-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O1vCTexI0SVXKWw2gbBv+Baj8c2vlR2OyB7MXlUcZjWVHTMsqATWigSwYiEkAop6 MLGAMCXHrkPeZotyhH9GBw== 0000912057-96-008796.txt : 19960513 0000912057-96-008796.hdr.sgml : 19960513 ACCESSION NUMBER: 0000912057-96-008796 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960510 EFFECTIVENESS DATE: 19960529 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL EXPRESS CORP CENTRAL INDEX KEY: 0000230211 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 710427007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03443 FILM NUMBER: 96559223 BUSINESS ADDRESS: STREET 1: 2005 CORPORATE AVE CITY: MEMPHIS STATE: TN ZIP: 38132 BUSINESS PHONE: 9013693600 MAIL ADDRESS: STREET 1: 2005 CORPORATE AVE CITY: MEMPHIS STATE: TN ZIP: 38132 S-8 1 FORM S-8 Registration Statement No. 33-________________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FEDERAL EXPRESS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 71-0427007 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2005 Corporate Avenue Memphis, Tennessee 38132 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) FEDERAL EXPRESS CORPORATION 1995 STOCK INCENTIVE PLAN (FULL TITLE OF THE PLAN) KENNETH R. MASTERSON Executive Vice President, General Counsel and Secretary Federal Express Corporation 1980 Nonconnah Boulevard Memphis, Tennessee 38132 (NAME AND ADDRESS OF AGENT FOR SERVICE) (901) 395-3388 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Approximate date of commencement of proposed sale to employees: from time to time after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER UNIT (1) OFFERING PRICE FEE - ---------------------------------------------------------------------------------------------- Common Stock, par value 1,500,000 $77.0625 $115,593,750 $39,859.91 $.10 per share shares - ---------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------
(1) Based upon the average of the high and low prices of the Common Stock reported on the New York Stock Exchange as of May 8, 1996. THIS DOCUMENT CONSTITUTES PART OF A COMBINED PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. FEDERAL EXPRESS CORPORATION 2005 CORPORATE AVENUE MEMPHIS, TENNESSEE 38132 (901) 395-3382 COMMON STOCK (PAR VALUE $.10 PER SHARE) 1995 STOCK INCENTIVE PLAN 1,500,000 SHARES 1993 STOCK INCENTIVE PLAN 1,500,000 SHARES 1989 STOCK INCENTIVE PLAN 1,500,000 SHARES 1987 STOCK INCENTIVE PLAN 1,500,000 SHARES 1984 STOCK INCENTIVE PLAN 600,000 SHARES 1983 STOCK INCENTIVE PLAN 1,320,000 SHARES 1980 STOCK INCENTIVE PLAN 1,000,000 SHARES MAY 10, 1996 ITEM 1. PLAN INFORMATION GENERAL INFORMATION This document is part of a combined prospectus being delivered by Federal Express Corporation (the "Company") to each participant in the Company's 1980, 1983, 1984, 1987, 1989, 1993 and 1995 Stock Incentive Plans, as amended (the "Plans"), to provide information that will enable participants to make an informed decision regarding investment through the Plans in the common stock of the Company. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy and information statements and other information filed by the Company with the Commission can be inspected, and copies may be obtained at prescribed rates, at the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following Regional Offices of the Commission: Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661- 2511 and New York Regional Office, 7 World Trade Center, New York, New York 10048. Such material can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. This document constitutes a part of a Registration Statement on Form S-8 (together with all amendments and exhibits, herein referred to as the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"). This document does not contain all of the information included in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is made to such Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the common stock of the Company. This document may from time to time be updated by the Company in writing or by including updated information in the Company's Annual Report on Form 10-K, definitive proxy statement or annual report to stockholders. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS PROHIBITED. THE PLANS ARE NOT SUBJECT TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA") AND ARE NOT QUALIFIED OR INTENDED TO BE QUALIFIED UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE. THE PLANS The Company implemented and the stockholders approved the Plans at the Company's 1980, 1983, 1984, 1987, 1989, 1993 and 1995 annual meetings, respectively, in order to secure and retain employees of outstanding ability, further identify the interests of such employees with the interests of the stockholders, encourage greater stock ownership by, and to provide added incentive to, those employees who shoulder a major portion of the responsibility for the Company's success. The Company expects that it will benefit from the added interest which optionees will have in the welfare of the Company as a result of their ownership or increased ownership of the Company's common stock. The 1993 Plan provides for the automatic grant of non-qualified stock options to purchase 1,000 shares of the Company's common stock immediately following each of the five consecutive annual stockholder meetings beginning with the 1994 meeting to the Company's incumbent directors who are not employees of the Company. Each director elected during the period beginning with the 1994 meeting and ending with the 1998 meeting who is not also an employee of the Company will be granted, upon being elected, a non-qualified stock option to purchase 1,000 shares of the Company's common stock under the 1993 Plan. The Plans provide for the granting of options to purchase for cash an aggregate of not more than 1,000,000, 1,320,000, 600,000, 1,500,000, 1,500,000, 1,500,000 and 1,500,000 shares, respectively, (after giving effect to two-for-one stock splits effected in the form of 100% stock dividends in October 1980 and 1983) of the Company's 3 common stock to the eligible participants. However, no person may be granted options for more than 200,000 shares during any fiscal year under the 1995 Plan. The shares used by the Plans may consist, in whole or in part, of unissued shares or treasury shares; therefore, shares that are authorized but unissued have been reserved for issuance upon exercise of options granted. All of the options are subject to the terms, conditions and restrictions set forth in the applicable Plan and option agreement. ADMINISTRATION AND ELIGIBILITY The 1980, 1983, 1984, 1987, 1989 and 1993 Plans are administered by the Compensation Committee (the "Committee") of the Company's Board of Directors. The 1995 Plan is administered by those members, not less than two, of the Committee each of whom is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and a "disinterested person" as defined in Rule 16b-3 of the General Rules and Regulations under the Exchange Act. The Committee is comprised of Robert H. Allen, Ralph D. DeNunzio, J. R. Hyde, III, Charles T. Manatt and Jackson W. Smart, Jr., who serve at the discretion of the Board of Directors and until their respective successors are elected and qualified. These individuals stand for election to the Board every three years. The address of the Committee is c/o General Counsel, Federal Express Corporation, P. O. Box 727, Memphis, Tennessee 38194-1842. Outside directors in the case of the 1993 Plan, and the Company's key employees, including officers, who are from time to time responsible for the management, growth and protection of the business of the Company and its subsidiaries, are eligible to be granted options under the Plans. The employees who receive options will be selected from time to time by the Committee, in its sole discretion, from those eligible. The Committee will determine, in its sole discretion, the type of options and the number of shares to be awarded to an optionee (not to exceed 200,000 shares during any fiscal year under the 1995 Plan) as well as set the terms, conditions and provisions of the options consistent with the terms of the Plans and interpret the Plans and the options granted thereunder. Except for the automatic grant of options under the 1993 Plan to directors, members of the Committee and directors of the Company are not eligible to participate in the Plans. TERMS AND CONDITIONS Since the options are granted as incentives, no cash consideration is received for the granting of the option. However, payment in full of the option price must be made upon exercise of the option. Payment must be in the form of a cashier's or certified check or wire transfer payable to the Company. The option price per share for options granted is determined by the Committee, but is never less than 100% of the fair market value of the stock on the date the option is granted. In addition, the 1995 Plan does not permit repricing of options. Options may not be granted under the Plans after the tenth anniversary date of Board of Directors' approval of such plans. However, options granted prior to such date may extend beyond that date. Any plan may be discontinued by the Board of Directors, but no such termination will impair any options granted prior thereto. Options under the Plans may not be exercised later than ten years after the date of grant. In addition, no option may be exercised until the employee has remained in the continuous employment of the Company or its subsidiaries for one year after the grant, except as provided below. If an optionee's employment by the Company or a subsidiary (or directorship in the case of the 1989 and 1993 Plans) terminates by reason of the optionee's retirement, the optionee's option may thereafter be exercised to the extent to which it was exercisable at the time of the optionee's retirement but may not be exercised after the expiration of the period of twelve months from the date of such termination of employment (or directorship in the case of the 1989 and 1993 Plans) or of the stated period of the option, whichever period is the shorter. If an optionee's employment (or directorship in the case of the 4 1989 and 1993 Plans) terminates by reason of permanent disability, the optionee's option may thereafter be exercised in full (except that in the case of the 1995 Plan, no options may be exercised less than six months from the date of grant) but may not be exercised after the expiration of the period of twelve months from the date of such termination of employment (or directorship in the case of the 1989 and 1993 Plans) or of the stated period of the option, whichever period is shorter. If the optionee dies within a period of twelve months after termination of employment (or directorship in the case of the 1989 and 1993 Plans) by reason of retirement or permanent disability, any unexercised option, to the extent to which it was exercisable at the time of the optionee's death, may thereafter be exercised by the legal representative of the estate or by the legatee of the option under a last will for a period of twelve months from the date of the optionee's death or the expiration of the stated period of the option, whichever period is shorter. If an optionee's employment (or directorship in the case of the 1989 and 1993 Plans) terminates by reason of the optionee's death, the optionee's option may thereafter be exercised in full by the legal representative of the estate or by the legatee of the option under a last will for a period of twelve months from the date of death or the expiration of the stated period of the option, whichever period is shorter. Should an optionee's employment (or directorship in the case of the 1989 and 1993 Plans) terminate for any reason other than death, retirement or permanent disability, the optionee's option is automatically terminated. During the optionee's lifetime, the option is only exercisable by the optionee or the optionee's duly appointed legal representative. The option by its terms is personal and not transferable by the optionee other than by will or the laws of descent and distribution. In the event of a change in control of the Company, each holder of an unexpired option under any of the Plans becomes entitled to exercise such option in whole or in part without regard to the date that such option would first be exercisable, except no option may be exercised less than six months from the date of grant. This right will continue, with respect to any holder whose employment with the Company or subsidiary (or directorship in the case of the 1993 Plan) terminates following a change in control, for a period ending on the earlier of the date of expiration of such option or twelve months after termination of employment (or directorship in the case of the 1993 Plan). AMENDMENTS The Board of Directors may discontinue any of the Plans and the Committee may amend the same from time to time, but no amendment or discontinuation can be made which, without the approval of the stockholders, would: (i) increase the total shares reserved for the Plans; (ii) decrease the price of an option granted under the Plans to less than 100% of the fair market value of the common stock on the date of grant; (iii) extend the duration of any of the Plans; (iv) change the classes of employees eligible to receive awards under the 1995 Plan; (v) increase the maximum number of options which may be granted to an optionee under the 1995 Plan; (vi) decrease the period in which no option will be exercisable to less than one year under the 1995 Plan; or (vii) modify the provisions of options granted to outside directors under the 1989 and 1993 Plans. Notwithstanding the above, the provisions of options granted to outside directors under the 1989 and 1993 Plans may not be amended more than once every six months, other than to comply with changes in the tax laws. The 1987, 1989, 1993 and 1995 Plans provide that if the Committee, after consulting with management of the Company, determines that application of an accounting standard in compliance with any statement issued by the Financial Accounting Standards Board concerning the treatment of employee stock options would have a significant adverse effect on the Company's financial statements because options granted before issuance of such statement are then outstanding, then the Committee in its absolute discretion may cancel and revoke all outstanding options to which such adverse effect is attributed and the holders of such options shall have no further rights in respect thereof. Cancellation and revocation will be effective upon written notice by the Committee to the holders of such options. 5 LOANS TO OPTIONEES The Company may make interest-free demand loans to holders of non-qualified stock options for the purpose of exercising such options and enabling optionees to pay any tax liability associated with such exercise. The loans must be fully secured by shares of the Company's common stock and in any event must be repaid upon the termination of the optionee's employment (or directorship in the case of the 1989 and 1993 Plans) for any reason. Neither the Plans, or any contracts in connection therewith, permit any person to have or to create a lien on any funds, securities or other property held under the Plans. OTHER INFORMATION At the time an option is granted, each optionee is furnished a copy of the text of the plan under which such option is granted, as well as a copy of the applicable stock option agreement and other applicable documents. As of May 1, 1996, there were 526 employees and directors participating in the Plans. The 1995 Plan is intended to comply with all applicable conditions of Rule 16b-3 of the General Rules and Regulations under the Exchange Act. All transactions involving the Company's executive officers are subject to such conditions, regardless of whether the conditions are expressly set forth in the 1995 Plan. Any provision of the 1995 Plan that is contrary to a condition of Rule 16b-3 will not apply to executive officers of the Company. BASIC FEDERAL INCOME TAX CONSEQUENCES The Company has been advised by its counsel that under current federal income tax law, the options granted under the Plans have the following income tax consequences: DESIGNATION OF OPTIONS AS INCENTIVE STOCK OPTIONS The Committee may, in its discretion, designate all or a portion of an option granted under the Plans as an "incentive stock option," as defined in Section 422 of the Code, subject to the limitations contained in the Code. Any option that is not so designated by the Committee will be treated as a non-qualified stock option. The Plans provide that incentive stock options granted before January 1, 1987 must be exercised in the order granted. This is the "sequencing rule" and is included in the Plans so optionees are benefited by the tax-favored status afforded pre-1987 incentive stock options. Incentive stock options granted after December 31, 1986, however, are not required to be exercised in the order granted, and the existence of unexercised pre-1987 incentive stock options will not prevent any optionee from exercising post-1986 incentive stock options. OPTIONS Neither the grant nor the exercise of an incentive stock option results in the recognition of income (for federal income tax purposes) by the optionee or any tax deduction to the Company. However, upon disposition of stock held pursuant to the exercise of an incentive stock option, the excess of the sale price over the exercise price will qualify as a capital gain provided the optionee does not dispose of the stock for at least two years from the date the option was granted and holds the stock for at least one year after the date of exercise of the option. If the optionee disposes of stock acquired through an incentive stock option exercise within two years of the date of grant or within one year of the date of exercise of the incentive stock option, the optionee must include, in the year of the disqualifying sale, the gain realized on the disposition as ordinary income to the extent of the lesser of (i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the sale price minus 6 the exercise price. The Company will be entitled to a deduction in the same amount. The excess, if any, of the sale price over the sum of the exercise price and the amount taxed as ordinary income may qualify as capital gain. If the optionee exercises an incentive stock option more than three months after the optionee's termination of employment due to retirement, such exercise will be treated as an exercise of a non-qualified stock option and ordinary income will be recognized. Non-qualified options are taxed under Section 83 of the Code which provides that property transferred in connection with the performance of services will be taxed in the year in which the property either becomes transferable or is no longer subject to a risk of forfeiture. In general, the granting of a non-qualified stock option under the Plans will not result in the recognition of taxable income to the optionee or any tax deduction to the Company. However, upon the exercise of such option, the excess of the market value of the stock acquired over its exercise price is taxable to the optionees as ordinary income and is generally deductible by the Company. Ordinary income recognized upon the exercise of a non-qualified option is treated as a supplemental wage payment and is subject to both income tax and FICA withholding. At the end of each month, the Company calculates the compensation recognized upon the exercise of non-qualified options and determines the amount of income tax and FICA withholding for each optionee. The federal income tax withholding rate is 28%. The FICA rate is 7.65% (6.2% for Social Security and 1.45% for Medicare taxes). The 6.2% portion of FICA applies to the extent the optionee's income on the date of exercise does not exceed the statutorily imposed limit ($62,700 in 1996). The 1.45% portion of FICA applies to all income. The Company pays the withholding taxes to the IRS, and the state revenue departments as applicable. The optionee subsequently reimburses the Company for the withholding amounts paid by the Company. Notwithstanding the foregoing, Section 162(m) of the Code limits deductibility by the Company of certain compensation for the chief executive officer and the four other highest paid executive officers to $1,000,000 per year, unless certain requirements are met. The Company believes the 1995 Plan complies with Section 162(m); and accordingly, compensation recognized by the five highest paid executive officers under the 1995 Plan will qualify for appropriate tax deductions. The Company's 1980, 1983, 1984 and 1987 Plans also comply with Section 162(m) because of the Section 162(m) transition rules. The 1989 and 1993 Plans are covered by the transition rules but only until the Company's first annual meeting held after December 31, 1996. Compensation received by five the highest paid executive officers under the 1989 and 1993 Plans after such meeting will be subject to the $1,000,000 deductibility limit. ALTERNATIVE MINIMUM TAX Although no income is recognized for regular income tax purposes upon the grant or exercise of an incentive stock option, the difference between the exercise price of the incentive stock option and the value of the stock on the date of exercise is a "tax preference item" for determining the applicability of the alternative minimum tax with respect to a particular taxpayer. Due to the complexity of this area of the tax law as it applies to any particular individual's situation, optionees are urged to seek professional tax advice if they plan to exercise incentive stock options. STOCK OPTION LOANS Optionees planning to request an interest-free demand loan to exercise their non-qualified stock options should consider the tax consequences associated with such loans. The loans are below-market interest loans for federal income tax purposes because interest on the loans is payable at a rate less than the statutorily prescribed applicable federal rate ("AFR"). Most below-market demand loans are recharacterized as arm's length transactions in which the lender (the Company) is deemed to have made a payment to the borrower (the optionee) equal to the "foregone interest" or the amount of interest waived by the lender. This deemed payment will be treated as additional wages paid to the optionee and subject to withholding as discussed above. The borrower is generally treated as transferring the foregone interest back to the lender, thereby generating interest income for the lender and interest expense for the borrower. Foregone interest is the amount of interest that would have been payable on the loan if interest had accrued at the AFR and was payable annually. The imputed payment is treated as income to the borrower. 7 If an optionee receives interest-free loans from the Company aggregating in excess of $10,000 in connection with the exercise of options under any of the Plans, the optionee will recognize income in an amount equal to the foregone interest with a corresponding investment interest expense of the same amount. Investment interest expense may be deductible by the optionee subject to the limitations on the deductibility of investment interest imposed by Section 163(d) of the Code (i.e., a noncorporate taxpayer's deduction for investment interest is limited to the amount of the taxpayer's net investment income). Net investment income is the excess of investment income over investment expenses. Investment income is the sum of interest, dividends, rents, royalties, net capital gains and the like on the disposition of property held for investment. Investment expenses include any expense (other than investment interest) for which a deduction is allowable in connection with the production of investment income. Investment income and expenses do not include any items taken into account in computing income or loss from a passive activity. In addition, the legislative history of the 1986 Tax Reform Act directs that deductible investment expenses are those allowed after application of the two percent adjusted-gross-income floor for deduction of miscellaneous expenses. Investment interest that is disallowed because of the investment interest limitation carries forward and is treated as investment interest paid in the succeeding taxable year and is deductible to the extent of the limitation in the carryover year. BECAUSE THE TAX RULES DISCUSSED ABOVE DO NOT PURPORT TO ADDRESS EVERY SITUATION WHICH MAY RESULT IN TAXATION, OPTIONEES SHOULD CONTACT THEIR OWN TAX ADVISERS IF THEY HAVE QUESTIONS. ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The documents listed in (a) through (c) below and incorporated by reference into Item 3 of Part II of the Registration Statement with respect to the 1995 Plan and all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby incorporated by reference in this combined Section 10(a) prospectus and made a part hereof from the date of filing such documents. (a) The Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995 filed on August 5, 1995 pursuant to Section 13 or 15(d) of the Exchange Act. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's annual report referred to in (a) above. (c) The description of the securities contained in the Company's registration statement on Form 8-A filed with the Commission on December 15, 1978 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. Copies of the above mentioned documents incorporated by reference into Item 3 of Part II of the Registration Statement, and incorporated by reference into this combined Section 10(a) prospectus, are available to participants without charge, upon request. Requests for such copies should be directed to: Shirlee Clark, Manager - Media Relations, Federal Express Corporation, by mail at Box 727, Memphis, Tennessee 38194-1850, or by telephone at (901) 395-3490. Any other documents required to be delivered to employees pursuant to Rule 428(b) are available in the same manner. If participants have questions concerning their individual accounts or need copies of the Plans, they should contact the Legal Department, by mail at Box 727, Memphis, Tennessee 38194-1842, or by telephone at (901) 395-3382. 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference and made a part hereof. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1995 filed on August 5, 1995 pursuant to Section 13(a) or 15(d) of the Exchange Act; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's annual report referred to in (a) above. (c) The description of the securities contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on December 15, 1978 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of common stock registered hereunder has been passed on for the Registrant by George W. Hearn, Vice President - Law of the Company. At May 2, 1996, Mr. Hearn owned zero shares of the Registrant's common stock and held options to purchase 15,800 shares of such common stock. Of the options granted, 3,750 were vested at such date. The consolidated financial statements and schedules of the Registrant included or incorporated by reference in the Registrant's Annual Report on Form 10-K for the year ended May 31, 1995 and incorporated by reference herein, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said reports. With respect to the unaudited interim financial information for the quarters ended August 31, 1995, November 30, 1995 and February 29, 1996, included in the Company's Quarterly Reports on Form 10-Q for such periods, which are incorporated by reference in this Registration Statement, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports thereon state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on that information should be restricted in light of the limited nature of the review procedures applied. In addition, the accountants are not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of this Registration Statement, prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (a) Reference is made to Section 145 of the Delaware General Corporation Law ("DGCL") as to indemnification by the Registrant of officers and directors. II-1 (b) Section 13 of Article III of the by-laws of the Registrant provides for indemnification of directors as follows: Section 13. The corporation shall indemnify to the full extent authorized or permitted by the General Corporation Law of the State of Delaware any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he, his testator or intestate is or was a director of the corporation or serves or served as a director, officer, employee or agent of any other enterprise at the request of the corporation. Section 18 of Article V of the by-laws of the Registrant provides for indemnification of officers as follows: Section 18. The corporation shall indemnify to the full extent authorized or permitted by the General Corporation Law of the State of Delaware any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he, his testator or intestate is or was an officer or Managing Director of the corporation or serves or served as a director, officer, employee or agent of any other enterprise at the request of the corporation. (c) The Registrant has also entered into an indemnification agreement with each of its directors based on the sections of the DGCL that recognize the validity of additional indemnity rights granted by agreement. The indemnification agreement alters or clarifies the statutory indemnity with respect to the Registrant's directors in the following respects: (i) indemnity is explicitly provided for settlements, fines and judgments in derivative actions to the maximum extent permitted by Delaware law, (ii) prompt payment of expenses is provided in advance of indemnification, provided the director undertakes to repay such amount if it is finally determined the director is not entitled to be indemnified and (iii) indemnification for all matters involving a director as a party by reason of the person being a director unless the person violates the law or the person's conduct is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Therefore, a director who has entered into the indemnification agreement will be entitled to indemnification automatically according to its terms without prior independent review of such director's conduct and approval of the indemnification payment by either disinterested directors, independent counsel or the stockholders. Certain of the provisions of the indemnification agreement have not been tested in court and remain subject to public policy considerations with respect to their enforceability. The Registrant has been advised that indemnification of a judgment or amounts paid in settlement in a derivative suit may be contrary to public policy in the State of Delaware. Because substantial uncertainty exists as to the validity of such payments, the Registrant will not make an indemnification payment for fines, judgments or amounts paid in settlement in a derivative suit without first obtaining an opinion of independent counsel that such payment is permitted under Delaware law. (d) The Registrant has purchased insurance designed to protect the Registrant and its directors and officers against losses arising from certain claims, including claims under the Securities Act. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------- ----------------------- 4.1 Certain provisions of Registrant's Restated Certificate of Incorporation, as amended, relating to the Common Stock and defining the rights of security holders. (Filed as Exhibit 3.1 to Registrant's 1995 Third Quarter Report on Form 10-Q, Commission File No. 1-7806, and incorporated herein by reference). 5.1 Opinion of George W. Hearn, Vice President - Law, of Registrant regarding legality. II-2 15.1 Letter of Arthur Andersen LLP, independent public accountants. 23.1 Consent of George W. Hearn (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP, independent public accountants. 24.1 Powers of Attorney. 99.1 1995 Stock Incentive Plan. (Filed as Exhibit A to Registrant's 1995 Definitive Proxy Statement, Commission File No. 1-7806, and incorporated herein by reference.) 99.2 1995 Stock Incentive Plan Stock Option Agreement. ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement (Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum, aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.); (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-3 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Memphis, State of Tennessee, on this 10th day of May 1996. FEDERAL EXPRESS CORPORATION (REGISTRANT) By: /s/ JAMES S. HUDSON ------------------------ James S. Hudson VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE CAPACITY DATE --------- -------- ---- /s/ FREDERICK W. SMITH* Chairman of the Board, President, - -------------------------- Chief Executive Officer Frederick W. Smith (Principal Executive Officer) and Director /s/ ALAN B. GRAF, JR.* Executive Vice President and - -------------------------- Chief Financial Officer Alan B. Graf, Jr. (Principal Financial Officer) /s/ JAMES S. HUDSON Vice President and Controller May 10, 1996 - -------------------------- (Principal Accounting Officer) James S. Hudson /s/ ROBERT H. ALLEN* Director - -------------------------- Robert H. Allen /s/ HOWARD H. BAKER, JR.* Director - -------------------------- Howard H. Baker, Jr. /s/ ANTHONY J.A. BRYAN* Director - -------------------------- Anthony J.A. Bryan /s/ ROBERT L. COX* Director - -------------------------- Robert L. Cox /s/ RALPH D. DENUNZIO* Director - -------------------------- Ralph D. DeNunzio /s/ JUDITH L. ESTRIN* Director - -------------------------- Judith L. Estrin SIGNATURE CAPACITY DATE --------- -------- ---- /s/ PHILIP GREER* Director - -------------------------- Philip Greer /s/ J.R. HYDE, III* Director - -------------------------- J.R. Hyde, III /s/ CHARLES T. MANATT* Director - -------------------------- Charles T. Manatt /s/ GEORGE J. MITCHELL* Director - -------------------------- George J. Mitchell /s/ JACKSON W. SMART, JR.* Director - -------------------------- Jackson W. Smart, Jr. /s/ JOSHUA I. SMITH* Director - -------------------------- Joshua I. Smith /s/ PETER S. WILLMOTT* Director - -------------------------- Peter S. Willmott */s/ JAMES S. HUDSON May 10, 1996 - -------------------------- James S. Hudson ATTORNEY-IN-FACT EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 4.1 Certain provisions of Registrant's Restated Certificate of Incorporation, as amended, relating to the Common Stock and defining the rights of security holders. (Filed as Exhibit 3.1 to Registrant's 1995 Third Quarter Report on Form 10-Q, Commission File No. 1-7806, and incorporated herein by reference). 5.1 Opinion of George W. Hearn, Vice President - Law, of Registrant regarding legality. 15.1 Letter of Arthur Andersen LLP, independent public accountants. 23.1 Consent of George W. Hearn (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP, independent public accountants. 24.1 Powers of Attorney. 99.1 1995 Stock Incentive Plan. (Filed as Exhibit A to Registrant's 1995 Definitive Proxy Statement, Commission File No. 1-7806, and incorporated herein by reference.) 99.2 1995 Stock Incentive Plan Stock Option Agreement. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 OPINION RE LEGALITY [COMPANY LETTERHEAD] May 9, 1996 Federal Express Corporation P. O. Box 727 Memphis, TN 38194-1842 Ladies and Gentlemen: I have acted as the Company's counsel in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") pursuant to the Securities Act of 1933, as amended, relating to the offering to certain employees of up to 1,500,000 shares of the Company's Common Stock, par value $.10 per share (the "Shares") pursuant to the Company's 1995 Stock Incentive Plan (the "Plan"). This opinion is being furnished to you in response to Item 601(b)(5) of Regulation S-K and the instructions to Form S-8. I am familiar with the proceedings to date with respect to the Plan and have examined such records, documents and matters of fact as I have considered relevant for purposes of this opinion. I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is duly authorized to carry on the business in which it is engaged. 2. The Shares will be legally issued, fully paid and nonassessable when the Shares are issued and sold pursuant to the terms of the Plan which has been included in the Registration Statement. I do not find it necessary for purposes of this opinion and, accordingly, do not purport to cover herein the application of the "Blue Sky" or securities laws of various states to sales of the Shares. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me under Item 5 "Interests of Named Experts and Counsel" of the Registration Statement. Very truly yours, /s/ GEORGE W. HEARN George W. Hearn Vice President - Law EX-15.1 3 EXHIBIT 15.1 EXHIBIT 15.1 LETTER OF ARTHUR ANDERSEN LLP [Arthur Andersen LLP Letterhead] May 3, 1996 Federal Express Corporation Box 727 Memphis, Tennessee 38194 Ladies and Gentlemen: We are aware that Federal Express Corporation will be incorporating by reference in this Form S-8 Registration Statement its Form 10-Q for the quarters ended August 31, 1995, November 30, 1995 and February 29, 1996, which include our reports dated September 14, 1995, December 13, 1995 and March 13, 1996, respectively, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, those reports are not considered part of this Registration Statement prepared or certified by our firm or reports prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, /s/ ARTHUR ANDERSEN LLP - ------------------------ Arthur Andersen LLP EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our reports dated June 29, 1995, included (or incorporated by reference) in Federal Express Corporation's Form 10-K for the year ended May 31, 1995, and to all references to our firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ----------------------------- Arthur Andersen LLP Memphis, Tennessee May 3, 1996 EX-24.1 5 EXHIBIT 24.1 EXHIBIT 24.1 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November 1995. /s/ ROBERT H. ALLEN ------------------------------ Robert H. Allen STATE OF TEXAS COUNTY OF HARRIS I, Earlene L. Barbeau, a Notary Public in and for the aforesaid State and County, do hereby certify that Robert H. Allen, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ EARLENE L. BARBEAU ------------------------------ NOTARY PUBLIC My Commission Expires: March 8, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November 1995. /s/ HOWARD H. BAKER, JR. ------------------------------ Howard H. Baker, Jr. STATE OF TENNESSEE COUNTY OF SCOTT I, Betty B. Lowe, a Notary Public in and for the aforesaid State and County, do hereby certify that Howard H. Baker, Jr. personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ BETTY B. LOWE ------------------------------ NOTARY PUBLIC My Commission Expires: August 27, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November 1995. /s/ ANTHONY J.A. BRYAN ------------------------------ Anthony J.A. Bryan STATE OF TENNESSEE COUNTY OF SHELBY I, Joyce J. Jones, a Notary Public in and for the aforesaid State and County, do hereby certify that Anthony J.A. Bryan, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ JOYCE J. JONES ------------------------------ NOTARY PUBLIC My Commission Expires: August 12, 1998 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November 1995. /s/ ROBERT L. COX ------------------------------ Robert L. Cox STATE OF TENNESSEE COUNTY OF SHELBY I, Lillian W. Powers, a Notary Public in and for the aforesaid State and County, do hereby certify that Robert L. Cox, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ LILLIAN W. POWERS ------------------------------ NOTARY PUBLIC My Commission Expires: April 29, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of November 1995. /s/ RALPH D. DENUNZIO ------------------------------ Ralph D. DeNunzio STATE OF NEW YORK COUNTY OF NEW YORK I, Pauline E. Kalahele, a Notary Public in and for the aforesaid State and County, do hereby certify that Ralph D. DeNunzio personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ PAULINE E. KALAHELE ------------------------------ NOTARY PUBLIC My Commission Expires: February 28, 1996 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as her true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of December 1995. /s/ JUDITH L. ESTRIN ------------------------------ Judith L. Estrin STATE OF TENNESSEE COUNTY OF SHELBY I, Joyce J. Jones, a Notary Public in and for the aforesaid State and County, do hereby certify that Judith L. Estrin, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that she signed and delivered the foregoing instrument as her free and voluntary act, for the uses and purposes therein set forth. /s/ JOYCE J. JONES ------------------------------ NOTARY PUBLIC My Commission Expires: August 12, 1998 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November 1995. /s/ PHILIP GREER ------------------------------ Philip Greer STATE OF NEW YORK COUNTY OF KINGS I, Kathleen M. Rode, a Notary Public in and for the aforesaid State and County, do hereby certify that Philip Greer, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ KATHLEEN M. RODE ------------------------------ NOTARY PUBLIC My Commission Expires: May 31, 1996 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November 1995. /s/ J. R. HYDE, III ------------------------------ J. R. Hyde, III STATE OF TENNESSEE COUNTY OF SHELBY I, Harry L. Goldsmith, a Notary Public in and for the aforesaid State and County, do hereby certify that J. R. Hyde, III, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ HARRY L. GOLDSMITH ------------------------------ NOTARY PUBLIC My Commission Expires: September 1, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of November 1995. /s/ CHARLES T. MANATT ------------------------------ Charles T. Manatt DISTRICT OF COLUMBIA I, Bernida D. Evans, a Notary Public in and for the aforesaid State and County, do hereby certify that Charles T. Manatt, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ BERNIDA D. EVANS ------------------------------ NOTARY PUBLIC My Commission Expires: November 30, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of November 1995. /s/ GEORGE J. MITCHELL ------------------------------ George J. Mitchell DISTRICT OF COLUMBIA I, June L. Todd, a Notary Public in and for the aforesaid State and County, do hereby certify that George J. Mitchell, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ JUNE L. TODD ------------------------------ NOTARY PUBLIC My Commission Expires: August 31, 1996 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of November 1995. /s/ JACKSON W. SMART, JR. ------------------------------ Jackson W. Smart, Jr. STATE OF ILLINOIS COUNTY OF COOK I, Esperanza Acosta, a Notary Public in and for the aforesaid State and County, do hereby certify that Jackson W. Smart, Jr. personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ ESPERANZA ACOSTA ------------------------------ NOTARY PUBLIC My Commission Expires: February 8, 1997 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of November 1995. /s/ JOSHUA I. SMITH ------------------------------ Joshua I. Smith STATE OF MARYLAND COUNTY OF PRINCE GEORGES I, Gaye P. Cotton, a Notary Public in and for the aforesaid State and County, do hereby certify that Joshua I. Smith, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ GAYE P. COTTON ------------------------------ NOTARY PUBLIC My Commission Expires: April 24, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, a Director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such Director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November 1995. /s/ PETER S. WILLMOTT ------------------------------ Peter S. Willmott STATE OF ILLINOIS COUNTY OF COOK I, Joan L. Noble, a Notary Public in and for the aforesaid State and County, do hereby certify that Peter S. Willmott personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ JOAN L. NOBLE ------------------------------ NOTARY PUBLIC My Commission Expires: March 5, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, the principal executive officer and a director of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint William J. Razzouk, Alan B. Graf, Jr. and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such officer and director, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November 1995. /s/ FREDERICK W. SMITH ------------------------------ Frederick W. Smith STATE OF TENNESSEE COUNTY OF SHELBY I, June Y. Fitzgerald, a Notary Public in and for the aforesaid State and County, do hereby certify that Frederick W. Smith, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ JUNE Y. FITZGERALD ------------------------------ NOTARY PUBLIC My Commission Expires: January 26, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, the principal financial officer of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk and James S. Hudson, and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such officer, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November 1995. /s/ ALAN B. GRAF, JR. ------------------------------ Alan B. Graf, Jr. STATE OF TENNESSEE COUNTY OF SHELBY I, Joyce J. Jones, a Notary Public in and for the aforesaid State and County, do hereby certify that Alan B. Graf, Jr., personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ JOYCE J. JONES ------------------------------ NOTARY PUBLIC My Commission Expires: August 12, 1998 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned, the principal accounting officer of FEDERAL EXPRESS CORPORATION, a Delaware corporation (the "Corporation"), does hereby constitute and appoint Frederick W. Smith, William J. Razzouk and Alan B. Graf, Jr., and each of them, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact and agents, with full power and authority to execute in the name and on behalf of the undersigned as such officer, a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $.10 per share, of the Corporation under its 1995 Stock Incentive Plan and any and all amendments to such Registration Statement whether filed prior or subsequent to the time such Registration Statement becomes effective; and hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of November 1995. /s/ JAMES S. HUDSON ------------------------------ James S. Hudson STATE OF TENNESSEE COUNTY OF SHELBY I, Charleda M. Smith, a Notary Public in and for the aforesaid State and County, do hereby certify that James S. Hudson, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that he signed and delivered the foregoing instrument as his free and voluntary act, for the uses and purposes therein set forth. /s/ CHARLEDA M. SMITH ------------------------------ NOTARY PUBLIC My Commission Expires: October 12, 1999 Doc. 9250 EX-99.2 6 EXHIBIT 99.2 EXHIBIT 99.2 1995 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT PURSUANT TO FEDERAL EXPRESS CORPORATION 1995 STOCK INCENTIVE PLAN A STOCK OPTION for a total of ___________ shares of Common Stock, par value $.10 per share, of Federal Express Corporation, a Delaware corporation (the "Company"), is hereby granted to ______________ (the "Optionee"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's 1995 Stock Incentive Plan (the "Plan"), which is incorporated herein by reference. 1. OPTION PRICE. The option price is $ ____________ for each share, being one hundred percent (100%) of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option. 2. EXERCISE OF OPTION. This Option shall be exercisable in accordance with provisions of Section 6 of the Plan as follows: (i) SCHEDULE OF RIGHTS TO EXERCISE. Twenty percent (20%) after one year from the date of grant; forty percent (40%) after two years; sixty percent (60%) after three years; eighty percent (80%) after four years; and one hundred percent (100%) after five years. (ii) METHOD OF EXERCISE. This Option shall be exercisable by a written notice which shall: (a) state the election to exercise the Option, the number of shares in respect of which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered and the address and Social Security Number of such person (or if more than one, the names, addresses and Social Security Numbers of such persons); (b) contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel; (c) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and (d) be in writing and delivered in person or by first class or interdepartmental mail to the President of the Company or his designee. Payment of the purchase price of any shares with respect to which the Option is being exercised shall be by certified or bank cashier's check. (iii) RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or regulation. As a condition to the exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation. 3. DESIGNATION OF CERTAIN OPTION SHARES AS INCENTIVE STOCK OPTIONS. The maximum number of option shares granted hereunder are (as permitted by Section 7 of the Plan) hereby designated incentive stock options, as that term is defined in Section 422(b) of the Internal Revenue Code (the "ISO Shares"). Pursuant to the exercise schedule as provided in Section 2(i) of this Agreement, the number of ISO Shares and non-qualified option shares ("NQO Shares") exercisable on and after the anniversaries described in such Section 2(i) shall be as set forth in the table below; provided, however, that if pursuant to any provision of the Plan or amendment to this Agreement any of the option shares hereby granted become exercisable sooner than as provided in Section 2(i) hereof, then the number of option shares that may be ISO Shares with respect to any calendar year during which they are first exercisable shall, notwithstanding the table below, be limited to the quotient obtained by dividing $100,000 by the option price set forth in Section 1 hereof. Anniversary of ISO NQO Grant Date Shares Shares -------------- ------ ------ (i) NOTICE TO COMPANY OF DISPOSITION OF ISO SHARES. Optionee agrees that, in the event the Optionee disposes of any of the ISO Shares within one year after the date of exercise of the option to purchase same, the Optionee will promptly notify the Company of such disposition. Such notice shall be in writing and shall specify (i) the number of ISO Shares so disposed of, (ii) the price paid for such shares by the Optionee upon the exercise of the option, and (iii) the price or other consideration received for such shares. All certificates for Common Stock issued upon the exercise of an option to purchase ISO Shares shall bear such legend or other distinctive impression, as determined by the Committee, as will notify the transfer agent of such stock to advise the Company of the disposition of ISO Shares within one year after the issuance thereof. 4. TRANSFERABILITY OF OPTION. This Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option shall be binding upon the heirs, personal representatives and successors of the Optionee. 5. TERM OF OPTION. This Option may not be exercised more than ten (10) years from the date of grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 6. OPTIONEE ACKNOWLEDGMENT. Optionee acknowledges receipt of a copy of the Plan, which is annexed hereto, and represents that such Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option. Date of Grant: ____________, 199__. FEDERAL EXPRESS CORPORATION By: ------------------------------ CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ---------------------------------- OPTIONEE -----END PRIVACY-ENHANCED MESSAGE-----