EX-4.3






Exhibit 4.3




TERMS AND CONDITIONS



1. Stock Plan. The stock option grant is subject to the terms, definitions and
provisions of the stock plan (“Plan”) designated in the grant detail on the Merrill Lynch
website.


2. Option Price. The option price for each share is one hundred percent (100%) of the
fair market value, as determined by the Compensation Committee, of FedEx Corporation (“FedEx”)
common stock on the date of grant.


3. Exercise of Option. The option is only exercisable in accordance with the provisions
of the Plan and pursuant to the vesting schedule contained in the grant detail on the Merrill
Lynch website. The option may not be exercised if the issuance of the shares upon such exercise
would constitute a violation of any applicable federal or state securities or other law or
regulation. As a condition to the exercise of the option, FedEx may require the employee
exercising the option to make any representation and warranty to FedEx as may be required by any
applicable law or regulation.


4. Designation of Certain Option Shares as Incentive Stock Options. The maximum number
of option shares granted are (as permitted by the Plan) designated incentive stock options (“ISO
Shares”), as that term is defined in Section 422 of the Internal Revenue Code. If, pursuant to
any provision of the Plan or amendment to the grant, any of the option shares granted become
exercisable sooner than stated at the time of grant, then to the extent that the aggregate fair
market value (determined at the time of grant) of shares with respect to which incentive stock
options are exercisable for the first time during any calendar year under the Plan and all other
similar plans of FedEx and its subsidiaries exceeds $100,000, the options or portions thereof
which exceed such limit (according to the order in which they were granted) shall be treated as
non-qualified options.


5. Notice to FedEx of Disposition of ISO Shares. In the event any of the ISO Shares are
disposed of within one year after the date of exercise of the option to purchase same, employee
will promptly provide the following information to FedEx in writing, if requested: (i) the
number of ISO Shares so disposed of, (ii) the price paid for such shares upon the exercise of the
option, and (iii) the price or other consideration received for such shares.


6. Transferability of Option. The option may not be sold, pledged, assigned, exchanged,
encumbered, hypothecated, transferred or disposed of in any manner other than by will or the laws
of descent or distribution and may be exercised during the lifetime of the employee receiving the
option grant only by said employee or a duly appointed legal representative. The terms of the
option shall be binding upon heirs, personal representatives and successors.


7. Term of Option. The option may not be exercised more than ten (10) years from the
date of grant of the option and may be exercised during such term only in accordance with the
Plan and the terms of this option.


8. Optionee Acknowledgment. By accepting the stock option grant, Optionee
acknowledges:




	 	•	 	receipt of an online copy of the Plan;
	 
	 	•	 	familiarity with the terms and provisions of the Plan;
	 
	 	•	 	agreement that this stock option is subject to all the Plan terms and
provisions;
	 
	 	•	 	understanding that FedEx will not make any loans for the purpose of exercising
a stock option or paying any tax liability associated with the exercise; and
	 
	 	•	 	agreement to accept as binding, conclusive and final all decisions or
interpretations of the Compensation Committee upon any questions arising under the
Plan or this grant.