EX-4.2






Exhibit 4.2




Amendment


to


FedEx Corporation


Incentive Stock Plan


and


1997, 1999 and 2002 Stock Incentive Plans




 






Incentive Stock Plan




     Effective with respect to stock options granted on or after June 1, 2006, Section
9(c)(4)(i) of the FedEx Corporation Incentive Stock Plan, as amended, is hereby amended so
that, as amended, it reads in its entirety as follows:




     “(i) Retirement. Unless otherwise determined by the Committee, if a
Participant’s employment or directorship terminates by reason of his or her retirement, the
Participant’s Stock Option will cease vesting but, solely to the extent exercisable at the
time of the Participant’s retirement, may thereafter be exercised until the expiration of
the stated period of the Stock Option; provided, however, that if the
Participant dies after such termination of employment or directorship, any unexercised Stock
Option, to the extent to which it was exercisable at the time of the Participant’s death,
may thereafter be exercised by the legal representative of the estate or by the legatee of
the Stock Option under the last will for a period of twelve months from the date of the
Participant’s death or until the expiration of the stated period of the Stock Option,
whichever period is the shorter.”



1997 and 2002 Stock Incentive Plans




     Effective with respect to stock options granted on or after June 1, 2006, the first
paragraph of paragraph 6(d) of the FedEx Corporation 1997 Stock Incentive Plan, as amended,
and the FedEx Corporation 2002 Stock Incentive Plan, as amended, is hereby amended so that, as
amended, it reads in its entirety as follows:




     “(d) Rights After Termination of Employment. Unless otherwise determined by the
Committee, if an optionee’s employment by the Corporation or a subsidiary or a director’s
directorship terminates by reason of such person’s retirement, the optionee’s option will
cease vesting but, solely to the extent exercisable at the time of retirement, may
thereafter be exercised until the expiration of the stated period of the option; provided,
however, that if the optionee dies after such termination of employment or directorship, any
unexercised option, to the extent to which it was exercisable at the time of the optionee’s
death, may thereafter be exercised by the legal representative of the estate or by the
legatee of the option under the last will for a period of twelve months from the date of the
optionee’s death or until the expiration of the stated period of the option, whichever
period is the shorter.”



 









 





1999 Stock Incentive Plan




     Effective with respect to stock options granted on or after June 1, 2006, the first paragraph
of paragraph 6(d) of the FedEx Corporation 1999 Stock Incentive Plan, as amended, is hereby
amended so that, as amended, it reads in its entirety as follows:




     “(d) Rights After Termination of Employment. Unless otherwise determined by the
Committee, if an optionee’s employment by the Corporation or a subsidiary terminates by
reason of such person’s retirement, the optionee’s option will cease vesting but, solely to
the extent exercisable at the time of retirement, may thereafter be exercised until the
expiration of the stated period of the option; provided, however, that if the optionee dies
after such termination of employment, any unexercised option, to the extent to which it was
exercisable at the time of the optionee’s death, may thereafter be exercised by the legal
representative of the estate or by the legatee of the option under the last will for a
period of twelve months from the date of the optionee’s death or until the expiration of the
stated period of the option, whichever period is the shorter.”



Approved by the Compensation Committee on January 8, 2006





2