EX-4.1




 Exhibit 4.1 

Execution Version 

SUCCESSION AGREEMENT 
 This
Succession Agreement (this “Agreement”), dated as of December 13, 2021 (the “Effective Date”) is among FEDEX CORPORATION, a Delaware corporation (the “Company”), FEDERAL EXPRESS
CORPORATION, a Delaware corporation, FEDEX GROUND PACKAGE SYSTEM, INC., a Delaware corporation, FEDEX FREIGHT CORPORATION, a Delaware corporation, FEDEX FREIGHT, INC., an Arkansas corporation, FEDEX CORPORATE SERVICES, INC., a Delaware corporation,
FEDEX OFFICE AND PRINT SERVICES, INC., a Texas corporation, FEDERAL EXPRESS EUROPE, INC., a Delaware corporation, FEDERAL EXPRESS HOLDINGS S.A., LLC, a Delaware limited liability company, FEDERAL EXPRESS INTERNATIONAL, INC., a Delaware corporation,
(collectively, the “Guarantors”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States (the “Existing Trustee”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States (the “Successor Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Indenture. 
 RECITALS 

WHEREAS, pursuant to that certain Indenture (the “Indenture”) dated as of August 8, 2006, by and among the Company, the
guarantors named therein, and the Existing Trustee, the Company issued its 4.900% notes due 2034, 3.900% notes due 2035, 3.875% notes due 2042, 4.10% notes due 2043, 5.100% notes due 2044, 4.100% notes due 2045, and 4.500% notes due 2065
(collectively, the “Notes”), which are guaranteed by the Guarantors, and appointed the Existing Trustee to act as Trustee, Paying Agent, and Security Registrar under the Indenture; 

WHEREAS, Section 6.10(c) of the Indenture provides the Company may remove the Trustee with respect to the Securities of any series at any
time and appoint a successor trustee; 
 WHEREAS, pursuant to a Notice of Removal of Trustee and Appointment of Successor Trustee dated
November 19, 2021 (the “Removal Notice”), the Company notified the Existing Trustee of (i) the removal of the Existing Trustee as the Trustee, Paying Agent, and Security Registrar under the Indenture and (ii) the
appointment of the Successor Trustee as the Trustee, Paying Agent, and Security Registrar under the Indenture; 
 WHEREAS, the parties
hereto desire to confirm the appointment of the Successor Trustee to succeed the Existing Trustee as the Trustee, Paying Agent, and Security Registrar under the Indenture and the other documents executed by the Existing Trustee in connection with or
related to the Indenture and the Notes and listed on Schedule A hereto; and 
 WHEREAS, pursuant to Sections 3.05, 3.11, and 6.11 of
the Indenture, the Successor Trustee agrees to accept its appointment and serve as Trustee, Paying Agent, and Security Registrar under the Indenture, on the terms and subject to the conditions set forth herein. 











 NOW, THEREFORE, the Company, the Existing Trustee, and the Successor Trustee, for and in
consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: 

ARTICLE ONE 
 REPLACEMENT OF
THE EXISTING TRUSTEE; 
 APPOINTMENT OF SUCCESSOR TRUSTEE 

Section 1.1. The Recitals set forth above are incorporated by reference. 

Section 1.2. The Existing Trustee hereby confirms receipt of the Removal Notice and accepts removal as Trustee,
Paying Agent, and Security Registrar under the Indenture in accordance with Section 6.10(c) thereof. The Successor Trustee will immediately succeed the Existing Trustee as Trustee under the Indenture on the Effective Date. The Company hereby
confirms that any and all conditions precedent to the succession of the Successor Trustee as Trustee under the Indenture have been satisfied and acknowledges the succession of Successor Trustee to the role of Trustee under the Indenture and related
documents on the Effective Date. The removal of the Existing Trustee as Paying Agent and Security Registrar under the Indenture, and the appointment of the Successor Trustee in such capacities, shall be effective on the Effective Date. 

Section 1.3. The Existing Trustee represents and warrants that (i) the documents listed on Schedule A
constitute a true and complete list of all operative documents, including any amendments to such documents in its custody, in effect as of the Effective Date relating to the Notes or the Indenture; (ii) a copy of the Indenture and each of the
documents listed on Schedule A, together with all notices delivered by the Existing Trustee to the Company, any guarantor, or the Holders of the Notes generally during the period from January 1, 2021 through the Effective Date, including
without limitation, all notices relating to defaults or Events of Default under the Indenture are included in the attached Schedule A; and (iii) a complete copy of the register of Holders, which includes the names, addresses, and
contact information of all Holders of Notes, together with the principal amounts of Notes and accrued interest thereon due and owing to such Holder of Notes as of the Effective Date, has been provided to the Successor Trustee. 

Section 1.4. Except as expressly provided herein, on and after the Effective Date, the Existing Trustee shall have
no further duties or obligations as Trustee under the Indenture or any related documents. 
 Section 1.5. The
Company and the Existing Trustee, as applicable, shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor
Trustee all the rights, powers, trusts, duties, and obligations hereby assigned, transferred, delivered, and confirmed to the Successor Trustee. 

Section 1.6. Existing Trustee hereby acknowledges payment or provision for payment in full by the Company of
compensation for all services rendered by Existing Trustee in its capacity as Trustee, Paying Agent, and Security Registrar in accordance with the provisions of the Indenture and reimbursement in full by the Company of the expenses, disbursements,
and advances incurred or made by Existing Trustee in its capacity as Trustee, Paying Agent, and Security Registrar in accordance with the provisions of the Indenture. Existing Trustee acknowledges that it relinquishes any lien it may have upon all
property or funds held or collected by it to secure any amounts due it under the Indenture. 

  
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 ARTICLE TWO 

ACCEPTANCE OF APPOINTMENT OF THE SUCCESSOR TRUSTEE 

Section 2.1. The Successor Trustee hereby represents and warrants to the Existing Trustee and the Company that the
Successor Trustee is qualified and eligible under Article 6 of the Indenture and applicable law to act and serve as the Trustee under the Indenture. 

Section 2.2. Pursuant to Section 6.11 of the Indenture, the Successor Trustee hereby acknowledges and accepts
its appointment as the Trustee, Paying Agent, and Security Registrar under the Indenture in accordance with Section 1.2 above. 

Section 2.3. The Existing Trustee hereby: (a) confirms, assigns, transfers, delivers, and conveys to the
Successor Trustee, as Trustee, Paying Agent, and Security Registrar under the Indenture, all rights, powers, and duties which the Existing Trustee, in all such capacities, now holds under and by virtue of the Indenture and related documents;
provided however, that Section 6.07 survives its removal as Trustee; and (b) agrees to pay over to the Successor Trustee, in its capacity as Trustee, any and all property and moneys held or subsequently received by the Existing Trustee
under and by virtue of the Indenture. 
 Section 2.4. References in the Indenture to “Corporate Trust
Office” or other similar terms shall be deemed to refer to the designated corporate trust office of the Successor Trustee, which is presently located at One Federal Street, Boston, MA 02110 or such other address as may be specified, where
notices and demands to or upon the Company in respect of the Notes may be served. 
 ARTICLE THREE 

MISCELLANEOUS 

Section 3.1. No amendment shall be made to this Agreement without the written consent of all parties hereto which
may be provided in counterparts. 
 Section 3.2. Each person executing this Agreement represents and warrants that
such person has the authority to execute this Agreement on behalf of, and to bind, the party on whose behalf such person executes this Agreement. Each person executing this Agreement further represents and warrants that this Agreement has been duly
authorized, executed, and delivered on behalf of the parties hereto and constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, fraudulent transfer, fraudulent conveyance, or other similar laws affecting the enforcement of creditors’ rights generally, an implied covenant of good faith and fair dealing, and by general principles
of equity. 

  
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 Section 3.3. This Agreement does not constitute a waiver by any of
the parties hereto of any obligation or liability which the Existing Trustee may have incurred in connection with serving as Trustee, Paying Agent, and Security Registrar under the Indenture or an assumption by the Successor Trustee of any liability
of the Existing Trustee arising out of a breach by the Existing Trustee prior to its resignation of its duties under the Indenture. 

Section 3.4. Pursuant to Section 6.10(f) of the Indenture, on or after the Effective Date, the Company shall
provide notices of the removal of the Existing Trustee and appointment of the Successor Trustee to Holders of the Notes under the Indenture. 

Section 3.5. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute one and the same Agreement. Delivery of a counterpart by facsimile or e-mail transmission of an Adobe portable document format file (also known as a “.PDF”
file) shall be effective as delivery of a manually executed counterpart hereof. This Agreement may be executed by manual, facsimile, or electronic signature, provided that any electronic signature is a true representation of the signer’s actual
signature. 
 Section 3.6. This Agreement, together with the Removal Notices, sets forth the entire agreement of
the parties hereto with respect to its contents, and supersedes any and all prior correspondence, emails, or discussions, whether oral or written, with respect to such contents. 

Section 3.7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof. 
 Section 3.8. All notices, whether faxed or mailed, will
be deemed received when sent pursuant to the following instructions: 
 TO THE EXISTING TRUSTEE: 

The Bank of New York Mellon Trust Company, N.A. 
 Attn: Natalie
Santoriello 
 500 Ross Street, 12th Floor 

Pittsburgh, PA 15262 
 Telephone:
(412) 236-0181 
 E-mail: natalie.santoriello@bnymellon.com


  
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 TO THE SUCCESSOR TRUSTEE: 

U.S. Bank National Association 
 Global Corporate Trust, Boston

 One Federal Street 
 Boston, MA 02110 

EX-MA-FED 

Attention: David W. Doucette, Vice President 

david.doucette@usbank.com 
 (617) 603-6534 
 TO THE COMPANY: 

FedEx Corporation 
 942 S. Shady Grove Road 

Memphis, Tennessee 38120 
 Attention: Treasurer 

Telecopy: (901) 818-7248 

Telephone: (901) 818-7121 

[Signature pages to follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Succession Agreement to be duly
executed, all as of the day and year first above written. 
  

			
	FedEx Corporation,
	    as the Company
		
	By:	 	 /s/ Herbert C. Nappier

		 	Name: Herbert C. Nappier
		 	 Title:   Executive Vice President –

            Finance and Treasurer

	
	Federal Express Corporation,
	    as Guarantor
		
	By:	 	 /s/ Elise L. Jordan

		 	Name: Elise L. Jordan
		 	 Title:   Executive Vice President

            and Chief Financial Officer

	
	FedEx Ground Package System, Inc.,
	    as Guarantor
		
	By:	 	 /s/ Robert D. Henning

		 	Name: Robert D. Henning
		 	 Title:   Executive Vice President

            and Chief Financial Officer

	
	FedEx Freight Corporation,
	    as Guarantor
		
	By:	 	 /s/ Matthew L. Rittenhour

		 	Name: Matthew L. Rittenhour
		 	Title:   Senior Vice President – Finance and             Chief Financial Officer













			
	FedEx Freight, Inc.,
	    as Guarantor
		
	By:	 	 /s/ Matthew L. Rittenhour

		 	Name: Matthew L. Rittenhour
		 	 Title:   Senior Vice President –

            Finance and Chief Financial

            Officer

	
	FedEx Corporate Services, Inc.,
	    as Guarantor
		
	By:	 	 /s/ Sharon L. Hawkins

		 	Name: Sharon L. Hawkins
		 	 Title:   Senior Vice President and

            Chief Financial Officer

	
	FedEx Office and Print Services, Inc.,
	    as Guarantor
		
	By:	 	 /s/ Leslie M. Benners

		 	Name: Leslie M. Benners
		 	 Title:   Senior Vice President and

            Chief Financial Officer

	
	Federal Express Europe, Inc.,
	    as Guarantor
		
	By:	 	 /s/ Herbert C. Nappier

	        Name: Herbert C. Nappier
	        Title:   Treasurer
	
	Federal Express Holdings S.A., LLC,
	    as Guarantor
		
	By:	 	 /s/ Herbert C. Nappier

		 	Name: Herbert C. Nappier
		 	Title:   Treasurer













			
	Federal Express International, Inc.,
	    as Guarantor
		
	By:	 	 /s/ Herbert C. Nappier

		 	Name: Herbert C. Nappier
		 	Title:   Treasurer
	
	The Bank of New York Mellon Trust Company, N.A.,
	     as Existing Trustee, Existing Paying

    Agent, and Existing Security Registrar

		
	By:	 	 /s/ David M. Babich

		 	Name: David M. Babich
		 	Title:   Vice President
	
	U.S. Bank National Association,
	     as Successor Trustee, Successor Paying

    Agent, and Successor Security Registrar

		
	By:	 	 /s/ David W. Doucette

		 	Name: David W. Doucette
		 	Title:   Vice President












 Schedule A 

DOCUMENTS TO BE DELIVERED TO SUCCESSOR
TRUSTEE 
 4.900% Senior Notes due 2034 

 

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee; 


  

	 	•	 	 Supplemental Indenture No. 5 dated as of January 9, 2014, among the Company, the Guarantors and the
Trustee; 


  

	 	•	 	 Global Note No. 1 dated as of January 9, 2014 representing $500,000,000 principal amount of the 4.900%
notes due January 15, 2034, together with any other Global Notes issued under the Indenture from time to time; and 


  

	 	•	 	 Guarantees of each Guarantor dated as of January 9, 2014 



3.900% Senior Notes due 2035 
  

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee 


  

	 	•	 	 Supplemental Indenture No. 6 dated as of January 9, 2015, among the Company, the Guarantors and the
Trustee 


  

	 	•	 	 Global Note No. 1 dated as of January 9, 2015 representing $500,000,000 principal amount of the 3.900%
notes due February 1, 2035, together with any other Global Notes issued under the Indenture from time to time; and 


  

	 	•	 	 Guarantees of each Guarantor dated as of January 9, 2015 



3.875% Senior Notes due 2042 
  

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee; 


  

	 	•	 	 Supplemental Indenture No. 3 dated as of July 27, 2012, among the Company, the Guarantors and the
Trustee; 


  

	 	•	 	 Global Note No. 1 dated as of July 27, 2012 representing $500,000,000 principal amount of the 3.875%
notes due August 1, 2042, together with any other Global Notes issued under the Indenture from time to time; and 


  

	 	•	 	 Guarantees of each Guarantor dated as of July 27, 2012 



4.100% Senior Notes due 2043 
  

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee; 


  

	 	•	 	 Supplemental Indenture No. 4 dated as of April 11, 2013, among the Company, the Guarantors and the
Trustee; 


  

	 	•	 	 Global Note No. 1 dated as of April 11, 2013 representing $500,000,000 principal amount of the 4.100%
notes due April 15, 2043, together with any other Global Notes issued under the Indenture from time to time; and 


  

	 	•	 	 Guarantees of each Guarantor dated as of April 11, 2013 













 5.100% Senior Notes due 2044 

 

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee; 


  

	 	•	 	 Supplemental Indenture No. 5 dated as of January 9, 2014, among the Company, the Guarantors and the
Trustee; 


  

	 	•	 	 Global Note No. 1 representing $500,000,000 principal amount of the 5.100% notes due January 15, 2044
and Global Note No. 2 representing $250,000,000 principal amount of the 5.100% notes due January 15, 2044, each dated as of January 9, 2014, together with any other Global Notes issued under the Indenture from time to time; and



  

	 	•	 	 Guarantees of each Guarantor dated as of January 9, 2014 



4.100% Senior Notes due 2045 
  

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee; 


  

	 	•	 	 Supplemental Indenture No. 6 dated as of January 9, 2015, among the Company, the Guarantors and the
Trustee; 


  

	 	•	 	 Global Note No. 1 representing $500,000,000 principal amount of the 4.100% notes due February 1, 2045
and Global Note No. 2 representing $150,000,000 principal amount of the 4.100% notes due February 1, 2045, each dated as of January 9, 2015, together with any other Global Notes issued under the Indenture from time to time; and



  

	 	•	 	 Guarantees of each Guarantor dated as of January 9, 2015 



4.500% Senior Notes due 2065 
  

	 	•	 	 Indenture dated as of August 8, 2006, among the Company, the guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee; 


  

	 	•	 	 Supplemental Indenture No. 6 dated as of January 9, 2015, among the Company, the Guarantors and the
Trustee; 


  

	 	•	 	 Global Note No. 1 dated as of January 9, 2015 representing $250,000,000 principal amount of the 4.500%
notes due February 1, 2065, together with any other Global Notes issued under the Indenture from time to time; and 


  

	 	•	 	 Guarantees of each Guarantor dated as of January 9, 2015