EX-4.4

EX-4.4 4 d924486dex44.htm EX-4.4 EX-4.4

Exhibit 4.4

SUPPLEMENTAL INDENTURE NO. 15

Dated as of February 26, 2025

3.400% Notes due 2028

4.200% Notes due 2028

3.100% Notes due 2029

4.250% Notes due 2030

2.400% Notes due 2031

4.900% Notes due 2034

3.900% Notes due 2035

3.250% Notes due 2041

3.875% Notes due 2042

4.100% Notes due 2043

5.100% Notes due 2044

4.100% Notes due 2045

4.750% Notes due 2045

4.550% Notes due 2046

4.400% Notes due 2047

4.050% Notes due 2048

4.950% Notes due 2048

5.250% Notes due 2050

4.500% Notes due 2065

SUPPLEMENTAL INDENTURE NO. 15, dated as of February 26, 2025, among FedEx Corporation, a Delaware corporation (the “Company”), and Federal Express Corporation, a Delaware 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, FedEx Freight, Inc., an Arkansas corporation, and FedEx Office and Print Services, Inc., a Texas corporation (collectively, the “Guarantors”), and U.S. Bank Trust Company, National Association ((as successor in interest to U.S. Bank National Association) (as successor trustee to Wells Fargo Bank, National Association (the “Predecessor Trustee”)), as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered an Indenture, dated as of October 23, 2015 (as amended or supplemented to date, the “Indenture”), to provide for the issuance by the Company from time to time, and the guarantee by the Guarantors, of the Company’s senior unsecured debt securities;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 1, dated as of October 23, 2015;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 2, dated as of March 24, 2016;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 3, dated as of April 11, 2016;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 4, dated as of January 6, 2017;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 5, dated as of January 31, 2018;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 6, dated as of October 17, 2018;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 7, dated as of January 16, 2019;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 8, dated as of January 18, 2019;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 9, dated as of July 24, 2019;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 10, dated as of August 5, 2019;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 11, dated as of April 7, 2020;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 12, dated as of April 29, 2021;

WHEREAS, the Company, the Guarantors and the Predecessor Trustee have executed and delivered Supplemental Indenture No. 13, dated as of May 4, 2021;

WHEREAS, the Company, the Guarantors and the Trustee have executed and delivered Supplemental Indenture No. 14, dated as of February 26, 2025;

WHEREAS, in connection with the proposed Separation (as defined herein), the Company offered to exchange (the “Exchange Offers”) any and all outstanding notes of certain series issued by the Company (the “Existing Notes”) for notes issued by the Company pursuant to an Offering Memorandum and Consent Solicitation Statement, dated as of January 7, 2025 (as amended, the “Offering Memorandum and Consent Solicitation Statement”);

WHEREAS, Section 9.01(b) of the Indenture permits execution of supplemental indentures without the consent of any Holders for the purpose of adding to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any series of Securities so long as such supplemental indenture states that such covenant is expressly being included solely for the benefit of one or more particular series of Securities;

WHEREAS, Section 9.01(d) of the Indenture permits execution of supplemental indentures without the consent of any Holders for the purpose of changing any of the provisions of the Indenture in respect of one or more series of Securities; provided, however, that if such change shall adversely affect in any material respect the interests of Holders of Securities of any series, such change shall become effective with respect to such series only when no such Security of such series remains Outstanding;

WHEREAS, Section 9.01(j) of the Indenture permits execution of supplemental indentures without the consent of any Holders for the purpose of establishing the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the Indenture;

WHEREAS, the entry into this Supplemental Indenture No. 15 by the parties hereto is authorized by the provisions of the Indenture; and

WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and under the Indenture, duly issued by the Company and to make this Supplemental Indenture No. 15 a valid and legally binding agreement of the Company and the Guarantors, in accordance with the terms hereof and thereof, have been done.

NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders, the Company, the Guarantors and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of each series of the Notes as follows:

ARTICLE 1

RELATION TO THE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Relation to the Indenture. This Supplemental Indenture No. 15 constitutes an integral part of the Indenture.

Section 1.02. Definitions. For all purposes of this Supplemental Indenture No. 15, the following terms shall have the respective meanings set forth in this Section.

“2028 3.400% Notes” means the 3.400% Notes due 2028.

“2028 4.200% Notes” means the 4.200% Notes due 2028.

“2029 3.100% Notes” means the 3.100% Notes due 2029.

“2030 4.250% Notes” means the 4.250% Notes due 2030.

“2031 2.400% Notes” means the 2.400% Notes due 2031.

“2034 4.900% Notes” means the 4.900% Notes due 2034.

“2035 3.900% Notes” means the 3.900% Notes due 2035.

“2041 3.250% Notes” means the 3.250% Notes due 2041.

“2042 3.875% Notes” means the 3.875% Notes due 2042.

“2043 4.100% Notes” means the 4.100% Notes due 2043.

“2044 5.100% Notes” means the 5.100% Notes due 2044.

“2045 4.100% Notes” means the 4.100% Notes due 2045.

“2045 4.750% Notes” means the 4.750% Notes due 2045.

“2046 4.550% Notes” means the 4.550% Notes due 2046.

“2047 4.400% Notes” means the 4.400% Notes due 2047.

“2048 4.050% Notes” means the 4.050% Notes due 2048.

“2048 4.950% Notes” means the 4.950% Notes due 2048.

“2050 5.250% Notes” means the 5.250% Notes due 2050.

“2065 4.500% Notes” means the 4.500% Notes due 2065.

“Additional Interest,” with respect to any series of Notes, means additional interest then owing with respect to such series of Notes pursuant to the Registration Rights Agreement.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time.

“Clearstream” means Clearstream Banking S.A.

“Dealer Manager” means Goldman Sachs & Co, Inc.

“Definitive Note” means a certificated Note that does not include the Global Notes Legend.

“Depositary” means collectively The Depository Trust Company, its nominees and their respective successors.

“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System.

“Exchange Notes” has the meaning specified in the Registration Rights Agreement.

“Global Notes Legend” means the legend set forth in Exhibits A-1 through A-19 to this Supplemental Indenture No. 15.

“Initial Notes” means the Notes issued pursuant to this Supplemental Indenture No. 15 on the date hereof.

“Non-Par Call Notes” means, collectively, the 2034 4.900% Notes, 2035 3.900% Notes, 2042 3.875% Notes, 2043 4.100% Notes, 2044 5.100% Notes, 2045 4.100% Notes and the 2065 4.500% Notes.

“Notes” means, collectively, the 2028 3.400% Notes, the 2028 4.200% Notes, the 2029 3.100% Notes, the 2030 4.250% Notes, the 2031 2.400% Notes, the 2034 4.900% Notes, the 2035 3.900% Notes, the 2041 3.250% Notes, the 2042 3.875% Notes, the 2043 4.100% Notes, the 2044 5.100% Notes, the 2045 4.100% Notes, the 2045 4.750% Notes, the 2046 4.550% Notes, the 2047 4.400% Notes, the 2048 4.050% Notes, the 2048 4.950% Notes, the 2050 5.250% Notes and the 2065 4.500% Notes.

“Par Call Notes” means, collectively, the 2028 3.400% Notes, the 2028 4.200% Notes, the 2029 3.100% Notes, the 2030 4.250% Notes, the 2031 2.400% Notes, the 2041 3.250% Notes, the 2045 4.750% Notes, the 2046 4.550% Notes, the 2047 4.400% Notes, the 2048 4.050% Notes, the 2048 4.950% Notes and the 2050 5.250% Notes.

“Participant” means members of, or participants in, the Depositary.

“QIB” means qualified institutional buyer as specified in Rule 144A promulgated under the Securities Act.

“Registered Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes in an exchange registered under the Securities Act.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of February 26, 2025, by and among the Company, the Guarantors and the Dealer Manager.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Notes” means all Notes offered and issued pursuant to the Exchange Offers to holders of the Existing Notes in an offshore transaction in reliance on Regulation S.

“Restricted Notes Legend” means the legend set forth in the first paragraph of Section 2.09(e)(i) hereof.

“Restricted Period” means, with respect to any Notes, the period that is 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the date of original issuance with respect to such Notes.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 144A Notes” means all Notes offered and issued pursuant to the Exchange Offers to holders of Existing Notes reasonably believed to be QIBs in reliance on Rule 144A.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Transfer Restricted Note” means any Note that bears or is required to bear a Restricted Notes Legend.

Section 1.03. Definitions and Other Provisions of General Application. For all purposes of this Supplemental Indenture No. 15 unless otherwise specified herein:

(a) all terms defined in this Supplemental Indenture No. 15 which are used and not otherwise defined herein shall have the meanings they are given in the Indenture; and

(b) the provisions of general application stated in Section 1.01 of the Indenture shall apply to this Supplemental Indenture No. 15, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Supplemental Indenture No. 15 as a whole and not to the Indenture or any particular Article, Section or other subdivision of the Indenture or this Supplemental Indenture No. 15.

ARTICLE 2

THE SERIES OF NOTES

Section 2.01. Title. There shall be (i) a series of Securities designated the 3.400% Notes due 2028, (ii) a series of Securities designated the 4.200% Notes due 2028, (iii) a series of Securities designated the 3.100% Notes due 2029, (iv) a series of Securities designated the 4.250% Notes due 2030, (v) a series of Securities designated the 2.400% Notes due 2031, (vi) a series of Securities designated the 4.900% Notes due 2034, (vii) a series of Securities designated the 3.900% Notes due 2035, (viii) a series of Securities designated the 3.250% Notes due 2041, (ix) a series of Securities designated the 3.875% Notes due 2042, (x) a series of Securities designated the 4.100% Notes due 2043, (xi) a series of Securities designated the 5.100% Notes due 2044, (xii) a series of Securities designated the 4.100% Notes due 2045, (xiii) a series of Securities designated the 4.750% Notes due 2045, (xiv) a series of Securities designated the 4.550% Notes due 2046, (xv) a series of Securities designated the 4.400% Notes due 2047, (xvi) a series of Securities designated the 4.050% Notes due 2048, (xvii) a series of Securities designated the 4.950% Notes due 2048, (xviii) a series of Securities designated the 5.250% Notes due 2050 and (xix) a series of Securities designated the 4.500% Notes due 2065.

Section 2.02. Principal Amounts. Subject to Section 2.13, (i) the initial aggregate principal amount of the 2028 3.400% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $340,494,000, (ii) the initial aggregate principal amount of the 2028 4.200% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $237,285,000, (iii) the initial aggregate principal amount of the 2029 3.100% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $628,053,000, (iv) the initial aggregate principal amount of the 2030 4.250% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $406,103,000, (v) the initial aggregate principal amount of the 2031 2.400% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $642,185,000, (vi) the initial aggregate principal amount of the 2034 4.900% Notes

that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $351,518,000, (vii) the initial aggregate principal amount of the 2035 3.900% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $391,912,000, (viii) the initial aggregate principal amount of the 2041 3.250% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $619,635,000, (ix) the initial aggregate principal amount of the 2042 3.875% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $444,611,000, (x) the initial aggregate principal amount of the 2043 4.100% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $391,769,000, (xi) the initial aggregate principal amount of the 2044 5.100% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $541,689,000, (xii) the initial aggregate principal amount of the 2045 4.100% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $503,830,000, (xiii) the initial aggregate principal amount of the 2045 4.750% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $913,438,000, (xiv) the initial aggregate principal amount of the 2046 4.550% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $1,007,069,000, (xv) the initial aggregate principal amount of the 2047 4.400% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $604,653,000, (xvi) the initial aggregate principal amount of the 2048 4.050% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $743,435,000, (xvii) the initial aggregate principal amount of the 2048 4.950% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $696,469,000, (xviii) the initial aggregate principal amount of the 2050 5.250% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $1,047,658,000 and (xix) the initial aggregate principal amount of the 2065 4.500% Notes that may be authenticated and delivered under this Supplemental Indenture No. 15 shall not exceed $213,040,000 (except for Notes of each series authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 of the Indenture and except for any Notes which pursuant to Section 3.03 of the Indenture are deemed never to have been authenticated and delivered hereunder).

Section 2.03. Stated Maturity Dates. (i) The entire outstanding principal amount of the 2028 3.400% Notes shall be payable on February 15, 2028, (ii) the entire outstanding principal amount of the 2028 4.200% Notes shall be payable on October 17, 2028, (iii) the entire outstanding principal amount of the 2029 3.100% Notes shall be payable on August 5, 2029, (iv) the entire outstanding principal amount of the 2030 4.250% Notes shall be payable on May 15, 2030, (v) the entire outstanding principal amount of the 2031 2.400% Notes shall be payable on May 15, 2031, (vi) the entire outstanding principal amount of the 2034 4.900% Notes shall be payable on January 15, 2034, (vii) the entire outstanding principal amount of the 2035 3.900% Notes shall be payable on February 1, 2035, (viii) the entire outstanding principal amount of the 2041 3.250% Notes shall be payable on May 15, 2041, (ix) the entire outstanding principal amount of the 2042 3.875% Notes shall be payable on August 1, 2042, (x) the entire outstanding principal amount of the 2043 4.100% Notes shall be payable on April 15, 2043, (xi) the entire outstanding principal amount of the 2044 5.100% Notes shall be payable on January 15, 2044, (xii) the entire outstanding principal amount of the 2045 4.100% Notes shall be payable on February 1, 2045, (xiii) the entire outstanding principal amount of the 2045 4.750% Notes shall be payable on November 15, 2045, (xiv) the entire outstanding principal amount of the 2046 4.550% Notes shall be payable on April 1, 2046, (xv) the entire outstanding principal amount of the 2047 4.400% Notes shall be payable on January 15, 2047, (xvi) the entire outstanding principal amount of the 2048 4.050% Notes shall be payable on February 15, 2048, (xvii) the entire outstanding principal amount of the 2048 4.950% Notes shall be payable on October 17, 2048, (xviii) the entire outstanding principal amount of the 2050 5.250% Notes shall be payable on May 15, 2050, and (xix) the entire outstanding principal amount of the 2065 4.500% Notes shall be payable on February 1, 2065, in each case subject to Section 2.06, Section 2.07 (solely with respect to the 4.500% Notes due 2065) and Section 3.02.

Section 2.04. Interest.

(a) 2028 3.400% Notes. The 2028 3.400% Notes will bear interest at the rate of 3.400% per annum. Interest on the 2028 3.400% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2028 3.400% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 3.400% Notes due 2028 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 15 and August 15, commencing August 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2028 3.400% Notes are registered on the preceding February 1 and August 1 (whether or not that date is a Business Day), respectively.

(b) 2028 4.200% Notes. The 2028 4.200% Notes will bear interest at the rate of 4.200% per annum. Interest on the 2028 4.200% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2028 4.200% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.200% Notes due 2028 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on April 17 and October 17, commencing April 17, 2025, and ending on the date of maturity, to the Persons in whose names the 2028 4.200% Notes are registered on the preceding April 2 and October 2 (whether or not that date is a Business Day), respectively.

(c) 2029 3.100% Notes. The 2029 3.100% Notes will bear interest at the rate of 3.100% per annum. Interest on the 2029 3.100% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2029 3.100% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 3.100% Notes due 2029 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 5 and August 5, commencing August 5, 2025, and ending on the date of maturity, to the Persons in whose names the 2029 3.100% Notes are registered on the preceding January 21 and July 21 (whether or not that date is a Business Day), respectively.

(d) 2030 4.250% Notes. The 2030 4.250% Notes will bear interest at the rate of 4.250% per annum. Interest on the 2030 4.250% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2030 4.250% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.250% Notes due 2030 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on May 15 and November 15, commencing May 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2030 4.250% Notes are registered on the preceding May 1 and November 1 (whether or not that date is a Business Day), respectively.

(e) 2031 2.400% Notes. The 2031 2.400% Notes will bear interest at the rate of 2.400% per annum. Interest on the 2031 2.400% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2031 2.400% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 2.400% Notes due 2031 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on May 15 and November 15, commencing May 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2031 2.400% Notes are registered on the preceding May 1 and November 1 (whether or not that date is a Business Day), respectively.

(f) 2034 4.900% Notes. The 2034 4.900% Notes will bear interest at the rate of 4.900% per annum. Interest on the 2034 4.900% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2034 4.900% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.900% Notes due 2034 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on January 15 and July 15, commencing July 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2034 4.900% Notes are registered on the preceding January 1 and July 1 (whether or not that date is a Business Day), respectively.

(g) 2035 3.900% Notes. The 2035 3.900% Notes will bear interest at the rate of 3.900% per annum. Interest on the 2035 3.900% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2035 3.900% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 3.900% Notes due 2035 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 1 and August 1, commencing August 1, 2025, and ending on the date of maturity, to the Persons in whose names the 2035 3.900% Notes are registered on the preceding January 15 and July 15 (whether or not that date is a Business Day), respectively.

(h) 2041 3.250% Notes. The 2041 3.250% Notes will bear interest at the rate of 3.250% per annum. Interest on the 2041 3.250% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2041 3.250% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 3.250% Notes due 2041 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on May 15 and November 15, commencing May 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2041 3.250% Notes are registered on the preceding May 1 and November 1 (whether or not that date is a Business Day), respectively.

(i) 2042 3.875% Notes. The 2042 3.875% Notes will bear interest at the rate of 3.875% per annum. Interest on the 2042 3.875% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2042 3.875% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 3.875% Notes due 2042 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 1 and August 1, commencing August 1, 2025, and ending on the date of maturity, to the Persons in whose names the 2042 3.875% Notes are registered on the preceding January 15 and July 15 (whether or not that date is a Business Day), respectively.

(j) 2043 4.100% Notes. The 2043 4.100% Notes will bear interest at the rate of 4.100% per annum. Interest on the 2043 4.100% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2043 4.100% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.100% Notes due 2043 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on April 15 and October 15, commencing April 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2043 4.100% Notes are registered on the preceding April 1 and October 1 (whether or not that date is a Business Day), respectively.

(k) 2044 5.100% Notes. The 2044 5.100% Notes will bear interest at the rate of 5.100% per annum. Interest on the 2044 5.100% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2044 5.100% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 5.100% Notes due 2044 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on January 15 and July 15, commencing July 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2044 5.100% Notes are registered on the preceding January 1 and July 1 (whether or not that date is a Business Day), respectively.

(l) 2045 4.100% Notes. The 2045 4.100% Notes will bear interest at the rate of 4.100% per annum. Interest on the 2045 4.100% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2045 4.100% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.100% Notes due 2045 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 1 and August 1, commencing August 1, 2025, and ending on the date of maturity, to the Persons in whose names the 2045 4.100% Notes are registered on the preceding January 15 and July 15 (whether or not that date is a Business Day), respectively.

(m) 2045 4.750% Notes. The 2045 4.750% Notes will bear interest at the rate of 4.750% per annum. Interest on the 2045 4.750% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2045 4.750% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.750% Notes due 2045 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on May 15 and November 15, commencing May 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2045 4.750% Notes are registered on the preceding May 1 and November 1 (whether or not that date is a Business Day), respectively.

(n) 2046 4.550% Notes. The 2046 4.550% Notes will bear interest at the rate of 4.550% per annum. Interest on the 2046 4.550% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2046 4.550% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.550% Notes due 2046 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on April 1 and October 1, commencing April 1, 2025, and ending on the date of maturity, to the Persons in whose names the 2046 4.550% Notes are registered on the preceding March 15 and September 15 (whether or not that date is a Business Day), respectively.

(o) 2047 4.400% Notes. The 2047 4.400% Notes will bear interest at the rate of 4.400% per annum. Interest on the 2047 4.400% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2047 4.400% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.400% Notes due 2047 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on January 15 and July 15, commencing July 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2047 4.400% Notes are registered on the preceding January 1 and July 1 (whether or not that date is a Business Day), respectively.

(p) 2048 4.050% Notes. The 2048 4.050% Notes will bear interest at the rate of 4.050% per annum. Interest on the 2048 4.050% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2048 4.050% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.050% Notes due 2048 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 15 and August 15, commencing August 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2048 4.050% Notes are registered on the preceding February 1 and August 1 (whether or not that date is a Business Day), respectively.

(q) 2048 4.950% Notes. The 2048 4.950% Notes will bear interest at the rate of 4.950% per annum. Interest on the 2048 4.950% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2048 4.950% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.950% Notes due 2048 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on April 17 and October 17, commencing April 17, 2025, and ending on the date of maturity, to the Persons in whose names the 2048 4.950% Notes are registered on the preceding April 2 and October 2 (whether or not that date is a Business Day), respectively.

(r) 2050 5.250% Notes. The 2050 5.250% Notes will bear interest at the rate of 5.250% per annum. Interest on the 2050 5.250% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2050 5.250% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 5.250% Notes due 2050 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on May 15 and November 15, commencing May 15, 2025, and ending on the date of maturity, to the Persons in whose names the 2050 5.250% Notes are registered on the preceding May 1 and November 1 (whether or not that date is a Business Day), respectively.

(s) 2065 4.500% Notes. The 2065 4.500% Notes will bear interest at the rate of 4.500% per annum. Interest on the 2065 4.500% Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2065 4.500% Notes will be payable from the most recent date to which interest has been paid or duly provided for by the Company on the 4.500% Notes due 2065 issued by the Company that were accepted in the Exchange Offers, semi-annually in arrears on February 1 and August 1, commencing August 1, 2025, and ending on the date of maturity, to the Persons in whose names the 2065 4.500% Notes are registered on the preceding January 15 and July 15 (whether or not that date is a Business Day), respectively.

(t) Additional Interest. All references in this Supplemental Indenture No. 15 and the Notes of any series to any interest or other amount payable shall be deemed to include Additional Interest required to be paid with respect to the Notes of such series pursuant to the Registration Rights Agreement, if any.

Section 2.05. Defeasance and Discharge; Covenant Defeasance. The provisions of Section 13.02 and Section 13.03 of the Indenture shall apply to each series of the Notes.

Section 2.06. Optional Redemption.

(a) Optional Redemption of the Par Call Notes. Prior to the applicable Par Call Date (as defined herein), the Company may redeem any series of the Par Call Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the applicable Redemption Date (assuming the Par Call Notes to be redeemed matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points in the case of the 2028 3.400% Notes, 20 basis points in the case of the 2028 4.200% Notes, 20 basis points in the case of the 2029 3.100% Notes, 50 basis points in the case of the 2030 4.250% Notes, 15 basis points in the case of the 2031 2.400% Notes, 20 basis points in the case of the 2041 3.250% Notes, 30 basis points in the case of the 2045 4.750% Notes, 30 basis points in the case of the 2046 4.550% Notes, 25 basis points in the case of the 2047 4.400% Notes, 20 basis points in the case of the 2048 4.050% Notes, 25 basis points in the case of the 2048 4.950% Notes and 50 basis points in the case of the 2050 5.250% Notes, less (b) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the Par Call Notes of that series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

On or after the applicable Par Call Date, the Company may redeem a series of Par Call Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of such Par Call Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means (i) with respect to the 2028 3.400% Notes, November 15, 2027 (three months prior to their maturity date), (ii) with respect to the 2028 4.200% Notes, July 17, 2028 (three months prior to their maturity date), (iii) with respect to the 2029 3.100% Notes, May 5, 2029 (three months prior to their maturity date), (iv) with respect to the 2030 4.250% Notes, February 15, 2030 (three months prior to their maturity date), (v) with respect to the 2031 2.400% Notes, February 15, 2031 (three months prior to their maturity date), (vi) with respect to the 2041 3.250% Notes, November 15, 2040 (six months prior to their maturity date), (vii) with respect to the 2045 4.750% Notes, May 15, 2045 (six months prior to their maturity date), (viii) with respect to the 2046 4.550% Notes, October 1, 2045 (six months prior to their maturity date), (ix) with respect to the 2047 4.400% Notes, July 15, 2046 (six months prior to their maturity date), (x) with respect to the 2048 4.050% Notes, August 15, 2047 (six months prior to their maturity date), (xi) with respect to the 2048 4.950% Notes, April 17, 2048 (six months prior to their maturity date), and (xii) with respect to the 2050 5.250% Notes, November 15, 2049 (six months prior to their maturity date).

For purposes of this Section 2.06(a), “Treasury Rate” means, with respect to any Redemption Date for a series of Par Call Notes, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the applicable Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on such Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In

determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days (or, in the case of the 2045 4.750% Notes, the 2046 4.550% Notes and the 2047 4.400% Notes, at least 30 days) but not more than 60 days before the Redemption Date to each holder of the Par Call Notes to be redeemed.

In the case of a partial redemption, selection of the Par Call Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Par Call Notes of a principal amount of $2,000 or less will be redeemed in part. If any Par Call Note is to be redeemed in part only, the notice of redemption that relates to such Par Call Note will state the portion of the principal amount of such Par Call Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Par Call Note will be issued in the name of the holder of the Par Call Note upon surrender for cancellation of the original Par Call Note. For so long as the Par Call Notes are held by the Depositary (or another depositary), the redemption of the Par Call Note shall be done in accordance with the policies and procedures of the Depositary.

Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Company’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the date of redemption, or by the date of redemption as so delayed.

Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Par Call Notes or portions of the Par Call Notes called for redemption.

(b) Optional Redemption of the Non-Par Call Notes. The Company may redeem each series of the Non-Par Call Notes, at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points in the case of the 2034 4.900% Notes, 20 basis points in the case of the 2035 3.900% Notes, 25 basis points in the case of the 2042 3.875% Notes, 20 basis points in the case of the 2043 4.100% Notes, 20 basis points in the case of the 2044 5.100% Notes, 25 basis points in the case of the 2045 4.100% Notes and 30 basis points in the case of the 2065 4.500% Notes less (b) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the Non-Par Call Notes of that series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

For the purposes of this Section 2.0(b), “Treasury Rate” means, with respect to any Redemption Date for a series of Non-Par Call Notes, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated H.15 under the caption H.15 TCM. In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the Remaining Life of the applicable series of Non-Par Call Notes; or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the maturity date of the applicable series of Non-Par Call Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the applicable redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the maturity date of the applicable series of the Non-Par Call Notes, as applicable. If there is no United States Treasury security maturing on the maturity date of the applicable series of the Non-Par Call Notes but there are two or more United States Treasury securities with a maturity date equally distant from the maturity date of the applicable series of Non-Par Call Notes, one with a maturity date preceding the maturity date of the applicable series of Non-Par Call Notes and one with a maturity date following the maturity date of the applicable series of Non-Par Call Notes, the Company shall select the United States Treasury security with a maturity date preceding the maturity date of the applicable series of Non-Par Call Notes. If there are two or more United States Treasury securities maturing on the maturity date of the applicable series of Non-Par Call Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 30 days but not more than 60 days before the Redemption Date to each holder of the Non-Par Call Notes to be redeemed.

In the case of a partial redemption, selection of the Non-Par Call Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Non-Par Call Notes of a principal amount of $2,000 or less will be redeemed in part. If any Non-Par Call Note is to be redeemed in part only, the notice of redemption that relates to such Non-Par Call Note will state the portion of the principal amount of such Non-Par Call Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Non-Par Call Note will be issued in the name of the holder of the Non-Par Call Note upon surrender for cancellation of the original Non-Par Call Note. For so long as the Non-Par Call Notes are held by the Depositary (or another depositary), the redemption of the Non-Par Call Notes shall be done in accordance with the policies and procedures of the Depositary.

Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Non-Par Call Notes or portions of the Non-Par Call Notes called for redemption.

Section 2.07. Tax Event Redemption of the 2065 4.500% Notes. If a “tax event” (as defined herein) occurs, the Company may redeem the 2065 4.500% Notes, at the Company’s option, in whole, but not in part, at any time upon a notice of redemption delivered within 90 days following the occurrence of such tax event, at a redemption price equal to 100% of the principal amount of the 2065 4.500% Notes being redeemed, plus interest accrued to, but excluding, the date of redemption on the principal balance of the 2065 4.500% Notes being redeemed.

“Tax event” means that the Company shall have received an opinion of nationally recognized independent tax counsel to the effect that, as a result of:

(a)

any amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the United States or any of its political subdivisions or taxing authorities;

(b)

any judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “administrative or judicial action”);

(c)

any amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation; or

(d)

a threatened challenge asserted in writing in connection with the Company’s audit or an audit of any of the Company’s Subsidiaries, or a publicly-known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the 2065 4.500% Notes,

in each case, occurring or becoming publicly-known on or after the original issue date of the 2065 Notes, there is more than an insubstantial increase in the risk that interest paid by the Company on the 2065 Notes is not, or will not be, deductible, in whole or in part, by the Company for U.S. federal income tax purposes.

Holders of the 2065 4.500% Notes to be redeemed will receive written notice mailed or electronically delivered (or otherwise delivered in accordance with the applicable procedures of the Depositary) at least 30 days, but no more than 60 days, before the date of redemption. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the 2065 4.500% Notes called for redemption.

Section 2.08. Form and Dating.

(a) General. The Notes and the Trustee’s Certificate of Authentication shall be substantially in the forms set forth in the corresponding Exhibits A1 – A19 attached hereto (other than, (i) with respect to any additional Notes of any series of the Notes, changes related to issue date, issue price and first Interest Payment Date of such additional Notes, and (ii) with respect to any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for registered notes). The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of each series and any additional Notes of such series subsequently issued under the Indenture, together with any Exchange Notes issued with respect to the Notes of such series in accordance with the Registration Rights Agreement, will be treated as a single series or class for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions; provided that, if any such additional Notes are not fungible with then-outstanding Notes of that series for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number and ISIN number.

(i) The Notes shall initially be issued only (A) to persons reasonably believed to be QIBs in reliance on Rule 144A or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act, in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially issued pursuant to Rule 144A shall be issued in the form of one or more permanent global securities in fully registered form (collectively, the “Rule 144A Global Note”) and Notes initially issued pursuant to Regulation S shall be issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Section 2.09(e)(i) hereof, which shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to the Depositary or a nominee thereof or a custodian therefor (including the Trustee) on behalf of the Holders of the Notes represented thereby, duly executed by the Company and authenticated by the Trustee as provided in this Supplemental Indenture No. 15.

(ii) Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes of the same series if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in the form of the Form of Exchange Certificate attached to the applicable Exhibit hereto) to the effect that the beneficial interest in the Regulation S Global Note is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

(iii) Beneficial interests in Rule 144A Global Notes may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note only if the transferor first delivers to the Trustee a written certificate (in the form of Exhibit B hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S (if applicable).

(iv) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global Notes.”

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture No. 15, and the Company, the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture No. 15, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Supplemental Indenture No. 15, the provisions of this Supplemental Indenture No. 15 shall govern and be controlling.

The Company hereby designates The Depository Trust Company as the initial Depositary for the Global Notes.

(b) Global Notes. The Notes will be issued initially in the form of one or more Global Notes in definitive, fully registered, book-entry form. The Global Notes shall be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to the Depositary or a nominee thereof or a custodian therefor (including the Trustee) on behalf of the purchasers of the Notes represented thereby, duly executed by the Company and authenticated by the Trustee as provided in this Supplemental Indenture No. 15. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

(c) Book-Entry Provisions. This Section 2.08(c) shall apply only to a Global Note deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.08(c) and pursuant to a Company Order, authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee thereof and (B) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian thereof.

(d) Payment. Payments in respect of the principal of, premium, if any, and interest on a Global Note registered in the name of the Depositary or its nominee will be payable to the Depositary in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee will treat the persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes, whether or not the Notes be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(e) Definitive Notes. Except as provided in Section 2.09, owners of a beneficial interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Definitive Notes and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

Section 2.09. Transfer and Exchange.

(a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Security Registrar with a request:

(i) to register the transfer of such Definitive Notes; or

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(1) shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or the Holder’s attorney duly authorized in writing; and

(2) are accompanied by the following additional information and documents, as applicable:

(A) certification (in the form set forth on the reverse side of the Initial Note) that such definitive Note is being transferred (x) to a QIB in accordance with Rule 144A or (y) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act; and

(B) (x) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Initial Note); or (y) if such Definitive Notes are being transferred to the Company, a certification to that effect (in the form satisfactory to the Trustee).

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirement set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, together with (i) certification (in the form set forth on the reverse side of the Initial Note) that such Definitive Note is being transferred (A) to a QIB in accordance with Rule 144A or (B) outside the United States in an offshore transaction

within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities Act and (ii) written instructions directing the Trustee to make, or to direct the custodian thereof to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the custodian thereof to cause, in accordance with the standing instructions and procedures existing between the Depositary and the custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant to Section 2.10, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate principal amount.

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Supplemental Indenture No. 15 (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note, whether before or after the expiration of the Restricted Period, shall be made only upon receipt by the Trustee of a certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Supplemental Indenture No. 15 (other than the provisions set forth in Section 2.08), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(iv) In the event that a Global Note is exchanged for Notes in definitive form prior to the consummation of the Registered Exchange Offer or the effectiveness of the shelf registration statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this section (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144, Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d) Restrictions on Transfer of Regulation S Global Notes.

(i) Prior to the expiration of the Restricted Period, interests in a Regulation S Global Note may only be held through Euroclear or Clearstream. During the Restricted Period, beneficial ownership interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (A) to the Company, (B) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore transaction in accordance with Regulation S, (D) pursuant to an available exemption from registration under the Securities Act or (E) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. person or for the account or benefit of a U.S. person. Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in a Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures, pursuant to Rule 144 or Rule 144A and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse of the Initial Note to the effect that such transfer is being made to a person whom the transferor reasonably believes is a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A. Such written certification shall no longer be required after the expiration of the Restricted Period. In the case of a transfer of a beneficial interest in a Regulation S Global Note for an interest in a Rule 144A Global Note, the transferee must, at the request of the Company, deliver an opinion of counsel reasonably acceptable to the Company stating that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

(ii) Upon the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture.

(e) Legends.

(i) Except as permitted by the following paragraphs (ii), (iii), (iv) or (v), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO FEDEX CORPORATION’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

Each Note evidencing a Global Note offered and sold to QIBs pursuant to Rule 144A shall bear a legend in substantially the following form:

EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

Each Note evidencing a Global Note offered and sold to non-U.S. persons outside the United States in reliance on Regulation S shall bear a legend substantially in the following form:

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

Each Global Note shall bear a legend substantially in the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO FEDEX CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Each Note in definitive form shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Security Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Security Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).

(iii) After a transfer of any Initial Notes during the period of the effectiveness of a shelf registration statement with respect to such Initial Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes in such Registered Exchange Offer.

(v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to apply.

(f) By its acceptance of any Note bearing any legend in Section 2.09(e)(i) hereof, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Supplemental Indenture No. 15 and in such legend in Section 2.09(e)(i) hereof and agrees that it shall transfer such Note only as provided in this Supplemental Indenture No. 15.

(g) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the custodian thereof, to reflect such reduction.

(h) Obligations with Respect to Transfers and Exchanges of Notes.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.

(ii) No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 3.04, 3.06 or 11.07 of the Indenture not involving any transfer.

(i) Prior to due presentment of any Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and premium, if any, and (subject to Sections 3.05 and 3.07 of the Indenture) interest on such Note and for all other purposes whatsoever, whether or not any payment with respect to such Note shall be overdue, and neither the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.

(j) The Company hereby appoints the Trustee as Security Registrar for the Notes. Neither the Company nor the Security Registrar shall be required to (i) issue, register the transfer of or exchange Notes of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes of such series selected for redemption under Section 11.03 of the Indenture and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(k) All Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental Indenture No. 15 shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.

(l) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture, this Supplemental Indenture No. 15 or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Supplemental Indenture No. 15, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.10. Definitive Notes.

(a) A Global Note deposited with the Depositary or with the Trustee as custodian pursuant to Section 2.08 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.09 and (i) the Depositary has notified the Company that it is unwilling, unable or ineligible to continue as Depositary with respect to such Global Note or if at any time the Depositary with respect to such Global Note ceases to be a clearing agency registered under the Exchange Act or, in the case of a Depositary outside the United States, registered under applicable law and, in each case, a successor Depositary is not appointed by the Company within 90 days after receipt of such notice or after it becomes aware of such condition, as the case may be, or (ii) the Company executes and delivers to the Trustee a Company Order providing that such Global Note shall be so exchangeable and the transfer thereof so registrable.

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.10 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and upon Company Order the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.10 shall be executed, authenticated and delivered only in denominations of $2,000 of principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as requested by or on behalf of the Depositary (in accordance with its customary procedures).

(c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under the Indenture or the Notes.

(d) In the event of the occurrence of any of the events specified in Section 2.10(a)(ii) or (ii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

Section 2.11. Sinking Fund; Open Market Purchases. The Notes shall not be subject to a sinking fund. The Company or any of its affiliates may at any time and from time to time purchase Notes in the open market or otherwise.

Section 2.12. Additional Amounts. The provisions of Section 10.06 of the Indenture shall not apply to the Notes.

Section 2.13. Amount Not Limited. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture, as supplemented from time to time, shall not be limited. The Company may, without the consent of the Holders or the Trustee, increase the principal amount of any series of Notes by issuing additional Notes of such series. The Notes of each series and any additional Notes of such series subsequently issued under the Indenture will be treated as a single series or class for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions; provided that, if any such additional Notes are not fungible with the existing Notes for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number and ISIN number.

ARTICLE 3

CHANGE OF CONTROL REPURCHASE EVENT

Section 3.01. Intended Beneficiary; Definitions.

(a) The provisions of this Article 3 shall be applicable only to, and are solely for the benefit of Holders of, each series of Notes and to no other Security.

(b) For purposes of this Supplemental Indenture No. 15:

“Below Investment Grade Ratings Event” means, with respect to a series of Notes, on any day within the 60-day period (which period shall be extended so long as the rating of such series of Notes is under publicly announced consideration for a possible downgrade by any Rating Agency) after the earlier of(1) the occurrence of a Change of Control, or (2) the public announcement of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the Notes of such series are rated below Investment Grade by each and every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not publicly announce or publicly confirm, or inform the Trustee in writing at the Company’s request, that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event).

“Change of Control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than (1) the Company or any Subsidiary, (2) any employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary, or (3) any underwriter temporarily holding Voting Stock of the Company pursuant to an offering of such Voting Stock, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect to a series of Notes.

“Investment Grade” means, with respect to Moody’s, a rating of Baa3 or better (or its equivalent under any successor rating categories of Moody’s); with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P); and, with respect to any additional Rating Agency or Rating Agencies selected by the Company, the equivalent investment grade credit rating.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Rating Agency” means (1) each of Moody’s and S&P, and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Section 3.02. Change of Control Repurchase Event.

(a) If a Change of Control Repurchase Event occurs with respect to a series of Notes, except to the extent the Company has exercised its right to redeem such Notes pursuant to the redemption terms of such Notes, the Company will make an offer to each Holder of the Notes of such series to repurchase all or any part (in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price (the “Repurchase Price”) in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest on such Notes repurchased to, but excluding, the Repurchase Date (as defined herein).

(b) Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of such Change of Control, the Company will mail or electronically deliver, or cause to be mailed or electronically delivered, or otherwise deliver in accordance with the applicable procedures of the Depositary, a notice to each Holder of the Notes of such series, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes of such series on the payment date specified in the notice (such offer, the “Repurchase Offer” and such date, the “Repurchase Date”), which Repurchase Date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures described in such notice. The notice shall, if mailed or delivered prior to the date of consummation of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the Repurchase Date.

(c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of a series of Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

(d) On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Repurchase Offer;

(ii) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate Repurchase Price for all Notes or portions of Notes properly tendered;

(iii) deliver, or cause to be delivered, to the Trustee the Notes properly accepted for payment by the Company, together with an Officers’ Certificate stating the aggregate principal amount of Notes being repurchased by the Company pursuant to the Repurchase Offer; and

(iv) deliver, or cause to be delivered, to the Trustee, for authentication by the Trustee, any new Notes required to be issued pursuant to Section 3.02(e) below, duly executed by the Company.

(e) Upon receipt by the Trustee from the Company of a notice setting forth the Repurchase Price and the Notes properly tendered and accepted for payment, the Trustee will promptly mail or electronically deliver, or cause the Paying Agent to promptly mail or electronically deliver, or otherwise deliver in accordance with the applicable procedures of the Depositary, to each Holder of such Notes, or portions of such Notes, properly tendered and accepted for payment by the Company the Repurchase Price for such Notes or portions of such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note, duly executed by the Company equal in principal amount to any unrepurchased portion of the Notes surrendered, as applicable; provided that each new Note will be in a principal amount equal to $2,000 or integral multiples of $1,000 in excess thereof.

(f) The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes or portions of Notes properly tendered and not withdrawn under its offer.

(g) The Company and the Guarantors acknowledge that the Company may not have sufficient funds to repurchase all Notes or portions of Notes properly tendered upon a Change of Control Repurchase Event.

ARTICLE 4

AMENDMENTS TO INDENTURE

Section 4.01. Amendment to Section 1.01 of the Indenture. Soley with respect to the Notes, Section 1.01 of the Indenture is hereby amended by adding the following defined term to Section 1.01 in appropriate alphabetical sequence, as follows:

“Separation” means any sale, exchange, transfer, distribution, or other disposition of assets and/or Capital Stock of one or more Subsidiaries of the Company resulting in the separation of the Company’s FedEx Freight business through the capital markets to create a new publicly traded company.

Section 4.02. Amendment to Section 12.04 of the Indenture. Solely with respect to the Notes, Section 12.04 of the Indenture is hereby deleted in its entirety and replaced with the following:

SECTION 12.04. Release of a Guarantor. Subject to the provisions of Section 10.07, (i) upon the sale, exchange, transfer or other disposition (by merger or otherwise), other than a lease, of a Guarantor, or of all of the Capital Stock of a Guarantor, or all, or substantially all, the assets of a Guarantor, to any Person that is not an Affiliate of the Company, such Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations under its Guarantee and under this Article 12 without any further action required on the part of the Trustee or any Holder and (ii) in connection with the Separation, at

the time that FedEx Freight, Inc. ceases to be a Subsidiary of the Company, FedEx Freight, Inc. shall be deemed to be automatically and unconditionally released and discharged from all its obligations under its Guarantee and under this Article 12 without any further action required on the part of the Trustee or any Holder. The Trustee shall, without any further action required on the part of any Holder, deliver an appropriate instrument evidencing such release and discharge upon receipt of a Company Request accompanied by an Officers’ Certificate certifying as to the compliance with this Section 12.04.

ARTICLE 5

MISCELLANEOUS PROVISIONS

Section 5.01. Supplemental Indenture. The Indenture, as supplemented by this Supplemental Indenture No. 15, is in all respects hereby adopted, ratified and confirmed.

Section 5.02. Effectiveness. This Supplemental Indenture No. 15 shall take effect as of the date hereof.

Section 5.03. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 5.04. Separability Clause. In case any provision in this Supplemental Indenture No. 15 shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby.

Section 5.05. Governing Law. This Supplemental Indenture No. 15 shall be governed by and construed in accordance with the laws of the State of New York.

Section 5.06. Execution by the Trustee. The Trustee has executed this Supplemental Indenture No. 15 only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee shall not be responsible for the correctness of the recitals contained herein, which shall be taken as statements of the Company and the Guarantors, and the Trustee makes no representation and shall have no responsibility for, or in respect of, the validity or sufficiency of this Supplemental Indenture No. 15 or the execution hereof by any Person (other than the Trustee).

Section 5.07. Counterparts. This Supplemental Indenture No. 15 may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Facsimile, PDF copies or other electronic transmission of signatures shall constitute original signatures for all purposes of this Supplemental Indenture No. 15 and any enforcement hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture No. 15 or any document to be signed in connection with this Supplemental Indenture No. 15 shall be deemed to include Electronic Signatures (as defined herein), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 15 to be duly executed, all as of the day and year first above written.


		FedEx Corporation, as Issuer
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Corporate Vice President, Corporate Development and Treasurer

		Federal Express Corporation, as Guarantor
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Treasurer

		Federal Express Europe, Inc., as Guarantor
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Treasurer

		Federal Express Holdings S.A., LLC as Guarantor
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Treasurer

		Federal Express International, Inc., as Guarantor
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Treasurer

[Signature Page to Supplemental Indenture No. 15]


		FedEx Freight, Inc., as Guarantor
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Treasurer

		FedEx Office and Print Services, Inc., as Guarantor
Attest:
By:	/s/ Alana L. Griffin	By:	/s/ Trampas T. Gunter
Name:	Alana L. Griffin	Name:	Trampas T. Gunter
Title:	Assistant Secretary	Title:	Treasurer

		U.S. Bank Trust Company, National Association, as Trustee

		By:	/s/ Ivy L. Wegener
			Name: Ivy L. Wegener
			Title: Vice President

[Signature Page to Supplemental Indenture No. 15]

Exhibit A-1

[FORM OF FACE OF INITIAL NOTE]

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS][IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH FEDEX CORPORATION OR ANY AFFILIATE OF FEDEX CORPORATION WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO FEDEX CORPORATION OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO FEDEX CORPORATION’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

A-1

[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.]⁽²⁾

[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]⁽³⁾

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]⁽⁴⁾

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.

A-2


No. [•]		CUSIP No. [ ]¹

FEDEX CORPORATION

3.400% Notes due 2028

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on February 15, 2028 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 3.400% Notes due 2028 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 3.400% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding February 1 and August 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of and premium, if any, and interest on any Notes of this series on behalf of the Company and having an office or agency in New York, New York and in such other cities, if any, as the Company may designate in writing to the Trustee (the “Place of Payment”) where Notes of this series may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to Notes of this series may be served. The Company has initially appointed U.S. Bank Trust Company, National Association as such Paying Agent.

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 3.400% Notes due 2028 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such

¹	Rule 144A CUSIP / Rule 144A ISIN: 31428X CF1 / US31428XCF15

Regulation S CUSIP / Regulation S ISIN: U31520 AG1 / USU31520AG19

A-3

Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

If any Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein falls on a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect to such Interest Payment Date or the Stated Maturity Date, or such date of earlier redemption or repurchase, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be. “Business Day” means any day other than Saturday, Sunday or other day on which banking institutions in New York or Tennessee are obligated or authorized by law to close.

The principal, premium, if any, and interest payable on this Note will be made by wire transfer of immediately available funds to the Holder hereof in such currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit pursuant to the Indenture or be valid or obligatory for any purpose.

A-4

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:


Attest:

By:
Name:
Title:

A-5

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-6

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

3.400% Notes due 2028

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$340,494,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

Prior to the Par Call Date (as defined herein), the Company may redeem the Notes of this series at the Company’s option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

On or after the Par Call Date, the Company may redeem the Notes of this series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes of this series being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means November 15, 2027 (three months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-7

If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on such Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of the Notes of this series to be redeemed.

No Notes of this series of a principal amount of $2,000 or less will be redeemed in part. If the Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.

Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Notes, or portions of the Notes of this series, called for redemption.

If a Change of Control Repurchase Event (as defined in Supplemental Indenture No. 15) occurs with respect to Notes of this series, except to the extent the Company has exercised its right to redeem the Notes of this series pursuant to the redemption terms of the Notes, the Company will make an offer, as provided in, and subject to the terms of, Supplemental Indenture No. 15, to each Holder of the Notes of this series to repurchase all or any part (in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus any accrued and unpaid interest on such Notes repurchased to, but excluding, the date of repurchase.

The Notes of this series are fully and unconditionally guaranteed as to the due and punctual payment of the principal, premium, if any, and interest in respect thereof by the Guarantors as evidenced by their guarantees (the “Guarantees”) set forth hereon. The Guarantees are the direct and unconditional obligations of such Guarantors and rank and will rank equally in right of payment and in all other respects with all other unsubordinated obligations of such Guarantors now or hereafter outstanding.

A-8

In case an Event of Default with respect to the Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Note or (ii) certain respective covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantors and the rights of the Holders of the Securities of each series to be affected pursuant to the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of such Securities at the time Outstanding (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantors with certain provisions of the Indenture and certain past defaults pursuant to the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note or Notes issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, places and rate, and in the currency herein prescribed.

As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by, the Holder hereof or its attorney-in-fact duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations equal to $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Notes of this series are exchangeable for the same aggregate principal amount of Notes of this series and of like tenor and authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any Guarantor or of any successor thereto, either directly or through the Company or any Guarantor or any successor thereto, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

A-9

In addition to the rights provided to Holders under the Indenture, Holders of Notes shall have all of the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest, if any.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-10

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-11

FORM OF TRANSFER CERTIFICATE

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”) after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(3) ☐ inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Signature

A-12

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Signature

Dated:_________________________

Notice: To be executed by an executive officer

A-13

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 3.400% Notes due 2028

Reference is hereby made to the Indenture, dated as of October 23, 2015 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 15, dated as of February 26, 2025 (as so supplemented, the “Indenture”), among FedEx Corporation (the “Company”), the Guarantors named therein and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association), as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________ (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________ in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-14

Exhibit A-2

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-15

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]²

FEDEX CORPORATION

4.200% Notes due 2028

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on October 17, 2028 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.200% Notes due 2028 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on April 17 and October 17 of each year, commencing April 17, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.200% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding April 2 and October 2 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

²	Rule 144A CUSIP / Rule 144A ISIN: 31428X CG9 / US31428XCG97

Regulation S CUSIP / Regulation S ISIN: U31520 AH9 / USU31520AH91

A-16

The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of and premium, if any, and interest on any Notes of this series on behalf of the Company and having an office or agency in New York, New York and in such other cities, if any, as the Company may designate in writing to the Trustee (the “Place of Payment”) where Notes of this series may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to Notes of this series may be served. The Company has initially appointed U.S. Bank Trust Company, National Association as such Paying Agent.

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.200% Notes due 2028 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

If any Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein falls on a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect to such Interest Payment Date or the Stated Maturity Date, or such date of earlier redemption or repurchase, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be. “Business Day” means any day other than Saturday, Sunday or other day on which banking institutions in New York or Tennessee are obligated or authorized by law to close.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-17

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-18

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-19

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.200% Notes due 2028

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$237,285,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means July 17, 2028 (three months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-20

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-21

A-22

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-23

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-24

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-25

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated:_________________________

Notice: To be executed by an executive officer

A-26

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.200% Notes due 2028

(the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $ in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-27

Exhibit A-3

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-28

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]³

FEDEX CORPORATION

3.100% Notes due 2029

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on August 5, 2029 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 3.100% Notes due 2029 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 5 and August 5 of each year, commencing August 5, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 3.100% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 21 and July 21 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

³	Rule 144A CUSIP / Rule 144A ISIN: 31428X CH7 / US31428XCH70

Regulation S CUSIP / Regulation S ISIN: U31520 AJ5 / USU31520AJ57

A-29

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 3.100% Notes due 2029 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-30

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-31

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-32

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

3.100% Notes due 2029

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$628,053,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means May 5, 2029 (three months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-33

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-34

A-35

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-36

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-37

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-38

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated:_________________________

Notice: To be executed by an executive officer

A-39

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 3.100% Notes due 2029

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-40

Exhibit A-4

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-41

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]⁴

FEDEX CORPORATION

4.250% Notes due 2030

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on May 15, 2030 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.250% Notes due 2030 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.250% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding May 1 and November 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

⁴	Rule 144A CUSIP / Rule 144A ISIN: 31428X CJ3 / US31428XCJ37

Regulation S CUSIP / Regulation S ISIN: U31520 AK2 / USU31520AK21

A-42

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.250% Notes due 2030 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-43

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-44

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-45

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.250% Notes due 2030

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$406,103,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means February 15, 2030 (three months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-46

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-47

A-48

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-49

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-50

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-51

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated:_________________________

Notice: To be executed by an executive officer

A-52

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.250% Notes due 2030

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-53

Exhibit A-5

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-54

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]⁵

FEDEX CORPORATION

2.400% Notes due 2031

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on May 15, 2031 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 2.400% Notes due 2031 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 2.400% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding May 1 and November 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease

⁵	Rule 144A CUSIP / Rule 144A ISIN: 31428X CK0 / US31428XCK00

Regulation S CUSIP / Regulation S ISIN: U31520 AL0 / USU31520AL04

A-55

to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 2.400% Notes due 2031 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-56

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-57

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
Authorized Signatory

Dated:

A-58

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

2.400% Notes due 2031

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$642,185,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means February 15, 2031 (three months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-59

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-60

A-61

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-62

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in

Outstanding

Principal Amount

New

Balance

Notation Made by

A-63

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-64

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-65

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 2.400% Notes due 2031

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-66

Exhibit A-6

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-67

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]⁶

FEDEX CORPORATION

4.900% Notes due 2034

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on January 15, 2034 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.900% Notes due 2034 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.900% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 1 and July 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

⁶	Rule 144A CUSIP / Rule 144A ISIN: 31428X CL8 / US31428XCL82

Regulation S CUSIP / Regulation S ISIN: U31520 AM8 / USU31520AM86

A-68

The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of and premium, if any, and interest on any Notes of this series on behalf of the Company and having an office or agency in New York, New York and in such other cities, if any, as the Company may designate in writing to the Trustee (the “Place of Payment”) where Notes of this series may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to Notes of this series may be served. The Company has initially appointed U.S. Bank Trust Company, National Association as such Paying Agent.

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.900% Notes due 2034 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-69

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:
By:
Name:
Title:

A-70

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-71

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.900% Notes due 2034

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$351,518,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

The Company may redeem the Notes of this series at the Company’s option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-72

Treasury securities with a maturity date equally distant from the Stated Maturity Date, one with a maturity date preceding the Stated Maturity Date and one with a maturity date following the Stated Maturity Date, the Company shall select the United States Treasury security with a maturity date preceding the Stated Maturity Date. If there are two or more United States Treasury securities maturing on the Stated Maturity Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Notes or portions of the Notes of this series called for redemption.

A-73

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-74

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-75

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-76

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated:_________________________

Notice: To be executed by an executive officer

A-77

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.900% Notes due 2034

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-78

Exhibit A-7

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-79

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]⁷

FEDEX CORPORATION

3.900% Notes due 2035

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on February 1, 2035 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 3.900% Notes due 2035 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 3.900% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 15 and July 15 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

⁷	Rule 144A CUSIP / Rule 144A ISIN: 31428X CM6 / US31428XCM65

Regulation S CUSIP / Regulation S ISIN: U31520 AN6 / USU31520AN69

A-80

The Company will at all times appoint and maintain a Paying Agent (which may be the Trustee) authorized by the Company to pay the principal of and premium, if any, and interest on any Notes of this series on behalf of the Company and having an office or agency in New York, New York and in such other cities, if any, as the Company may designate in writing to the Trustee (the “Place of Payment”) where Notes of this series may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to Notes of this series may be served. The Company has initially appointed U.S. Bank Trust Company, National Association as such Paying Agent.

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 3.900% Notes due 2035 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-81

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-82

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-83

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

3.900% Notes due 2035

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$391,912,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-84

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-85

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-86

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-87

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-88

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated:_________________________

Notice: To be executed by an executive officer

A-89

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 3.900% Notes due 2035

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ____________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated:___________________

A-90

Exhibit A-8

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-91

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]⁸

FEDEX CORPORATION

3.250% Notes due 2041

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on May 15, 2041 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 3.250% notes due 2041 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 3.250% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding May 1 and November 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

⁸	Rule 144A CUSIP / Rule 144A ISIN: 31428X CN4 / US31428XCN49

Regulation S CUSIP / Regulation S ISIN: U31520 AP1 / USU31520AP18

A-92

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 3.250% Notes due 2041 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-93

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-94

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-95

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

3.250% Notes due 2041

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$619,635,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means November 15, 2040 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-96

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-97

A-98

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-99

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in

Outstanding

Principal Amount

New

Balance

Notation Made by

A-100

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-101

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-102

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 3.250% Notes due 2041

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-103

Exhibit A-9

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-104

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]⁹

FEDEX CORPORATION

3.875% Notes due 2042

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on August 1, 2042 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 3.875% Notes due 2042 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 3.875% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 15 and July 15 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

⁹	Rule 144A CUSIP / Rule 144A ISIN: 31428X CP9 / US31428XCP96

Regulation S CUSIP / Regulation S ISIN: U31520 AQ9 / USU31520AQ90

A-105

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 3.875% Notes due 2042 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-106

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-107

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-108

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

3.875% Notes due 2042

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$444,611,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-109

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-110

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-111

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-112

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-113

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-114

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 3.875% Notes due 2042

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-115

Exhibit A-10

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-116

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁰

FEDEX CORPORATION

4.100% Notes due 2043

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on April 15, 2043 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.100% Notes due 2043 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.100% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding April 1 and October 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁰	Rule 144A CUSIP / Rule 144A ISIN: 31428X CQ7 / US31428XCQ79

Regulation S CUSIP / Regulation S ISIN: U31520 AR7 / USU31520AR73

A-117

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.100% Notes due 2043 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-118

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-119

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-120

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.100% Notes due 2043

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$391,769,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-121

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-122

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-123

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-124

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-125

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-126

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.100% Notes due 2043

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-127

Exhibit A-11

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-128

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹¹

FEDEX CORPORATION

5.100% Notes due 2044

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on January 15, 2044 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 5.100% Notes due 2044 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 5.100% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 1 and July 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹¹	Rule 144A CUSIP / Rule 144A ISIN: 31428X CR5 / US31428XCR52

Regulation S CUSIP / Regulation S ISIN: U31520 AS5 / USU31520AS56

A-129

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 5.100% Notes due 2044 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-130

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-131

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-132

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

5.100% Notes due 2044

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$541,689,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis point, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-133

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-134

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-135

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-136

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-137

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-138

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 5.100% Notes due 2044

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-139

Exhibit A-12

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-140

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹²

FEDEX CORPORATION

4.100% Notes due 2045

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on February 1, 2045 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.100% Notes due 2045 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.100% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 15 and July 15 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹²	Rule 144A CUSIP / Rule 144A ISIN: 31428X CS3 / US31428XCS36

Regulation S CUSIP / Regulation S ISIN: U31520 AT3 / USU31520AT30

A-141

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.100% Notes due 2045 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-142

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-143

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-144

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.100% Notes due 2045

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$503,830,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-145

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-146

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-147

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-148

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-149

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-150

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.100% Notes due 2045

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-151

Exhibit A-13

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-152

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹³

FEDEX CORPORATION

4.750% Notes due 2045

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on November 15, 2045 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.750% Notes due 2045 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.750% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding May 1 and November 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹³	Rule 144A CUSIP / Rule 144A ISIN: 31428X CT1 / US31428XCT19

Regulation S CUSIP / Regulation S ISIN: U31520 AU0 / USU31520AU03

A-153

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.750% Notes due 2045 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-154

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-155

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-156

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.750% Notes due 2045

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$913,438,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means May 15, 2045 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-157

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-158

A-159

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-160

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-161

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-162

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-163

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.750% Notes due 2045

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-164

Exhibit A-14

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-165

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁴

FEDEX CORPORATION

4.550% Notes due 2046

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on April 1, 2046 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.550% Notes due 2046 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.550% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding March 15 and September 15 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁴	Rule 144A CUSIP / Rule 144A ISIN: 31428X CU8 / US31428XCU81

Regulation S CUSIP / Regulation S ISIN: U31520 AV8 / USU31520AV85

A-166

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.550% Notes due 2046 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-167

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-168

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-169

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.550% Notes due 2046

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$1,007,069,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means October 1, 2045 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-170

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-171

A-172

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-173

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding
Principal Amount

New

Balance

Notation Made
by

A-174

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-175

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-176

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.550% Notes due 2046

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-177

Exhibit A-15

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-178

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁵

FEDEX CORPORATION

4.400% Notes due 2047

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on January 15, 2047 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.400% Notes due 2047 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.400% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 1 and July 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁵	Rule 144A CUSIP / Rule 144A ISIN: 31428X CV6 / US31428XCV64

Regulation S CUSIP / Regulation S ISIN: U31520 AW6 / USU31520AW68

A-179

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.400% Notes due 2047 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-180

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-181

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-182

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.400% Notes due 2047

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$604,653,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means July 15, 2046 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-183

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-184

A-185

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-186

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-187

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-188

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-189

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.400% Notes due 2047

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated .


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-190

Exhibit A-16

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-191

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁶

FEDEX CORPORATION

4.050% Notes due 2048

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on February 15, 2048 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.050% Notes due 2048 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.050% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding February 1 and August 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁶	Rule 144A CUSIP / Rule 144A ISIN: 31428X CW4 / US31428XCW48

Regulation S CUSIP / Regulation S ISIN: U31520 AX4 / USU31520AX42

A-192

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.050% due 2048 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-193

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-194

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
Authorized Signatory

Dated:

A-195

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.050% Notes due 2048

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$743,435,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means August 15, 2047 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-196

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-197

A-198

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-199

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-200

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-201

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-202

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.050% Notes due 2048

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-203

Exhibit A-17

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-204

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁷

FEDEX CORPORATION

4.950% Notes due 2048

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on October 17, 2048 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.950% Notes due 2048 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on April 17 and October 17 of each year, commencing April 17, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.950% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding April 2 and October 2 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁷	Rule 144A CUSIP / Rule 144A ISIN: 31428X CX2 / US31428XCX21

Regulation S CUSIP / Regulation S ISIN: U31520 AY2 / USU31520AY25

A-205

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.950% Notes due 2048 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

If any Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein falls on a day that is not a Business Day, principal, premium, if any, and/or interest payable with respect to such Interest Payment Date or the Stated Maturity Date, or such date of earlier redemption or repurchase, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be. “Business Day” means any day other than Saturday, Sunday or other day on which banking institutions in New York or Tennessee are obligated or authorized by law to close.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-206

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:


Attest:

By:
Name:
Title:

A-207

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-208

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.950% Notes due 2048

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$696,469,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means April 17, 2048 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-209

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-210

A-211

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-212

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-213

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-214

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-215

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.950% Notes due 2048

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-216

Exhibit A-18

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-217

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁸

FEDEX CORPORATION

5.250% Notes due 2050

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on May 15, 2050 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 5.250% Notes due 2050 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 5.250% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding May 1 and November 1 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁸	Rule 144A CUSIP / Rule 144A ISIN: 31428X CY0 / US31428XCY04

Regulation S CUSIP / Regulation S ISIN: U31520 AZ9 / USU31520AZ99

A-218

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 5.250% Notes due 2050 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-219

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:

Attest:

By:
Name:
Title:

A-220

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-221

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

5.250% Notes due 2050

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$1,047,658,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes of this series to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means November 15, 2049 (six months prior to the Stated Maturity Date).

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-222

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-223

A-224

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-225

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-226

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-227

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-228

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 5.250% Notes due 2050

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-229

Exhibit A-19

[FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

A-230

(1)	Applies to Global Notes only.

(2)	Applies to Rule 144A Notes only.

(3)	Applies to Regulation S Notes only.

(4)	Applies to Notes in definitive form only.


No. [•]		CUSIP No. [ ]¹⁹

FEDEX CORPORATION

4.500% Notes due 2065

Guaranteed as to Payment of Principal, Premium, if any, and Interest by the Guarantors named in the Indenture

Referred to Below

FedEx Corporation, a Delaware corporation (the “Company,” which term includes any successor Corporation under the Indenture), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[ ], or such other principal sum as may be indicated on the Schedule of Changes in Outstanding Principal Amount attached hereto, on February 1, 2065 (the “Stated Maturity Date”) and to pay interest thereon from the most recent date to which interest has been paid or duly provided for by the Company on the 4.500% Notes due 2065 issued by the Company that were accepted in the Exchange Offers, or from the most recent “Interest Payment Date” to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2025, and ending on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, at the rate of 4.500% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, dated as of October 23, 2015, among the Company, the Guarantors referred to in the Indenture and U.S. Bank Trust Company, National Association (as successor trustee to Wells Fargo Bank, National Association) as Trustee (the “Trustee,” which term includes any successor trustee pursuant to the Indenture), as supplemented by Supplemental Indenture No. 15 dated as of February 26, 2025 (“Supplemental Indenture No. 15”), among the Company, the Guarantors named therein and the Trustee (as so amended and supplemented, the “Indenture”), be paid to the Person in whose name this Note is registered at the close of business on the “Regular Record Date” for such interest, which shall be the preceding January 15 and July 15 (whether or not a Business Day (as defined herein)), respectively. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

¹⁹	Rule 144A CUSIP / Rule 144A ISIN: 31428X CZ7 / US31428XCZ78

Regulation S CUSIP / Regulation S ISIN: U31520 BA3 / USU31520BA30

A-231

Interest payments on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein will include interest accrued from and including the most recent Interest Payment Date to which interest has been paid or duly provided for (or from and including the most recent date to which interest has been paid or duly provided for by the Company on the 4.500% Notes due 2065 issued by the Company that were accepted in the Exchange Offers, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or date of earlier redemption or repurchase as contemplated herein, as the case may be.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-232

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


FEDEX CORPORATION

By:
Name:
Title:


Attest:

By:
Name:
Title:

A-233

Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

A-234

[FORM OF REVERSE OF SECURITY]

FEDEX CORPORATION

4.500% Notes due 2065

This Note is one of a duly authorized issue of notes of the Company (herein called the “Notes”), issued pursuant to the Indenture. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to US$213,040,000, except as contemplated in Supplemental Indenture No. 15. Capitalized terms used herein and in the Guarantee, dated February 26, 2025, but not defined herein have the meanings ascribed to such terms in the Indenture.

The Notes of this series are not subject to any sinking fund.

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, less (b) interest accrued to the date of redemption, and

(2)

100% of the principal amount of the Notes of this series to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to the Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Stated Maturity Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

A-235

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

If a “tax event” (as defined in Supplemental Indenture No. 15) occurs with respect to the Notes of this series, the Company may redeem the Notes of this series, at the Company’s option, in whole, but not in part, at any time upon a notice of redemption delivered within 90 days following the occurrence of such tax event, at a Redemption Price equal to 100% of the principal amount of the Notes of this series being redeemed, plus interest accrued to the date of redemption on the principal balance of the Notes of this series being redeemed.

Holders of the Notes of this series to be redeemed will receive written notice mailed or electronically delivered (or otherwise delivered in accordance with the applicable procedures of the Depositary) at least 30 days, but no more than 60 days, before the date of redemption. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Notes of this series called for redemption.

A-236

A-237

This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-238

SCHEDULE OF CHANGES IN OUTSTANDING PRINCIPAL AMOUNT

The following notations in respect of changes in the outstanding principal amount of this Note have been made:

Date

Initial Principal Amount

Change in Outstanding

Principal Amount

New

Balance

Notation Made

A-239

FORM OF TRANSFER CERTIFICATE

CHECK ONE BOX BELOW

(1) ☐ to the Company; or

(2) ☐ pursuant to an effective registration statement under the Securities Act; or

(4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or

(5) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirement of the Securities Act.

Signature

A-240

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

Signature

Dated: _________________________

Notice: To be executed by an executive officer

A-241

FORM OF EXCHANGE CERTIFICATE

FedEx Corporation

942 South Shady Grove Road

Memphis, Tennessee 38120

U.S. Bank Trust Company, National Association

Global Corporate Trust, Boston

One Federal Street

Boston, MA 02110

EX-MA-FED

Re: 4.500% Notes due 2065

This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated ______________________.


[Insert Name of Transferor]

By:
Name:
Title:

Dated: ___________________

A-242

EXHIBIT B

FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS PURSUANT TO REGULATION S

[Date]

Attention:

Re:

FedEx Corporation (the “Company”)

[applicable series of Notes] (the “Securities”)

Ladies and Gentlemen:

In connection with our proposed sale of $______________ aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) the offer of the Securities was not made to a person in the United States;

(2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised the transferee of the transfer restrictions applicable to the Securities.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.


Very truly yours,

[Name of Transferor]

By:
		Authorized Signature

B-1