FedEx Corporation Retirement Plan for Outside Directors

Exhibit 10.2

FedEx Corporation

Retirement Plan for Outside Directors

Frozen Effective as of July 14, 1997
Amended and Restated on September 29, 2008

1.  Purpose and Description . Federal Express Corporation, a Delaware corporation (“FedEx Express”), the predecessor to FedEx Corporation, a Delaware corporation (the “Company” (which term means FedEx Express with respect to any time prior to January 27, 1998)), established, effective July 17, 1989, the Company’s Retirement Plan for Outside Directors (as amended, the “Plan”) in order to attract, retain and motivate directors who are not also employees of the Company (“Outside Directors” or, individually, an “Outside Director”) to serve on the Company’s Board of Directors (the “Board”). The Plan was subsequently amended effective September 1, 1993, to extend the maximum period of benefit payments from 10 to 15 years. At its July 1997 meeting, the Board determined that the purpose of the Plan as described above could be better served by other means. Consequently, the Board froze the Plan’s benefits, effective July 14, 1997 (the “Freeze Date”), and restated the Plan, amending (among other matters) the Plan’s vesting schedule and defining a “Year of Service” for Plan purposes. No further benefits shall accrue under the Plan subsequent to the Freeze Date.

Effective on September 29, 2008, the Board amended and restated the Plan to provide, among other things, that the Plan benefit payable to an Outside Director who retires on or after January 1, 2009, shall be paid as a single lump sum distribution, computed based on the applicable discount rate in effect as of the date of distribution under the FedEx Corporation Retirement Parity Pension Plan (the “Parity Plan”).

The Plan is not intended to be an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 or to be a qualified plan under Section 401(a) of the Internal Revenue Code of 1986. Benefits provided by the Plan shall be payable out of the assets of the Company as a general, unsecured obligation of the Company.

2.  Retirement Benefit (Retirement Prior to January 1, 2009) . An Outside Director who was a member of the Board on the Freeze Date and who retires prior to January 1, 2009, shall be entitled to a retirement benefit commencing as of the first day of the fiscal quarter of the Company next following the later of the date of termination of his or her directorship on the Board or the date such director attains age 60. Such benefit shall be an annual amount, payable thereafter in quarterly installments for the number of years determined by reference to the following schedule:

equal to a percentage of the Fiscal Year 1998 Retainer Fee, hereinafter defined, set forth in the schedule below according to such director’s number of Years of Service, hereinafter defined, on the Board as an Outside Director:

For the purposes of the Plan, “Fiscal Year 1998 Retainer Fee” shall mean $40,000, the annual retainer fee being paid to Outside Directors during the Company’s 1998 fiscal year for serving on the Board (exclusive of fees paid for attending Board or Board committee meetings and excluding the annual fee paid for serving as chairperson of a Board committee).

For purposes of the Plan, “Year of Service” shall mean each full and each partial fiscal year of the Company during which the Outside Director served on the Board. For all purposes of the Plan, the Years of Service of each Outside Director who was a member of the Board on the Freeze Date and on September 29, 2008 (and who had not received any benefits under the Plan prior to September 29, 2008), as of the Freeze Date, are shown in the following schedule:

3.  Death Benefit (Death or Retirement Prior to January 1, 2009) .

(a)  Pre-Retirement Death (Death Prior to January 1, 2009) . If an Outside Director’s directorship on the Board terminates prior to January&nbs