalf in any one or more matters connected with
the management and investment of the Trust Fund, and (ii) appoint from its
members such subcommittees (of one or more such members), with such powers, as
it shall determine.

      (d)   The Investment Committee may employ such counsel (including legal
counsel who may be counsel for any Controlled Group Member) and agents and such
clerical and other services as it may require in carrying out the provisions of
the Plan, and shall charge the fees, charges and costs resulting from such
employment as an expense to the Trust Fund unless the


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Company makes such payments directly. Members of the Investment Committee or any
subcommittee thereof shall be fully protected in acting or refraining to act in
accordance with the advice of legal or other counsel.

      (e)   The members of the Investment Committee and persons delegated
responsibilities by the Investment Committee, shall be entitled to rely upon all
tables, valuations, certificates, opinions and reports furnished by any actuary,
accountant, trustee, insurance company, counsel or other expert who is engaged
by the Investment Committee, and the members of the Investment Committee and
their delegates shall be fully protected in respect of any action taken or
suffered by them in good faith in reliance thereon, and all action so taken or
suffered shall be conclusive upon all persons affected thereby.

      (f)   The Investment Committee may allocate fiduciary or other
responsibilities among its members, and to the extent permitted by law, to
designate persons and committees other than its members to carry out fiduciary
or other responsibilities under the Plan.

      (g)   The Investment Committee, and any person designated by it pursuant
to Subparagraph (f) above to whom such power is granted, may employ one or more
persons to render advice with regard to any responsibility the Investment
Committee or such person has under the Plan.

      (h)   Except to the extent otherwise provided by law, if any duty or
responsibility of the Investment Committee has been allocated or delegated to
any other person in accordance with any provision of this Plan, then the
Investment Committee will not be liable for any act or omission of such person
in carrying out such duty or responsibility.

      (i)   The members of the Investment Committee shall serve without
compensation (other than compensation received as Employees of the Company or
any Controlled Group Member), but all reasonable expenses of the Investment
Committee shall be paid from the Trust Fund unless the Company makes such
payments directly.

9.9   OPERATION OF THE ADMINISTRATIVE COMMITTEE OR THE INVESTMENT COMMITTEE.

      (a)   (i)   Each of the Administrative Committee and the Investment
      Committee shall act only by a majority vote of its members present at a
      meeting at which a quorum is present or by the unanimous written consent
      of all of its members without a meeting. A quorum for any meeting of the
      Administrative Committee or Investment Committee shall be a majority of
      its members in office at that time. No member shall act by proxy unless by
      proxy given in writing to another Administrative Committee or Investment
      Committee member.

            (ii)  Each of the Administrative Committee and Investment Committee
      may appoint a chairman from among its members and a secretary. It shall
      authorize one (1) or more of its members to execute any document on its
      behalf, in which event the Administrative Committee or Investment
      Committee, as applicable, shall notify the other Committee and the Trustee
      in writing of such action and the names of its members so designated. The
      other Committee and the Trustee thereafter shall accept and rely upon


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      any document executed by such members as representing action by the
      Administrative Committee or the Investment Committee, as applicable, until
      the Administrative Committee or Investment Committee, as applicable, shall
      file with the other Committee and the Trustee a written revocation of such
      designation.

            (iii) Consistent with the foregoing, each of the Administrative
      Committee and the Investment Committee may adopt such by-laws and
      regulations as it deems desirable for the conduct of its affairs and it
      may appoint such accountants, counsel, specialists and other persons as it
      deems necessary or desirable in connection with its duties and
      responsibilities under the Plan.

      (b)   Each of the Administrative Committee and the Investment Committee
shall keep a record of all of its proceedings and acts and all such books of
account, records and other data as may be necessary for administration of the
Plan as provided herein. The Administrative Committee or the Investment
Committee, as applicable, shall notify the other Committee, the Plan
Administrator, Company or Trustee, as applicable, of any action that it takes
and, when necessary or required, any other interested person.

9.10  PLAN ADMINISTRATOR'S ACTIONS.

      Any periods of time or procedures required to be established by the Plan
Administrator pursuant to this Plan shall be established in a uniform
nondiscriminatory manner.

9.11  CORRECTION OF ERRORS.

      Notwithstanding anything herein to the contrary, the Plan Administrator,
the Administrative Committee and/or the Investment Committee may take such
actions or permit such actions to be taken as are necessary and reasonably
calculated to correct an administrative error made by an Employer, the Plan
Administrator or any other Fiduciary.

                          ARTICLE X. CLAIMS PROCEDURES

10.1  CLAIMS.

      (a)   Any Participant or Beneficiary (a "Claimant") who believes that he
is entitled to receive a benefit under the Plan that he has not received may
file a claim, in the form and in the manner prescribed by the Plan
Administrator. The Claimant may have representation by a duly authorized
representative at any time.

      (b)   If such claim is wholly or partially denied, within a reasonable
period of time (but not more than ninety (90) days) after such claim is filed
(plus an additional period of up to ninety (90) days if the Plan Administrator
determines that special circumstances require an extension of time for
processing the claim and if notice of the extension indicating the special
circumstances requiring the extension of time and the date by which the Plan
Administrator expects to render its decision is given to the Claimant within the
first ninety (90) day period), the Plan Administrator


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shall cause written notice to be provided to the Claimant of the total or
partial denial of such claim. Such notice shall be written in a manner
calculated to be understood by the Claimant and shall advise the Claimant of:

            (i)   The specific reason(s) for the denial of the claim;

            (ii)  Specific reference(s) to pertinent Plan provisions on which
      the denial of the claim was based;

            (iii) A description of any additional material or information
      necessary for the Claimant to perfect the claim and an explanation of why
      such material or information is necessary; and

            (iv)  An explanation of the review procedures specified in Section
      10.2 hereof and the time limits applicable to such procedures, including a
      statement of the Claimant's right to bring a civil action under ERISA
      Section 502 in the event of an adverse determination on review.

10.2  REVIEW OF CLAIMS.

      (a)   Within sixty (60) days after the Claimant receives written denial of
his claim, the Claimant may appeal such denial by filing with the Plan
Administrator a written request for a review of such claim (on the form provided
by the Plan Administrator). In connection with such review, the Claimant shall
be entitled to (i) submit written comments, documents, records and other
information relating to his claim, (ii) receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the Claimant's claim, and (iii) a review by the Plan
Administrator that takes into account all comments, documents, records and other
information submitted by the Claimant relating to his claim, without regard to
whether such information was submitted or considered in the initial benefit
determination. If the Claimant does not file such a request with the Plan
Administrator within such sixty (60) day period, the Claimant shall be
conclusively presumed to have accepted as final and binding the initial decision
of the Plan Administrator on his claim.

      (b)   If such an appeal is so filed within such sixty (60) days, the Plan
Administrator shall (i) conduct a full and fair review of such claim and (ii)
provide to the Claimant a written decision on the matter based on the facts and
pertinent provisions of the Plan within a reasonable period of time (but not
more than sixty (60) days) after the receipt of the request for review unless
the Plan Administrator determines that special circumstances require an
extension of time, in which case such decision shall be rendered not later than
one hundred twenty (120) days after receipt of such request. If an extension of
time for review is required, written notice of the extension indicating the
special circumstances requiring the extension of time and the date by which the
Plan Administrator expects to render its decision shall be furnished to the
Claimant within the initial sixty (60) day period. In the event an extension is
granted due to the Claimant's failure to submit information necessary to decide
a claim, the period for making the benefit determination shall be tolled from
the date on which the notice of extension is sent to the Claimant until the date
on which the Claimant responds to the request for additional information.


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<PAGE>
      (c)   Such decision, if it is adverse to the Claimant, shall be written in
a manner calculated to be understood by the Claimant, and such written decision
shall (i) state the specific reason(s) for the decision, (ii) make specific
reference(s) to pertinent provisions of the Plan on which the decision is based,
(iii) contain a statement that the Claimant is entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant to the Claimant's claim for benefits; and (iv)
contain a statement of the Claimant's right to bring an action under ERISA
Section 502(a).

      (d)   During such full review, the Claimant or his duly authorized
representative shall be given an opportunity to review documents that are
pertinent to the Claimant's claim and to submit issues and comments in writing.

      (e)   To the extent that a Named Fiduciary is appointed to conduct the
review procedure described above, such Named Fiduciary shall have the same
powers to interpret the Plan and make factual findings with respect thereto as
are granted to the Plan Administrator under Section 9.7 hereof.

                      ARTICLE XI. AMENDMENT AND TERMINATION

11.1  RIGHT TO AMEND OR TERMINATE.

      The Company has reserved, and does hereby reserve, the right at any time,
without the consent of any other Employer or of the Participants, Beneficiaries
or any other person, (a) to terminate the Plan, in whole or in part or as to any
or all of the Employers or as to any designated group of Employees, Participants
and their Beneficiaries, or (b) to amend the Plan, in whole or in part. No such
termination or amendment shall decrease the amount of Matching Employer
Contributions to be made by an Employer on account of any period preceding such
termination. The Plan may be amended only by the Company. No amendment shall
increase the duties or liabilities of the Trustee without the Trustee's written
consent.

11.2  PROCEDURE FOR TERMINATION OR AMENDMENT.

      Any termination or amendment of the Plan pursuant to Section 11.1 hereof
shall be expressed in an instrument executed by the Company and shall become
effective as of the date designated in such instrument or, if no date is so
designated, on the date of its execution.

11.3  DISTRIBUTION UPON TERMINATION.

      If the Plan shall be terminated by the Company as to all Employers,
Before-Tax Contributions, After-Tax Contributions and Matching Employer
Contributions to the Plan shall cease and, as soon as practicable after such
termination, the Trustee shall make distribution (if such distribution is
permitted by applicable law) to each Employee as if the Plan had not been
terminated.


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<PAGE>
11.4  AMENDMENT CHANGING VESTING SCHEDULE.

      (a)   If any Plan amendment changes any vesting schedule under the Plan,
each Participant having not less than three (3) years of service shall be
permitted to elect, during the election period described in Subsection (b) of
this Section, to have his nonforfeitable percentage computed under the Plan
without regard to such amendment.

      (b)   Such election period shall begin on the date the Plan amendment is
adopted and shall end no earlier than the latest of the following dates: (i) the
date that is sixty (60) days after the day the Plan amendment is adopted, (ii)
the date that is sixty (60) days after the day the Plan amendment becomes
effective, or (iii) the date that is sixty (60) days after the day the
Participant is issued written notice of the Plan amendment by the Plan
Administrator or the Company.

      (c)   For purposes of Subsection (a) of this Section, a Participant shall
be considered to have completed three (3) years of service if such Participant
has completed three (3) years of service, whether or not consecutive, without
regard to the exceptions of Code Section 411(a)(4), prior to the expiration of
the election period described in Subsection (b) of this Section.

      (d)   Notwithstanding the foregoing, the election provided in Subsection
(a) of this Section will not be provided to any Participant whose nonforfeitable
percentage under the Plan, as amended, cannot be less than such percentage
determined without regard to such amendment.

11.5  NONFORFEITABLE AMOUNTS.

      Notwithstanding any other provision of the Plan, upon the termination or
partial termination of the Plan or upon complete discontinuance of contributions
under the Plan, the rights of all Employees to benefits accrued to the date of
such termination or partial termination or discontinuance, to the extent then
funded, or the amounts credited to the Employees' Accounts, shall be
nonforfeitable.

11.6  PROHIBITION ON DECREASING ACCRUED BENEFITS.

      No amendment to the Plan (other than an amendment described in Code
Section 412(c)(8)) shall have the effect of decreasing the accrued benefit of
any Participant. For purposes of the preceding sentence, a Plan amendment that
has the effect of (a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations) or (b) eliminating
an optional form of benefit (except as permitted by any such regulations) with
respect to benefits attributable to service before the amendment, shall be
treated as decreasing accrued benefits; provided, however, that in the case of a
retirement-type subsidy this sentence shall apply only with respect to a
Participant who satisfies (either before or after the amendment) the
preamendment conditions for the subsidy.


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<PAGE>
                           ARTICLE XII. MISCELLANEOUS

12.1  EMPLOYMENT NOT AFFECTED.

      Nothing contained in this Plan shall constitute or be construed as a
contract of employment between any Employer and any Employee or Participant and
all Employees shall remain subject to discipline, discharge and layoff to the
same extent as if the Plan had never gone into effect. An Employer, by adopting
the Plan, making contributions to the Trust Fund or taking any other action with
respect to the Plan does not obligate itself to continue the employment of any
Participant or Employee for any period or, except as expressly provided in the
Plan, to make any payments into the Trust Fund.

12.2  INALIENABILITY.

      No right or interest of any kind of a Participant or Beneficiary in the
Trust Fund may be assigned, alienated, transferred, pledged or anticipated or
subject to encumbrance, garnishment, attachment, execution or levy of any kind,
voluntary or involuntary, or any other legal or equitable process and any
attempt so to assign, alienate, transfer, pledge, anticipate, encumber, garnish,
attach or levy shall be void. Notwithstanding the foregoing, this Section shall
not preclude the Trustee from complying with a qualified domestic relations
order (as defined under Code Section 414(p)). The Plan Administrator shall
develop procedures to determine whether a domestic relations order is qualified
under Code Section 414(p). Effective for judgments, orders decrees or
settlements issued on or after August 5, 1997, notwithstanding any provision of
the Plan to the contrary, the Plan shall honor a judgment, order, decree or
settlement providing for the offset of all or a part of a Participant's benefit
under the Plan, to the extent permitted under Code Section 401(a)(13)(C);
provided that the requirements of Code Section 401(a)(13)(C)(iii) relating to
the protection of the Participant's spouse (if any) are satisfied.

12.3  INCAPACITY TO RECEIVE PAYMENT.

      In the event that the Plan Administrator finds that any Participant or
Beneficiary entitled to receive benefits hereunder is (at the time such benefits
are payable) unable to care for his affairs because of a physical, mental, or
legal incompetence, the Plan Administrator may, in its sole discretion, cause
any payment due him, for which prior claim has not been made by a duly qualified
guardian or other legal representative, to be paid to such one or more persons
as may be chosen by the Plan Administrator from among the following: the
institution maintaining or responsible for the maintenance of such Participant
or Beneficiary, his spouse, his children, or other relatives by blood or
marriage. Any payment made pursuant to this Section shall be a complete
discharge of all liability under the Plan with respect of such payment.

12.4  UNCLAIMED BENEFITS.

      Subject to the provisions of Article X, when an Account is distributable
to any distributee and is unclaimed by either a Participant, a former
Participant or a Beneficiary, the Plan Administrator, upon request of the
Trustee or at its own instance, shall mail by registered or certified mail to
such distributee (at his last known address) a written demand for his current


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address, or for satisfactory evidence of his continued life, or both. If such
distributee shall fail to furnish such information to the Plan Administrator
within five (5) years from the date of such demand, then such Account shall be
forfeited and applied to reduce Matching Employer Contributions required under
the Plan; provided, however, that such Account shall be reinstated (without
provision for interest or earnings thereon) upon a proper claim therefore made
by the Participant or if applicable, the Beneficiary.

12.5  DISSOLUTION, MERGER OR CONSOLIDATION OF THE COMPANY.

      In the event of a dissolution, merger or consolidation of the Company,
provision may be made by the successor person for the continuance of this Plan.
In such event, such successor person shall be substituted as the Company under
the Plan upon the execution of an instrument authorizing such substitution,
executed on behalf of the Company and such successor. A copy of such instrument,
accompanied by a duly certified copy of a resolution of the Board authorizing
such substitution, shall be delivered to the Trustee and shall constitute
authority to the Trustee to recognize such substituted person in place of the
Company hereunder.

12.6  ACTION BY THE COMPANY.

      Wherever the Company is authorized to act under the Plan (including but
not limited to any delegation of its fiduciary powers and responsibilities under
the Plan), such action shall be taken, unless otherwise provided in the Plan, by
written instrument executed by an officer of the Company. The Trustee may rely
on any instrument so executed as being validly authorized and as properly
evidencing the action of the Company.

12.7  LIMITATION TO RIGHTS CREATED UNDER THE PLAN.

      Except as otherwise provided by controlling law, neither the Company, any
Employer, the Trustee, the Plan Administrator nor a Participant shall have any
legal or equitable right or claim against the other unless the same is
specifically provided for herein or conferred by affirmative action in
accordance herewith.

12.8  RECOURSE AGAINST OFFICERS, DIRECTORS OR STOCKHOLDERS.

      Except as otherwise provided by controlling law, no recourse under any
provision of this Plan shall be had against an agent, Employee, officer,
director or stockholder of a Controlled Group Member, past, present or future;
and all such agents, Employees, officers, directors and stockholders are hereby
released from all liability hereunder, as a condition of and a part of the
consideration for the execution hereof, the contributions hereunder by the
Company or an Employer, and the participation in the Plan by the Participants.

12.9  INTERPRETATION.

      (a)   The Plan shall be governed, construed and administered according to
the laws of the State of Ohio, except to the extent preempted by applicable
federal law.


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<PAGE>
      (b)   Headings have been inserted in this Plan for purposes of convenience
only and shall not be taken as limiting or extending the meaning of any
provision.

12.10 SEVERABILITY.

      If any provision of this Plan or the application thereof to any
circumstance or person is invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions of the Plan or the
application of such provision to other circumstances or persons, and the Plan
and the application of such provisions to other circumstances or persons shall
not be affected thereby.

12.11 COUNTERPARTS.

      This Plan may be executed in any number of counterparts, each of which
shall be deemed an original, and the counterparts shall constitute one and the
same instrument, which shall be sufficiently evidenced by any one thereof.

12.12 PLAN MERGER OR TRANSFER OF ASSETS.

      There shall not be any merger or consolidation of the Plan with, or the
transfer of assets or liabilities of the Plan to any other plan (other than as
permitted in Section 8.5 or 8.12 hereof), unless each Participant of the Plan
would (if Plan then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had then terminated). The Company reserves the right to
merge or consolidate this Plan with, and to transfer the assets of the Plan to,
any other Plan, without the consent of any other Employer. Notwithstanding the
foregoing, this Plan shall not be a direct or indirect transferee of a pension
plan or any retirement plan that at any time provided for benefits in the form
of a life annuity.

12.13 INDEMNIFICATION.

      In addition to any rights of indemnification under the Certificate of
Incorporation or Code of Regulations of the Company, under any provisions of
law, or under any other agreement that may be given to the Plan Administrator,
the Board or any other person to whom any power, authority or responsibility of
the Company is delegated pursuant to this Plan (other than the Trustee), the
Company shall satisfy any liability actually and reasonably incurred by such
person, including expenses, reasonable attorneys' fees, judgments, fines and
amounts paid in settlement. This right to indemnification shall apply in
connection with any threatened, pending or completed action, suit or proceeding
that is related to the exercise or failure to exercise by such person any of the
powers, authorities, responsibilities or discretion provided under the Plan or
reasonably believed by such person to be provided hereunder and any action taken
by such person in connection therewith, but only if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the Participants or, with respect to any criminal actions or
proceedings, if he had no reasonable cause to believe his conduct was unlawful.
The termination of any suit, action or proceeding by judgment, order,
settlement,



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conviction or a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that such person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of the
Participants or, with respect to any criminal action or proceedings, that he had
no reasonable cause to believe that his conduct was unlawful.

12.14 SERVICE OF PROCESS/NECESSARY PARTIES.

      (a)   The Plan Administrator shall serve as the agent upon whom legal
process may be served under ERISA.

      (b)   In any action or other judicial proceeding affecting the Trust, the
Trustee and the Company shall be included as necessary parties.

12.15 MILITARY SERVICE.

      Effective as of July 1, 1996, notwithstanding any other provision of the
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u). "Qualified military service" means any service in the uniformed services
(as defined in chapter 43 of title 38 of the United States Code) by any
individual if such individual is entitled to reemployment rights under such
chapter with respect to such service.

12.16 MODEL EGTRRA AMENDMENTS.

      The amendments to the definition of the terms "Compensation," "Eligible
Retirement Plan," and "Eligible Rollover Distribution" in Article II hereof and
Sections 4.2, 4.9(c), 4.12, 5.9, 8.2, 8.9, 8.10, and 14.6 hereof and former
Section 8.11 that are effective as of January 1, 2002 (the "EGTRRA Amendments")
are intended (i) to reflect the model amendments set forth in IRS Notice 2001-57
(or good faith modifications thereof) that are designed to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"), (ii) as good faith compliance with the requirements of EGTRRA and
are to be construed in accordance with EGTRRA and the guidance issued
thereunder, and (iii) shall supersede the other provisions of the Plan to the
extent that such other provisions are inconsistent with the EGTRRA Amendments.

           ARTICLE XIII. ADOPTION OF PLAN BY CONTROLLED GROUP MEMBERS

13.1  ADOPTION PROCEDURE.

      Any Controlled Group Member may become an Employer under the Plan provided
that (a) the Company approves the adoption of the Plan by the Controlled Group
Member and designates the Controlled Group Member as an Employer; (b) the
Controlled Group Member executes an Instrument of Adoption adopting the Plan,
together with all amendments then in effect, upon appropriate resolutions of the
board of directors of the Controlled Group Member; and (c) the Instrument of
Adoption provides that the Controlled Group Member agrees to be


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bound by any other terms and conditions that may be required by the Company,
provided that such terms and conditions are not inconsistent with the purposes
of the Plan.

13.2  EFFECT OF ADOPTION BY A CONTROLLED GROUP MEMBER

      A Controlled Group Member that adopts the Plan pursuant to an Instrument
of Adoption will be deemed to be Employer for all purposes hereunder, unless
otherwise specified in the Instrument of Adoption designating the Controlled
Group Member as an Employer. In addition, the Company may provide, in its
discretion and by appropriate resolutions, that the Employees of such Controlled
Group Member will receive credit for their employment with the Controlled Group
Member prior to the date it became a Controlled Group Member for purposes of
determining either or both the eligibility of such Employees to participate in
the Plan and the vested and nonforfeitable interest of such Employees in their
Account balances, provided that such credit will be applied in a uniform and
nondiscriminatory manner with respect to all such Employees.

13.3  WITHDRAWAL OF AN EMPLOYER.

      Any Employer (other than the Company) that adopts the Plan may elect
separately to withdraw from the Plan. Any such withdrawal shall be expressed in
an instrument executed by the withdrawing Employer and filed with the Company.
No such withdrawal shall decrease the amount of Matching Employer Contributions
to be made by the Employer on account of periods preceding the effective date of
such withdrawal. In the event of such a withdrawal of an Employer, or in the
event the Plan is terminated as to an Employer (but not all the Employers)
pursuant to Section 11.1, such Employer (herein called "former Employer") shall
cease to be an Employer, and Matching Employer Contributions of such former
Employer and After-Tax and Before-Tax Contributions of Employees of such former
Employer shall cease. The interests in the Trust Fund of Participants who are or
were Employees of such former Employer shall be distributed as specified in
Article VIII.

                     ARTICLE XIV. TOP-HEAVY PLAN PROVISIONS

14.1  DEFINITIONS.

      For purposes of this Article, the following terms when used with initial
capital letters, shall have the following respective meanings:

      "AGGREGATION GROUP:" Permissive Aggregation Group or Required Aggregation
Group, as the context shall require.

      "COMPENSATION:" Compensation as defined in Section 5.9(c) hereof (subject
to the limitations described in Subsection (b) of the definition of the term
"Compensation" in Article II hereof).

      "DEFINED BENEFIT PLAN:" A qualified plan as defined in Code Section
414(j).


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<PAGE>
      "DEFINED CONTRIBUTION PLAN:" A qualified plan as defined in Code Section
414(i).

      "DETERMINATION DATE:" For any Plan Year, last day of the immediately
preceding Plan Year.

      "EXTRA TOP-HEAVY GROUP:" Effective prior to January 1, 2000, an
Aggregation Group if, as of a Determination Date, the aggregate present value of
accrued benefits for Key Employees in all plans in the Aggregation Group
(whether Defined Benefit Plans or Defined Contribution Plans) is more than
ninety percent (90%) of the aggregate present value of all accrued benefits for
all employees in such plans.

      "EXTRA TOP-HEAVY PLAN:" See Section 14.3 hereof.

      "FORMER KEY EMPLOYEE:" A Non-Key Employee with respect to a Plan Year who
was a Key Employee in a prior Plan Year. Such term shall also include his
Beneficiary in the event of his death.

      "KEY EMPLOYEE:" Any Employee or former Employee who is or was a
Participant and who, at any time during the current Plan Year or any of the
preceding four (4) Plan Years, is (i) an officer of an Employer (limited to no
more than fifty (50) Employees or, if lesser, the greater of three (3) Employees
or ten percent (10%) of the Employees) with annual Compensation greater than
fifty percent (50%) of the dollar amount in effect under Code Section
415(b)(1)(A) for such Plan Year, (ii) one of the ten (10) Employees owning (or
considered owning within the meaning of Code Section 318) the largest interests
in an Employer and having annual Compensation exceeding the applicable dollar
amount referred to in Section 5.6(a), (iii) a five percent (5%) owner (as such
term is defined in Code Section 416(i)(1)(B)(i)), or (iv) a one percent (1%)
owner (as such term is defined in Code Section 416(i)(1)(B)(ii)) with annual
Compensation of more than One Hundred Fifty Thousand Dollars ($150,000). For
purposes of Paragraph (ii) of this Subsection, if two Employees have the same
interest in an Employer, the Employee having greater annual Compensation shall
be treated as having a larger interest. The term "Key Employee" shall also
include such Employee's Beneficiary in the event of his death. For purposes of
this definition of the term "Key Employee," the term "Compensation" has the
meaning given such term by Code Section 414(q)(4).

      "NON-KEY EMPLOYEE:" Any Employee or former Employee who is or was a
Participant and who is not a Key Employee. Such term shall also include his
Beneficiary in the event of his death.

      "PERMISSIVE AGGREGATION GROUP:" A group of qualified plans of an Employer
consisting of the plans in the Required Aggregation Group, plus one or more
plans designated from time to time by the Plan Administrator that are not part
of the Required Aggregation Group but that satisfy the requirements of Code
Sections 401(a)(4) and 410 when considered with the Required Aggregation Group.


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      "REQUIRED AGGREGATION GROUP:" The group of qualified plans of an Employer
consisting of each plan in which a Key Employee participates (in the plan year
containing the determination date or any of the four preceding plan years) plus
each other plan which, during this period, enables any plan in which a Key
Employee participates to meet the requirements of Code Section 401(a)(4) or 410.

      "TOP-HEAVY ACCOUNT BALANCE:" A Participant's (including a Participant who
has received a total distribution from this Plan) or a Beneficiary's aggregate
balance standing to his account as of the Valuation Date of the Trust Fund
coinciding with or immediately preceding the Determination Date (as adjusted by
the amount of any Matching Employer Contributions made or due to be made after
such Valuation Date but before the expiration of the extended payment period in
Code Section 412(c)(10)), provided, however, that such balance shall include the
aggregate distributions made to such Participant or Beneficiary during the five
(5) consecutive Plan Years ending with the Plan Year that includes the
Determination Date (including distributions under a terminated plan that if it
had not been terminated would have been included in a Required Aggregation
Group), and provided further that if an Employee or former Employee has not
performed services for any Employer maintaining the Plan at any time during the
five (5) year period ending on the Determination Date, his account (and/or the
account of his Beneficiary) shall not be taken into account.

      "TOP-HEAVY GROUP:" An Aggregation Group if, as of a Determination Date,
the aggregate present value of accrued benefits for Key Employees in all plans
in the Aggregation Group (whether Defined Benefit Plans or Defined Contribution
Plans) is more than sixty percent (60%) of the aggregate present value of
accrued benefits for all employees in such plans.

      "TOP-HEAVY PLAN:" See Section 14.2.

14.2  DETERMINATION OF TOP-HEAVY STATUS.

      (a)   Except as provided by Subsections (b) and (c) of this Section, the
Plan shall be a Top-Heavy Plan if, as of a Determination Date:

            (i)   the aggregate of Top-Heavy Account Balances for Key Employees
      is more than sixty percent (60%) of the aggregate of all Top-Heavy Account
      Balances, excluding for this purpose the aggregate Top-Heavy Account
      Balances of Former Key Employees; or

            (ii)  if the Plan is included in a Required Aggregation Group that
      is a Top-Heavy Group.

      (b)   If the Plan is included in a Required Aggregation Group that is not
a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan notwithstanding the
fact that the Plan would otherwise be a Top-Heavy Plan under Paragraph (i) of
Subsection (a) of this Section.


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<PAGE>
      (c)   If the Plan is included in a Permissive Aggregation Group that is
not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan notwithstanding
the fact that the Plan would otherwise be a Top-Heavy Plan under Subsection (a)
of this Section.

14.3  DETERMINATION OF EXTRA TOP-HEAVY STATUS.

      Effective prior to January 1, 2000,

      (a)   Except as provided by Subsections (b) and (c) of this Section, the
Plan shall be an Extra Top-Heavy Plan if, as of the Determination Date:

            (i)   the aggregate of Top-Heavy Account Balances for Key Employees
      is more than ninety percent (90%) of the aggregate of all Top-Heavy
      Account Balances, excluding for this purpose the aggregate Top-Heavy
      Account Balances of Former Key Employees; or

            (ii)  if the Plan is included in a Required Aggregation Group that
      is an Extra Top-Heavy Group.

      (b)   If the Plan is included in a Required Aggregation Group that is not
an Extra Top-Heavy Group, the Plan shall not be an Extra Top-Heavy Plan
notwithstanding the fact that the Plan would otherwise be an Extra Top-Heavy
Plan under Paragraph (i) of Subsection (a) of this Section.

      (c)   If the Plan is included in a Permissive Aggregation Group that is
not an Extra Top-Heavy Group, the Plan shall not be an Extra Top-Heavy Plan
notwithstanding the fact that the Plan would otherwise be an Extra Top-Heavy
Plan under Subsection (a) of this Section.

14.4  REQUIREMENTS.

      (a)   A Participant shall continue to have a nonforfeitable right to all
amounts allocated to his Account.

      Notwithstanding any other provisions of the Plan to the contrary, if the
Plan is Top-Heavy for any Plan Year, the Plan shall then satisfy the following
requirements for any such Plan Year:

      (b)   (i)   Each Non-Key Employee who is eligible to share in any Matching
      Employer Contributions for such Plan Year (or who would have been eligible
      to share in any such Matching Employer Contributions if a Before-Tax
      Contribution or After-Tax Contribution had been made for him during such
      Plan Year) shall be entitled to receive an allocation of such Matching
      Employer Contributions, that is at least equal to three percent (3%) of
      his Compensation for such Plan Year.


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<PAGE>
            (ii)  The three percent (3%) minimum contribution requirement under
      Paragraph (i) of this Subsection for a Non-Key Employee shall be increased
      to four percent (4%) if the Employer maintains a Defined Benefit Plan that
      does not cover such Non-Key Employee.

            (iii) The percentage minimum contribution requirement set forth in
      Paragraphs (i) and (ii) of this Subsection with respect to a Plan Year
      shall not exceed the percentage at which Matching Employer Contributions
      are made (or required to be made) under the Plan for such Plan Year for
      the Key Employee for whom such percentage is the highest for such Year.

            (iv)  The percentage minimum contribution requirement set forth in
      Paragraphs (ii) and (iii) of this Subsection may also be reduced or
      eliminated in accordance with Section 14.5(b).

            (v)   For the purpose of Paragraph (iii) of this Subsection,
      contributions taken into account shall include like contributions under
      all other Defined Contribution Plans in the Required Aggregation Group,
      excluding any such plan in the Required Aggregation Group if that plan
      enables a Defined Benefit Plan in such Required Aggregation Group to meet
      the requirements of Code Sections 401(a)(4) or 410.

            (vi)  For the purpose of Paragraph (iii) of this Subsection, the
      term "Matching Employer Contributions" shall include Before-Tax
      Contributions made for an Employee.

      (c)   Effective January 1, 2001, if the Employer maintains a Defined
Benefit Plan that could or does provide benefits to Participants in this Plan
then the percentage minimum contribution requirement in Paragraph (i) of Section
(b) of this Section shall be seven and one-half percent (7 1/2%) for a Non-Key
Employee who is covered by this Plan and the Defined Benefit Plan.

14.5  COORDINATION WITH OTHER PLANS.

      (a)   In applying this Article, an Employer and all Controlled Group
Members shall be treated as a single employer, and the qualified plans
maintained by such single employer shall be taken into account.

      (b)   In the event that another Defined Contribution Plan or Defined
Benefit Plan maintained by the Controlled Group provides contributions or
benefits on behalf of Participants in this Plan, such other plan(s) shall be
taken into account in determining whether this Plan satisfies Section 14.4; and
the minimum contribution required for a Non-Key Employee in this Plan under
Section 14.4(c) will be reduced or eliminated, in accordance with the
requirements of Code Section 416 and the regulations thereunder, if a minimum
contribution or benefit is made or accrued in whole or in part in respect of
such other plan(s).

      (c)   Principles similar to those specifically applicable to this Plan
under this Article, and in general as provided for in Code Section 416 and the
regulations thereunder, shall be


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<PAGE>
applied to the other plan(s) required to be taken into account under this
Article in determining whether this Plan and such other plan(s) meet the
requirements of such Code Section 416 and the regulations thereunder.

14.6  CERTAIN CHANGES EFFECTIVE JANUARY 1, 2002.

      (a)   This Section 14.6 shall apply for purposes of determining whether
the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning
on and after January 1, 2002, and whether the Plan satisfies the minimum
benefits requirements of Code Section 416(c) for such Plan Years. This Section
modifies the foregoing provisions Article XIV.

      (b)   The term "Key Employee" means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that
includes the Determination Date was an officer of an Employer having annual
compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for
Plan Years beginning after December 31, 2002), a 5% owner of an Employer, or a
1% owner of an Employer having annual compensation of more than $150,000. For
this purpose, "annual compensation" means compensation within the meaning of
Code Section 415(c)(3). The determination of who is a Key Employee shall be made
in accordance with Code Section 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.

      (c)   This Section 14.6(c) shall apply for purposes of determining the
present values of accrued benefits and the amounts of account balances of
Employees as of the Determination Date.

            (i)   The present values of accrued benefits and the amounts of
      account balances of an Employee as of the Determination Date shall be
      increased by the distributions made with respect to the Employee under the
      Plan and any plan aggregated with the Plan under Code Section 416(g)(2)
      during the one-year period ending on the Determination Date. The preceding
      sentence shall also apply to distributions under a terminated plan which,
      had it not been terminated, would have been aggregated with the Plan under
      Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
      reason other than separation from service, death, or disability, this
      provision shall be applied by substituting "five-year period" for
      "one-year period."

            (ii)  The accrued benefits and accounts of any individual who has
      not performed services for an Employer during the one-year period ending
      on the Determination Date shall not be taken into account.

      (d)   Matching Employer Contributions shall be taken into account for
purposes of satisfying the minimum contribution requirements of Code Section
416(c)(2) and the Plan. The preceding sentence shall apply with respect to
matching contributions under the Plan or, if the Plan provides that the minimum
contribution requirement shall be met in another plan, such other plan. Matching
Employer Contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of the
actual contribution percentage test and other requirements of Code Section
401(m).


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<PAGE>
                                                                       EXHIBIT A

                       EMPLOYERS PURSUANT TO SECTION 2.23
                             AS OF DECEMBER 11, 2003

Roadway LLC

Roadway Reverse Logistics, Inc. (previously known as REXSIS)

Roadway Express, Inc.


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<PAGE>
                                                                       EXHIBIT B

               ADDITIONAL INVESTMENT FUNDS PURSUANT TO SECTION 7.1

                             AS OF DECEMBER 11, 2003

INVESTMENT FUNDS PURSUANT TO SECTION 7.1(a)-(c)

1.    American Balanced Fund - Class A

2.    American EuroPacific Growth Fund - Class A

3.    Fidelity Convertible Securities Fund

4.    Fidelity Freedom 2000 Fund(R)

5.    Fidelity Freedom 2010 Fund(R)

6.    Fidelity Freedom 2020 Fund(R)

7.    Fidelity Freedom 2030 Fund(R)

8.    Fidelity Freedom 2040 Fund(R)

9.    Fidelity Freedom Income Fund(R)

10.   Fidelity Growth Company Fund

11.   Fidelity Investment Grade Bond Fund

12.   Fidelity Mid-Cap Stock Fund

13.   Fidelity Money Market Trust: Retirement Money Market Portfolio

14.   Fidelity U.S. Equity Index Commingled Pool

15.   Fidelity Worldwide Fund

16.   Neuberger Berman Genesis Fund(R) - (Advisor Class)

17.   PIMCO High Yield Fund - Administrative Class

18.   Spartan(R) Total Market Index Fund

19.   Templeton Foreign Fund - Class A

20.   Templeton World Fund - Class A

21.   VanKampen Growth & Income Fund - Class A

22.   Vanguard Mid-Cap Index Fund - Admiral Class

23.   Vanguard Small-Cap Index Fund - Admiral Class

24.   Yellow Roadway Corporation Stock Fund



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<PAGE>
INVESTMENT FUNDS PURSUANT TO SECTION 7.1(g)

1. Fidelity BrokerageLink(R)



                                       79