FEDERAL EXPRESS CORP, PRE 14A, 1997-07-25

FEDERAL EXPRESS CORP
PRE 14A, 1997-07-25
AIR COURIER SERVICES

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<PAGE> 1
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

FEDERAL EXPRESS CORPORATION
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
<PAGE> 2

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

---------------------------------------------

2) Form, Schedule or Registration Statement No.:

---------------------------------------------

3) Filing Party:

---------------------------------------------

4) Date Filed:

---------------------------------------------

<PAGE> 3

FEDERAL EXPRESS CORPORATION
2005 CORPORATE AVENUE
MEMPHIS, TENNESSEE 38132

[COMPANY LOGO]

---------------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 29, 1997

---------------------------------------------------

To the Stockholders of Federal Express Corporation:

Notice is hereby given that the Annual Meeting of Stockholders of
Federal Express Corporation (the "Corporation") will be held at the Memphis
Marriott, 2625 Thousand Oaks Boulevard, Memphis, Tennessee on Monday, September
29, 1997 at 10:00 a.m., Central Daylight Time, for the following purposes:

1. To elect the Class II Directors to serve for the next three
years;

2. To approve an amendment to the Corporation's Restated
Certificate of Incorporation to increase the number of
authorized shares of the Corporation's Common Stock;

3. To approve the adoption of the Corporation's 1997 Stock
Incentive Plan reserving for issuance pursuant to stock
options 3 million shares of Common Stock of the Corporation
(representing ____% of the shares outstanding as of August 4,
1997);

4. To ratify the designation of Arthur Andersen LLP as
independent auditors of the Corporation for fiscal year 1998;

5. To consider and act upon a stockholder proposal concerning
guidelines and reporting provisions for certain political
contributions made by the Corporation;

6. To consider and act upon a stockholder proposal to declassify
the Corporation's Board of Directors; and

7. To transact such other business as may properly come before
the meeting or any adjournment thereof.

Only stockholders of record at the close of business on August 4, 1997
will be entitled to notice of, and to vote at, the meeting or any adjournment
thereof.

By order of the Board of Directors,

KENNETH R. MASTERSON
Secretary

August 7, 1997

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING. THE ENCLOSED RETURN ENVELOPE REQUIRES NO
ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES OR CANADA, AS APPLICABLE.

<PAGE> 4

FEDERAL EXPRESS CORPORATION
2005 CORPORATE AVENUE
MEMPHIS, TENNESSEE 38132

1997 PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Federal Express Corporation (the
"Corporation") for use at the Annual Meeting of Stockholders to be held
September 29, 1997. Shares represented at the meeting by the enclosed form of
proxy will be voted by Mr. Theodore L. Weise, Executive Vice President-Worldwide
Operations, or Mr. Kenneth R. Masterson, Executive Vice President, General
Counsel and Secretary, in accordance with the directions noted thereon. If no
direction is given, the shares will be voted FOR election of the Class II
Directors, FOR proposals 2 through 4 and AGAINST proposals 5 and 6.

A stockholder giving a proxy may revoke it before it is voted by giving
written notice of such revocation to the Secretary of the Corporation or by
executing a later dated proxy. Attendance at the meeting by a stockholder who
has given a proxy will not have the effect of revoking it unless the stockholder
gives such written notice of revocation to the Secretary before the proxy is
voted.

The Corporation's confidential voting policy provides that stockholder
proxies, ballots and voting materials that identify the votes of specific
stockholders will be kept confidential, except (i) as required by law, including
in connection with the pursuit or defense of legal or regulatory actions or
proceedings; (ii) in the event a stockholder expressly requests disclosure; or
(iii) during a contested election for the Board of Directors. In addition, the
policy states that the tabulators and inspectors of election, who may be the
Corporation's transfer agent or its employees, shall be independent and not the
employees of the Corporation. As in the past, the Corporation's transfer agent,
First Chicago Trust Company of New York, will tabulate the votes, and a
representative of the transfer agent will serve as inspector of election.
Proxies will be returned in envelopes addressed to the transfer agent and,
except in the limited circumstances specified above, will not be seen by or
reported to the Corporation.

The Definitive Proxy Statement and accompanying form of proxy will be
first sent or given to stockholders on or about August 18, 1997.

The solicitation of proxies is made by the Corporation and the cost of
solicitation will be borne by the Corporation. In addition to the solicitation
of proxies by use of the mail and the Corporation's internal mail system,
proxies may be solicited by directors, officers and regularly engaged employees
of the Corporation. Brokers, nominees and other similar record holders will be
requested to forward solicitation materials and will be reimbursed by the
Corporation upon request for their out-of-pocket expenses. The Corporation has
retained Morrow & Co., Inc. to assist in the solicitation of proxies for a fee
of $8,000 plus reimbursement of expenses.

The Annual Report to Stockholders for the Corporation's fiscal year
ended May 31, 1997, including financial statements, is enclosed. Such Annual
Report is not a part of the proxy solicitation materials and is not incorporated
herein by reference.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

VOTING SECURITIES

Only stockholders of record at the close of business on August 4, 1997
will be entitled to notice of and to vote at the meeting. Each share of Common
Stock is entitled to one vote for the election of the Class II Directors and for
all other matters before the meeting. As of August 4, 1997, the Corporation had
outstanding ______________ shares of Common Stock.

A majority of the outstanding shares entitled to vote at the meeting
will constitute a quorum. Abstentions and broker non-votes will be counted for
purposes of determining the presence of a quorum. Abstentions will be included
in tabulations of the votes cast on the proposals presented in the same manner
as votes cast against such proposals. Broker

1
<PAGE> 5

non-votes will not be counted either for or against the proposal when
determining whether a particular proposal has been approved.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth the amount of the Corporation's Common
Stock beneficially owned by each Director of the Corporation, each nominee to
become a Director, each of the executive officers named in the Summary
Compensation Table and by all Directors and executive officers as a group, as of
August 4, 1997. Unless otherwise indicated, beneficial ownership is direct and
the person indicated has sole voting and investment power.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------------ -------------------- -----

<S> <C> <C>
Smith, Frederick W. ................................................... 10,185,496 (1) [ ]%
Allen, Robert H. ...................................................... 21,408 (2) *
Baker, Howard H., Jr................................................... 18,000 (2) *
Cox, Robert L. ........................................................ 68,000 (3) *
DeNunzio, Ralph D. .................................................... 20,000 (2) *
Estrin, Judith L. ..................................................... 16,000 (4) *
Greer, Philip ......................................................... 59,931 (2)(5) *
Hyde, J. R., III ..................................................... 56,000 (2)(6) *
Manatt, Charles T. .................................................... 19,000 (2) *
Mitchell, George J. ................................................... 7,000 (7) *
Smart, Jackson W., Jr. ................................................ 60,468 (2)(8) *
Smith, Joshua I. ...................................................... 8,600 (9) *
Walsh, Paul S.......................................................... 3,000(10) *
Willmott, Peter S. .................................................... 103,900 (2) *
Weise, Theodore L. .................................................... 199,540(11) *
Masterson, Kenneth R. ................................................. 108,050(12) *
Graf, Alan B., Jr. .................................................... 161,951(13) *
Jones, Dennis H........................................................ 187,450(14) *
All Directors and Executive Officers as a group (30 persons)........... [ ] (1)(2) [ ]%
(3)(4)(5)(6)
(7)(8)(9)(10)
(11)(12)(13)(14)(15)
</TABLE>

- ---------------------------
(*) Less than 1% of issued and outstanding shares of Common Stock of the
Corporation.

(1) Includes 7,489,856 shares of Common Stock owned of record by Mr. Smith
(representing _____% of the outstanding Common Stock), 2,070,640 shares
of Common Stock owned of record by Frederick Smith Enterprise Company,
Inc. ("Enterprise"), a family holding company, and 625,000 shares as to
which Mr. Smith has the right to acquire beneficial ownership through the
exercise of stock options which are vested or will become vested within
60 days of August 4, 1997 under the Corporation's 1987, 1989 and 1993
Stock Incentive Plans. First Tennessee Bank, N.A., Memphis, Tennessee, as
Trustee of a trust of which Mr. Smith is the lifetime beneficiary, holds
55% of Enterprise's outstanding stock and Mr. Smith owns 45% directly.
Mr. Cox is a director of Enterprise.

(2) Includes 10,000 and 6,000 shares, respectively, of Common Stock as to
which each Director who is not also an employee of the Corporation has
the right to acquire beneficial ownership through the exercise of stock
options which are vested or will become vested within 60 days of August
4, 1997 under the Corporation's 1989 and 1993 Stock Incentive Plans.

(3) Includes 60,000 shares of Common Stock owned by RLC Family Partners Ltd.,
a limited partnership of which Mr. Cox is the sole general partner and
2,000 and 6,000 shares, respectively, as to which Mr. Cox has the right
to acquire beneficial ownership through the exercise of stock options
which are vested or will become vested within

2
<PAGE> 6

60 days of August 4, 1997 under the Corporation's 1989 and 1993 Stock
Incentive Plans, and excludes 8,000 shares owned by Mr. Cox's wife as to
which Mr. Cox disclaims beneficial ownership.

(4) Includes 8,000 and 6,000 shares, respectively, of Common Stock as to
which Ms. Estrin has the right to acquire beneficial ownership through
the exercise of stock options which are vested or will become vested
within 60 days of August 4, 1997 under the Corporation's 1989 and 1993
Stock Incentive Plans.

(5) Excludes 27,312 shares of Common Stock owned of record and beneficially
by members of Mr. Greer's family as to which Mr. Greer disclaims
beneficial ownership.

(6) Includes 8,000 shares of Common Stock owned by a family trust and
members of Mr. Hyde's family.

(7) Includes 4,000 shares of Common Stock as to which Mr. Mitchell has the
right to acquire beneficial ownership through the exercise of stock
options which will become vested within 60 days of August 4, 1997 under
the Corporation's 1993 Stock Incentive Plan.

(8) Includes 4,200 shares of Common Stock owned by Mr. Smart's wife.

(9) Includes 2,000 and 6,000 shares, respectively, of Common Stock as to
which Mr. Smith has the right to acquire beneficial ownership through the
exercise of stock options which are vested or will become vested within
60 days of August 4, 1997 under the Corporation's 1989 and 1993 Stock
Incentive Plans.

(10) Includes 2,000 shares of Common Stock as to which Mr. Walsh has the right
to acquire beneficial ownership through the exercise of stock options
which are vested or will become vested within 60 days of August 4, 1997
under the Corporation's 1993 Stock Incentive Plan.

(11) Includes 96,002 shares of Common Stock as to which Mr. Weise has the
right to acquire beneficial ownership through the exercise of stock
options which are vested or will become vested within 60 days of August
4, 1997 under the Corporation's Stock Incentive Plans and 3,454 shares
owned by members of Mr. Weise's family.

(12) Includes 65,550 shares of Common Stock as to which Mr. Masterson has the
right to acquire beneficial ownership through the exercise of stock
options which are vested or will become vested within 60 days of August
4, 1997 under the Corporation's Stock Incentive Plans.

(13) Includes 103,950 shares of Common Stock as to which Mr. Graf has the
right to acquire beneficial ownership through the exercise of stock
options which are vested or will become vested within 60 days of August
4, 1997 under the Corporation's Stock Incentive Plans.

(14) Includes 137,750 shares of Common Stock as to which Mr. Jones has the
right to acquire beneficial ownership through the exercise of stock
options which are vested or will become vested within 60 days of August
4, 1997 under the Corporation's Stock Incentive Plans.

(15) Includes ________ shares of Common Stock as to which the Directors and
Executive Officers as a group, have the right to acquire beneficial
ownership through the exercise of stock options which are vested or will
become vested within 60 days of August 4, 1997 under the Corporation's
Stock Incentive Plans.

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<PAGE> 7

Listed below are certain persons who owned beneficially, as of December
31, 1996, more than five percent of the Corporation's Common Stock. This
information is copied from the latest Schedule 13G filed by these beneficial
owners with the Securities and Exchange Commission.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ -------------------- ----------------

<S> <C> <C>
Brinson Partners, Inc........................................ 8,627,313(1) 7.6%
209 South LaSalle Street
Chicago, Illinois 60604

The Capital Group Companies, Inc............................. 9,768,850(2) 8.6
333 South Hope Street
Los Angeles, California 90071

PRIMECAP Management Company.................................. 7,528,700(3) 6.6
225 South Lake Avenue
Pasadena, California 91101

Sanford C. Bernstein & Co., Inc. ............................ 9,055,446(4) 7.9
One State Street Plaza
New York, New York 10004

Southeastern Asset Management, Inc........................... 9,117,170(5) 8.0
6075 Poplar Avenue, Suite 900
Memphis, Tennessee 38119
</TABLE>

- --------------------

(1) Brinson Partners, Inc., a registered investment advisor, shared
investment discretion and voting power with respect to the shares with
Brinson Trust Company, Brinson Holdings, Inc., SBC Holding (USA), Inc.
and Swiss Bank Corporation, affiliates of Brinson Partners, Inc. Neither
Brinson Partners, Inc. or any of its affiliates disclaimed beneficial
ownership of any such shares.

(2) Certain operating subsidiaries of The Capital Group Companies, Inc.,
exercised investment discretion over various institutional accounts which
held shares of the Corporation. Capital Research and Management Company,
a registered investment advisor, had investment discretion with respect
to 7,640,000 of the aggregate shares. The remaining shares reported as
being beneficially owned by The Capital Group Companies, Inc. are
beneficially owned by Capital Guardian Trust Company, Capital
International Limited and Capital International S. A., all subsidiaries
of The Capital Group Companies, Inc., none of which individually owns 5%
or more of the Corporation's outstanding shares. The Capital Group
Companies, Inc. had sole power to vote or direct the vote with respect to
1,667,630 shares. Neither The Capital Group Companies, Inc. nor any of
its subsidiaries had the power to vote or to direct the vote of the
remaining shares. The Capital Group Companies, Inc. disclaimed beneficial
ownership of all such shares of the Corporation.

(3) PRIMECAP Management Company, a registered investment advisor, exercised
sole investment discretion and sole voting power with respect to the
shares, and does not disclaim beneficial ownership of any such shares.

(4) Sanford Bernstein, a registered investment advisor, exercised sole
investment discretion with respect to the shares and sole voting power
with respect to 4,662,333 of such shares. Sanford Bernstein does not
disclaim beneficial ownership of any such shares.

(5) Southeastern Asset Management, Inc., a registered investment advisor,
exercised sole investment discretion over 5,809,470 of the aggregate
shares, and shared investment discretion with respect to 3,234,800 shares
with Longleaf Partners Fund, a series of Longleaf Partners Funds Trust,
an open-end registered investment management company.

4
<PAGE> 8

Southeastern had sole power to vote or direct the vote with respect to
5,128,670 of the aggregate shares, and shared voting power over 3,234,800
shares with Longleaf Partners Fund. Neither Southeastern nor Longleaf
Partners Fund had the power to vote or to direct the vote of the
remaining shares. Southeastern does not disclaim beneficial ownership of
any such shares; however, Mr. O. Mason Hawkins, Chairman and Chief
Executive Officer of Southeastern, disclaims beneficial ownership of all
of the shares in the event he is or could be deemed to be a controlling
person of Southeastern as a result of his official positions with
Southeastern or his ownership of its voting securities.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the date of the Annual Meeting, the Board of Directors will consist
of fourteen members, divided into three classes. Five nominees (the "Class II
Directors") are to be elected, at least by a plurality vote, at this Annual
Meeting to serve for a term of three years and until their successors are
elected and qualified. The remaining Directors will continue to serve as set
forth below, with five Directors (the "Class III Directors") having terms
expiring at the 1998 Annual Meeting and four Directors (the "Class I Directors")
having terms expiring at the 1999 Annual Meeting. Each of the nominees for
election as Class II Directors are now directors of the Corporation. Each
nominee has consented to being named in this Proxy Statement and agreed to serve
if elected. The proxy holders will vote the proxies received by them for the
five Class II nominees or, in the event of a contingency not presently foreseen,
for different persons as substitutes therefor unless authority is withheld.
Pursuant to the Board's retirement policy for Directors, Mr. Baker, a Class III
Director, has indicated his intention to retire immediately before the
Corporation's Annual Meeting on September 29, 1997. No successor for Mr. Baker
has been identified yet.

The following sets forth, with respect to each nominee and each
Director continuing to serve, his or her name, age, principal occupation and
employment during the past five years, the year in which he or she first became
a Director of the Corporation and directorships held in other corporations.

NOMINEES FOR ELECTION AS
CLASS II DIRECTORS FOR A THREE-YEAR
TERM EXPIRING AT THE 2000 ANNUAL MEETING

<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
------------------- --- --------------------------

<S> <C> <C>
Ralph D. DeNunzio 65 President of Harbor Point Associates, Inc., a private investment and
1981 consulting firm, since October 1987. Director, AMP Incorporated, Harris
Corporation and NIKE, Inc.

Charles T. Manatt 61 Chairman, Manatt, Phelps & Phillips, a law firm, for more than the past
1989 five years. Director, ICN Pharmaceuticals, Inc. and COMSAT Corporation.

George J. Mitchell 63 Special Counsel to Verner, Liipfert, Bernhard, McPherson and Hand, a law
1995 1995 firm, since January 1995; Member of the United States Senate from May
1980 to January 1995. Director, The Walt Disney Company, UNUM
Corporation and Xerox Corporation.

Jackson W. Smart, Jr. 66 Chairman, Executive Committee, First Commonwealth, Inc., a managed dental
1976 care company, since January 1996 and Chairman and Chief Executive Officer
of MSP Communications, Inc., a radio broadcasting company, since October
1988. Trustee, Goldman Sachs Money Market Trust, Goldman Sachs Trust
and Goldman Sachs Equity Portfolios Inc. Director, First Commonwealth,
Inc. and Evanston Hospital Corporation.
</TABLE>

5
<PAGE> 9

<TABLE>
<S> <C> <C>
Joshua I. Smith 56 Chairman, President and Chief Executive Officer of The MAXIMA
1989 Corporation, an information and data processing firm, since 1978.
Director, The Allstate Corporation, Caterpillar, Inc. and Inland Steel
Industries, Inc.
</TABLE>

CLASS III DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 1998 ANNUAL MEETING

DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
------------------- --- --------------------------

<S> <C> <C>
Howard H. Baker, Jr. 71 Partner, Baker, Donelson, Bearman & Caldwell, a law firm, since February
1988 1995; Partner, Baker, Worthington, Crossley & Stansberry, a law firm, from
July 1988 to February 1995. International Advisory Board, Barrick Gold
Corporation. Director, Pennzoil Company and United Technologies
Corporation.

Judith L. Estrin 42 President and Chief Executive Officer of Precept Software, Inc., a
1989 computer software company, since March 1995; Consultant from September
1994 to March 1995; Chief Executive Officer and President of Network
Computing Devices, Inc., a corporation that supplies display stations for
network computing environments, from September 1993 to September 1994;
Executive Vice President of Network Computing Devices, Inc. from July 1988
to September 1993. Director, Rockwell International Corporation and Sun
Microsystems, Inc.

Philip Greer 61 Senior Managing Principal of Weiss, Peck & Greer, L.L.C., an investment
1974 1974 management firm, since 1995; General Partner of Weiss, Peck & Greer from
1970 to 1995. Director, Network Computing Devices, Inc. and The Robert
Mondavi Corporation.

J. R. Hyde, III 54 President of Pittco, Inc., an investment company, since April 1989;
1977 Chairman of Autozone, Inc., an auto parts retail chain, from May 1986 to
March 1997; Chief Executive Officer of AutoZone, Inc., from May 1986 to
December 1996. Director, AutoZone, Inc.

Frederick W. Smith 52 Chairman, President and Chief Executive Officer of the Corporation since
1971 1983; Chief Executive Officer of the Corporation since 1977; Chairman of
the Corporation since 1975; President of the Corporation from 1971 to 1975.
</TABLE>

6
<PAGE> 10

CLASS I DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING

<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
------------------- --- --------------------------

<S> <C> <C>
Robert H. Allen 69 Private Investor and Managing Partner, Challenge Investment Partners, an
1977 investment firm, since May 1993. Director, GeoQuest International
Holdings, Inc., Gulf Canada Resources Ltd., Nuevo Energy Company and
University of Texas Investment Management Company. Trustee, Baylor
College of Medicine. Regent, Texas A&M University System.

Robert L. Cox 61 Partner, Waring Cox, a law firm, for more than the past five years;
1993 Secretary of the Corporation from June 1971 to September 1993. Director,
Delta Life Corporation.

Paul S. Walsh 42 Chairman, President and Chief Executive Officer of The Pillsbury Company,
1996 a wholly-owned subsidiary of Grand Metropolitan PLC, a consumer food and
beverage company, since April 1996; Chief Executive Officer of The
Pillsbury Corporation from January 1992 to April 1996. Director, Ceridian
Corporation and Grand Metropolitan PLC.

Peter S. Willmott 60 Chief Executive Officer and President of Zenith Electronics Corporation,
1974 an electronics manufacturing company, since July 1996 and Chairman and
Chief Executive Officer of Willmott Services, Inc., a retail and consulting
firm, since June 1989; President and Chief Operating Officer of the
Corporation from September 1980 to May 1983; Executive Vice President of the
Corporation from 1977 to 1980; Senior Vice President-Finance and Administration
of the Corporation from 1974 to 1977. Director, Zenith Electronics Corporation
and Security Capital Group Incorporated.
</TABLE>

MEETINGS AND COMMITTEES

The Board of Directors of the Corporation conducted six regular
meetings and one special meeting during fiscal 1997. Each Director attended at
least 75% of the meetings of the Board and any committees on which they served.

The Board of Directors has an Audit Committee and a Compensation
Committee. The members of the Audit Committee are Philip Greer (Chairman),
Howard H. Baker, Jr., Robert L. Cox, Judith L. Estrin, George J. Mitchell,
Joshua I. Smith and Peter S. Willmott. The basic responsibilities of the Audit
Committee, as approved by the Board of Directors, are to review significant
financial information for the purpose of giving added assurance that the
information is accurate and timely and that it includes all appropriate
financial statement disclosures; to ascertain the existence of effective
accounting and internal control systems; to oversee the entire audit function
both internal and independent; and to provide an effective communication link
between the auditors (internal and independent) and the Board of Directors. The
Audit Committee met eight times during fiscal 1997.

The members of the Compensation Committee are Jackson W. Smart, Jr.
(Chairman), Robert H. Allen, Ralph D. DeNunzio, J. R. Hyde, III, Charles T.
Manatt and Paul S. Walsh. The Compensation Committee determines the salaries,
bonuses and other remuneration and terms and conditions of employment of the
officers of the Corporation, administers the Corporation's Stock Incentive and
Restricted Stock Plans, oversees the administration of the Corporation's
employee benefit plans covering employees generally and makes recommendations to
the Board of Directors with respect to the Corporation's compensation policies.
The Compensation Committee held seven meetings in fiscal 1997. The Board of
Directors does not have a nominating committee.

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<PAGE> 11

COMPENSATION OF DIRECTORS

For fiscal 1998, outside Directors are to be paid a quarterly retainer
of $10,000, $2,000 for each meeting of the Board attended and $1,200 for each
meeting of its Committees which they attend. Committee chairmen will be paid an
additional annual fee of $8,000. In addition, outside Directors are granted
an option under the Corporation's 1993 Stock Incentive Plan for 2,000 shares of
Common Stock on each of the five consecutive Annual Meeting dates beginning
September 26, 1994. Outside Directors will also be granted an option under the
Corporation's 1997 Stock Incentive Plan (assuming approval of the 1997 Plan by
the stockholders) for 2,000 shares of Common Stock on September 29, 1997 and on
the date of the Corporation's fiscal year 1998 Annual Meeting, and for 4,000
shares on each of the three consecutive Annual Meeting dates beginning September
27, 1999. Officers of the Corporation receive no compensation for serving as
Directors.

At its July 1997 meeting, the Board of Directors voted to freeze the
Corporation's Retirement Plan for Outside Directors, i.e., no further benefits
will be earned under such Plan. This Plan is unfunded and benefits provided
thereunder are payable out of the assets of the Corporation as a general,
unsecured obligation of the Corporation.

Concurrent with the freeze, the Board amended the Plan to accelerate
the vesting of the benefits for each outside Director who is not yet vested
under the Plan. In general, each Director is entitled to a retirement benefit
beginning as of the first day of the fiscal quarter of the Corporation next
following the date of termination of his or her directorship or the date such
Director attains age 60, whichever is later. The benefit is an annual amount,
payable as a lump-sum distribution or in quarterly installments for no less than
ten years and no more than fifteen years depending on years of service, equal to
10% for each year of service up to 100% of the annual retainer fee being paid to
the outside Director at the time the Plan is frozen. Each outside Director
currently serving on the Board, who is not yet vested (three Directors), will
now receive a benefit equal to 10% for each year of service up to the date the
Plan is frozen. The remaining outside Directors will receive their benefits
based on their service and annual retainer at the time the Plan is frozen. Once
all benefits are paid from the Plan, it will be terminated. The Board has
established a policy that a Director must retire immediately before the
Corporation's annual meeting of stockholders during the calendar year in which
the Director attains age 72.

The Board of Directors also adopted a guideline for stock ownership
establishing a goal that each outside Director own shares in the Corporation
valued at five times ($200,000) the annual retainer fee by the end of the first
quarter of fiscal year 2000. At current stock prices, this goal represents
approximately 3,300 shares. Vested stock options are not counted as stock
ownership under the guideline. Seven of the Corporation's outside Directors
already own sufficient shares to comply with the new guideline. The Board
believes significant stock ownership by outside Directors further aligns their
interests with that of the Corporation's stockholders.

8
<PAGE> 12

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation awarded to, earned by
or paid to the Corporation's chief executive officer and its four other most
highly-compensated executive officers for services rendered in all capacities
during the fiscal years ended May 31, 1997, 1996 and 1995.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)(1) SARS (#) PAYOUTS($) ($)(2)
- --------------------------- ---- ------ ----- ------------ --------- -------- --------- ------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frederick W. Smith 1997 805,000 213,000 221,359(3) -- -- 1,125,000 19,655
Chairman, President and Chief 1996 745,833 -- 131,742(3) -- -- 1,200,000 24,174
Executive Officer 1995 700,000 515,500 96,541(3) -- 50,000 -- 22,232

Theodore L. Weise 1997 569,896 147,705(4) 614,545(5) 838,000 30,000 329,531 14,024
Executive Vice President 1996 449,604 37,500(4) 974,734(5) 1,333,500 11,500 352,388 12,947
Worldwide Operations 1995 417,994 188,480(4) 58,016(6) -- 27,500 -- 12,021

Kenneth R. Masterson 1997 476,344 148,084(4)(7) 614,545(5) 838,000 25,000 342,000 11,487
Executive Vice President, 1996 396,688 37,500(4) 764,729(5) 1,044,500 11,500 364,875 10,743
General Counsel 1995 378,478 138,880(4) -- -- 22,500 -- 10,617
and Secretary

Alan B. Graf, Jr 1997 451,526 102,970(4) 614,545(5) 838,000 45,000 334,269 10,304
Executive Vice President 1996 375,421 25,000(4) 843,160(5) 1,152,875 11,500 362,250 10,312
and Chief Financial Officer 1995 347,477 137,640(4) -- -- 25,000 -- 9,578

Dennis H. Jones 1997 421,998 101,580(4)(7) 614,545(5) 838,000 40,000 273,094 10,083
Senior Vice President and 1996 367,419 -- 658,956(5) 900,000 11,500 364,988 9,673
Chief Information Officer 1995 343,651 137,330(4) -- -- 29,000 -- 9,980
</TABLE>

- ----------------------

(1) The amounts in the table represent the closing market value of the shares
awarded at the date of grant. At May 30, 1997, the number and value of the
aggregate restricted stock holdings of the named individuals were as
follows:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES HELD VALUE
---- --------------------- -----

<S> <C> <C>
F.W. Smith...................................... - -
T.L. Weise...................................... 43,600 $2,283,550
K.R. Masterson.................................. 36,000 1,885,500
A.B. Graf, Jr................................... 39,600 2,074,050
D.H. Jones....................,,................ 34,000 1,780,750
</TABLE>

The restrictions on the shares awarded to Mr. Weise lapse ratably over five
years after the date of award with respect to 18,000 shares granted in
October 1995 and 9,600 shares granted in April 1996 and over four years
with respect to 16,000 shares granted in February 1997. The restrictions on
the shares awarded to Mr. Masterson lapse ratably over five years after the
date of award with respect to 18,000 shares granted in December 1995, and
over two years after the date of award with respect to 2,000 shares granted
in April 1996 and over four years with respect to 16,000 shares granted in
February 1997. The restrictions on the shares awarded to Mr. Graf lapse
ratably over five years after the date of award with respect to 18,000
shares granted in October 1995 and 5,600 shares granted in April 1996 and
over

9
<PAGE> 13

four years with respect to 16,000 shares granted in February 1997. The
restriction on the shares awarded to Mr. Jones lapse ratably over five
years after the date of award with respect to 18,000 shares granted in
October 1995 and over four years with respect to 16,000 shares granted in
February 1997.

Holders of restricted shares are entitled to receive any dividends declared
on such shares. The Corporation has never declared a dividend on its shares
because its policy has been to reinvest earnings in the business of the
Corporation.

(2) These amounts represent profit sharing payments to the named executive
officers and contributions under the Corporation's Profit Sharing Plan.

(3) Of the amounts shown for 1997, 1996 and 1995, $152,528, $95,174 and
$69,437, respectively, represent personal use of corporate aircraft treated
as taxable income to Mr. Smith. Of the amount shown for 1997, $62,497 is
for financial counseling.

(4) The amounts shown for 1997 represent annual performance bonuses received by
each officer under the Corporation's annual performance bonus plan; bonuses
received by Messrs. Weise, Masterson and Graf for promotion to Executive
Vice President; and, in the case of Mr. Masterson, an additional special
recognition award. The amounts shown for 1996 represent bonuses received by
each officer upon promotion to Executive Vice President and, in the case of
Mr. Masterson, an additional special recognition award. No amounts are
included for annual performance bonuses because no such bonuses were
awarded for fiscal 1996. The amounts shown for 1995 represent annual
performance bonuses received by each officer under the Corporation's annual
performance bonus plan.

(5) The amounts shown for Messrs. Weise, Masterson, Graf and Jones in 1997
and 1996 represent tax reimbursements related to restricted stock awards.

(6) Of the amount shown for 1995, $55,018 is for financial counseling.

(7) This amount includes $25,000 from a Five Star Award, the Corporation's
highest special achievement award, received by Mr. Masterson and Mr. Jones,
respectively.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding grants of stock
options during the fiscal year ended May 31, 1997 made to the named executive
officers under the Corporation's Stock Incentive Plans. The amounts shown for
each of the named executive officers as potential realizable values are based on
arbitrarily assumed annualized rates of stock price appreciation of five percent
and ten percent over the full ten-year term of the options, which would result
in stock prices of approximately $63.02 and $100.35, respectively, for the
options with an exercise price of $38.6875. No gain to the optionees is possible
without an increase in stock price which will benefit all stockholders
proportionately. These potential realizable values are based solely on
arbitrarily assumed rates of appreciation required by applicable Securities and
Exchange Commission regulations. Actual gains, if any, on option exercise and
common stock holdings are dependent on the future performance of the
Corporation's Common Stock and overall stock market conditions. There can be no
assurance that the potential realizable values shown in this table will be
achieved.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS/SARS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH)(*) DATE 5% ($) 10% ($)
- ---- ------------ ------------ ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>

F.W. Smith............... - - - - - -
T.L. Weise............... 30,000 2.58 38.6875 7/12/06 729,975 1,849,875
K.R. Masterson........... 25,000 2.15 38.6875 7/12/06 608,313 1,541,563
A.B. Graf, Jr. .......... 45,000 3.87 38.6875 7/12/06 1,094,963 2,774,813
D.H. Jones............... 40,000 3.44 38.6875 7/12/06 973,300 2,466,500
</TABLE>

10
<PAGE> 14

(*) The option exercise price of the options granted to the individuals shown
above was the fair market value of the Corporation's Common Stock at the
date of grant of the option. The options granted to Mr. Weise and Mr.
Masterson are subject to a vesting schedule as follows: 25% after one year
from the date of grant; 50% after two years; 75% after three years; and 100%
after four years. The options granted to Mr. Graf and Mr. Jones are subject
to a vesting schedule as follows: 25% after four years from the date of
grant; 50% after five years; 75% after six years; and 100% after seven
years. The options may not be transferred in any manner other than by will
or the laws of descent and distribution and may be exercised during the
lifetime of the optionee only by the optionee. During the fiscal year ended
May 31, 1997, options for a total of 1,162,000 shares were granted to
various employees of the Corporation.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table summarizes for each of the named executive officers
certain information relating to stock options exercised by them during the
fiscal year ended May 31, 1997. Value realized upon exercise is the difference
between the fair market value of the underlying stock on the exercise date and
the exercise or base price of the option. The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise or
base price and the fair market value of the underlying stock on May 30, 1997,
which was $52.3125 per share. These values, unlike the amounts set forth in the
column "Value Realized," have not been, and may never be, realized. Such options
have not been, and may not be, exercised; and actual gains, if any, on exercise
will depend on the value of the Corporation's Common Stock on the date of
exercise. There can be no assurance that these values will be realized.
Unexercisable options are those which have not yet vested.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS/SARS AT FY-END (#) OPTIONS/SARS AT FY-END ($)
ACQUIRED ON REALIZED -------------------------- ---------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
F.W. Smith......... - - 565,000 140,000 16,175,469 2,530,000
T.L. Weise......... 63,728 1,967,359 60,902 119,400 1,332,228 2,070,963
K.R. Masterson..... 57,400 1,604,725 34,600 102,000 637,819 1,754,613
A.B. Graf, Jr. .... 24,200 674,956 76,000 142,600 1,608,525 2,468,025
D.H. Jones......... 19,000 510,469 109,800 139,200 2,574,781 2,401,750
</TABLE>

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

The following table sets forth estimates of the possible future payouts
to each of the named executive officers under the Corporation's long-term
performance bonus plans.

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLANS
----------------------------------
PERFORMANCE OR
NUMBER OF OTHER PERIOD UNTIL
SHARES, UNITS MATURATION THRESHOLD TARGET MAXIMUM
NAME OR OTHER RIGHTS (#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ---- ------------------- ------------------ --------- -------- -------

<S> <C> <C> <C> <C> <C>
F.W. Smith......... N/A 5/31/98 $500,000 $1,000,000 $1,500,000
N/A 5/31/99 500,000 1,000,000 1,500,000
N/A 5/31/00 500,000 1,000,000 1,500,000

T.L. Weise......... N/A 5/31/98 191,667 383,333 575,000
N/A 5/31/99 225,000 450,000 675,000
N/A 5/31/00 225,000 450,000 675,000
</TABLE>

11
<PAGE> 15
<TABLE>

<S> <C> <C> <C> <C> <C>
K.R. Masterson..... N/A 5/31/98 191,667 383,333 575,000
N/A 5/31/99 225,000 450,000 675,000
N/A 5/31/00 225,000 450,000 675,000

A.B. Graf, Jr...... N/A 5/31/98 191,667 383,333 575,000
N/A 5/31/99 225,000 450,000 675,000
N/A 5/31/00 225,000 450,000 675,000

D.H. Jones......... N/A 5/31/98 125,000 250,000 375,000
N/A 5/31/99 125,000 250,000 375,000
N/A 5/31/00 125,000 250,000 375,000
</TABLE>

In 1996, the Compensation Committee established a long-term performance
bonus plan to provide a long-term cash bonus opportunity to members of upper
management, including executive officers, at the conclusion of fiscal year 1998
if the Corporation achieves certain earnings per share targets established by
the Committee with respect to the three-fiscal year period 1996 through 1998.
However, no amounts can be earned until fiscal 1998 because it is only after the
conclusion of that year that the Committee can determine the extent of
achievement of the three-year earnings per share objectives. The Committee has
established similar plans for the three-fiscal year periods 1997 through 1999
and 1998 through 2000 providing bonus opportunities for 1999 and 2000,
respectively, if certain earnings per share targets are achieved with respect to
those periods. No amounts can be earned for the 1997 through 1999 and 1998
through 2000 plans until 1999 and 2000, respectively, since achievement of the
earnings per share objectives can only be determined following the conclusion of
the applicable three-fiscal year period. Each successive plan has earnings per
share targets which are higher than the previous plans.

Under each plan, the average percentage of an individual's achievement
of individual objectives under the Corporation's annual performance bonus plan
(discussed on page __ of the Proxy Statement) for the three-fiscal year period
of each of the long-term performance bonus plans will be used as an individual
performance measure when calculating individual bonuses, except for Mr. Smith
whose payout will be determined by the Compensation Committee. The estimated
individual future payouts set forth in the table above are set dollar amounts
ranging from threshold amounts if the objectives are minimally achieved, up to
maximum amounts if the plan targets are substantially exceeded. Individual
bonuses may be adjusted downward from these amounts if the individual's average
individual achievement percentage is less than 100% for the three-fiscal year
period of each of the plans. There can be no assurance that the estimated future
payouts shown in this table will be achieved.

PENSION PLAN TABLE

The following table shows the estimated annual pension benefits payable
to participants upon retirement on a single life annuity basis in specified
remuneration classes and years of credited service under the Federal Express
Corporation Employees' Pension Plan and the Federal Express Corporation
Retirement Parity Pension Plan which provides 100 percent of the benefit that
would otherwise be denied certain participants by reason of Internal Revenue
Code limitations on qualified plan benefits. The benefits listed in the table
are not subject to any reduction for Social Security or other offset amounts.

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------
REMUNERATION 10 15 20 25 30
- ------------ -- -- -- -- --

12
<PAGE> 16

The remuneration specified in the Pension Plan Table includes Salary
and Bonus as reported in the Summary Compensation Table (p. __). Since the
covered compensation is the average over the five-year period preceding
retirement, the amount differs from that set forth in the Summary Compensation
Table and is stated below together with the credited years of service achieved.

YEARS OF
NAME COVERED COMPENSATION SERVICE
- ---- -------------------- -------

<S> <C> <C>
F.W. Smith................................................ 868,569 25
T.L. Weise................................................ 518,044 25
K.R. Masterson............................................ 459,230 17
A.B. Graf, Jr............................................. 408,283 17
D.H. Jones................................................ 395,821 22
</TABLE>

REPORT ON EXECUTIVE COMPENSATION OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The compensation of the Corporation's executives comprises three basic
components: base salary, annual and long-term performance bonus plans, and
long-term equity incentives. The Compensation Committee (the "Committee") of the
Board of Directors determines the compensation of the executive officers of the
Corporation, approves the objectives for the annual and long-term performance
bonus plans, establishes the funding of the plans, determines the awards of
long-term equity incentives and the individuals to whom such awards are made,
and recommends to the Board of Directors the compensation of the chief executive
officer of the Corporation.

Base Salary. The establishment of competitive base compensation for the
Corporation's executives is the primary objective in setting base salaries. The
starting point for this process is to determine the relative importance of an
executive officer's position, the extent of accountability of the position and
the skills required to perform the duties of the position. In addition, the
Corporation utilizes compensation surveys published by three major consulting
firms of companies in general industry with $6 billion or more in annual sales.
The Committee believes that general industry is an appropriate comparison
category in determining competitive compensation because the Corporation's
executives can be recruited from, and by, businesses outside the Corporation's
industry peer group. In addition, in its 1997 executive compensation review, the
Committee considered compensation information on the five highest paid executive
officers of other companies available from the proxy statements of a group of 15
transportation companies and a group of 31 companies in general industry with
annual sales of $8 - $12 billion. The transportation companies comprise most of
the companies in the Standard & Poor's Transportation Index and the Dow Jones
Transportation Average, but also include several other companies not in these
indices. Base salaries are generally targeted at the median (or 50th percentile)
of base salaries for comparable positions in the comparison surveys mentioned
above.

None of the factors mentioned above is given any particular weight in
determining base compensation. Other factors may also influence such
determination, such as the relative extent of an individual's experience or a
desire to retain a valuable executive. The Committee's target for Mr. Smith is
the 50th percentile as is the case with the other executive officers. Mr.
Smith's base salary was increased in 1997; however, his base salary remains at
about the 40th percentile of base salaries of chief executive officers in the
comparison surveys.

Performance Bonus Plans. Under the Corporation's annual performance
bonus plan, a bonus opportunity is established at the beginning of each fiscal
year for management and certain professional employees based on the degree of
attainment of both corporate and individual goals for the year. Each position
eligible for such bonus, including all executive officers but excluding Mr.
Smith, is assigned a number of points based on salary grade. Individual
objectives for each position are established and points are allocated to the
objectives by each participant and his or her immediate superior. A participant
earns points by achieving his or her individual objectives. The amount of a
participant's bonus is

13
<PAGE> 17

determined by the number of points earned, multiplied by the dollar value, if
any, assigned to each point by the Committee according to the extent of
achievement of plan objectives.

If both the individual and plan objectives are achieved, the plan is
designed to produce a bonus ranging, on a sliding scale, from a threshold amount
if the plan objectives are minimally achieved up to a maximum amount if such
objectives are substantially exceeded. For 1997, the threshold bonus target was
established at an amount which, when added to base salary, would be less than
the 50th percentile of total salary and bonus for comparable positions in the
comparison surveys discussed above under Base Salary. Thus, total salary and
bonus for executive officers (assuming achievement of all individual objectives)
is designed to range from less than the 50th up to the 75th percentile of total
salary and bonus for comparable positions in the comparison surveys according to
the degree to which plan objectives are met or exceeded.

The plan objectives established for 1997 were (i) a pretax income goal
and (ii) an internal measure reflecting a targeted level of service quality.
Bonuses were awarded for 1997 because plan targets for pretax income were
achieved.

Mr. Smith's bonus is not determined by a number of points specifically
assigned to his position as is the case with other management personnel, but by
whether corporate business plan objectives are met or exceeded. If such
objectives are met, the Committee determines and recommends to the Board of
Directors a bonus which, when combined with base salary, may be up to the 75th
percentile of total salary and bonus for chief executive officers in the
comparison surveys discussed above under Base Salary. In addition to the
comparison surveys, the Committee also considered publicly available proxy
statement information on the compensation of chief executive officers of two
groups of other public companies, as described above under Base Salary, in
determining Mr. Smith's total salary and bonus. Mr. Smith received an annual
bonus of $213,000 for 1997.

In 1995, the Committee established a long-term performance bonus plan
to provide a long-term cash bonus opportunity to members of upper management,
including executive officers, at the conclusion of fiscal year 1997 if the
Corporation achieves certain earnings per share targets established by the
Committee with respect to the three-fiscal year period 1995 through 1997.
Bonuses were awarded under the long-term plan in 1997 to upper management,
including the named executive officers, based on achievement of maximum plan
targets for the three-fiscal year period. The Committee has established similar
plans for the three-fiscal year periods 1996 through 1998, 1997 through 1999 and
1998 through 2000 providing bonus opportunities for 1998, 1999 and 2000,
respectively, if certain earnings per share targets are achieved with respect to
those periods. The Long-Term Incentive Plans Table on page __ of this Proxy
Statement sets forth the estimated future payouts for the named individuals
under these plans if the three-year earnings per share objectives are achieved.

Long-Term Equity Incentives. Stock options were granted as long-term
incentives in 1997 to certain key employees of the Corporation, including
executive officers, under certain of the Corporation's Stock Incentive Plans.
Under the terms of the plans, the Corporation may grant options to key employees
(determined by the Committee) to purchase such number of shares of the Common
Stock of the Corporation as is determined by the Committee.

The number of shares for which options are granted to executive
officers is generally determined by the Committee based on the respective
officer's senior officer status. However, no set criteria are used and other
factors may influence the Committee's determination with respect to the number
of shares granted, such as the promotion of an individual to a higher position,
a desire to retain a valued executive or the number of shares then available for
grant under one or more of the plans. The stock option holdings of an individual
at the time of a grant are generally not considered in determining the size of a
grant to that individual.

Under the terms of the Corporation's 1995 and 1997 Restricted Stock
Plans (the 1997 plan was approved by the Board of Directors in May 1997), the
Corporation may award restricted stock to key employees as determined by the
Committee. No set criteria are used to determine the amount of restricted stock
awarded; however, the Committee's determination may be influenced with respect
to the number of shares awarded by factors such as the respective officer's
senior officer status, the promotion of an individual to a higher position, a
desire to retain a valued executive, a desire to recognize a particular
officer's contribution to the Corporation or the number of shares then available
for award. In 1997, 201,900 shares of restricted stock were awarded. During
1997, Mr. Manatt abstained from voting on awards, approved by the Committee, to
the Corporation's executive officers under the Corporation's Stock Incentive
and Restricted Stock Plans.

14
<PAGE> 18

Section 162(m) of the Internal Revenue Code limits deductibility 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 policy of the Corporation is generally to design its compensation plans
and programs to ensure full deductibility. The Committee attempts to balance
this policy with compensation programs designed to motivate management to
maximize stockholder wealth. There are times when it is determined that the
interests of the stockholders are best served by the implementation of
compensation policies that do not restrict the Committee's ability to exercise
its discretion in crafting compensation packages even though such policies may
result in certain non-deductible compensation expenses.

The Corporation's Stock Incentive Plans comply with Section 162(m);
therefore, compensation recognized by the five highest paid executive officers
under these plans will qualify for appropriate tax deductions. The Corporation's
annual and long-term performance bonus plans and its Restricted Stock Plans do
not meet all of the conditions for qualification under Section 162(m).
Therefore, compensation received under these plans will be subject to the
$1,000,000 deductibility limit.

COMPENSATION COMMITTEE MEMBERS

Jackson W. Smart, Jr. - Chairman

Robert H. Allen
Ralph D. DeNunzio
J.R. Hyde, III
Charles T. Manatt
Paul S. Walsh

May 31, 1997

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Pursuant to the provisions of the Corporation's Stock Incentive Plans,
the Corporation has made interest-free demand loans to certain officers, fully
secured by Common Stock of the Corporation, to assist them in exercising
non-incentive stock options and paying any tax liability associated with such
exercise. Such loans are repayable on demand or upon termination of employment
for any reason. The following table shows the highest balance of such loans
outstanding during the period June 1, 1996 through August 4, 1997 and the
balance of such loans outstanding at August 4 , 1997, for those executive
officers with loan balances which exceeded $60,000.

<TABLE>
<CAPTION>
HIGHEST BALANCE BALANCE AT
EXECUTIVE OFFICER DURING PERIOD AUGUST 4, 1997
----------------- ------------- --------------
<S> <C> <C>

Theodore L. Weise, Executive Vice President
Worldwide Operations................................................. $355,373 $355,373

</TABLE>

The law firm of Baker, Donelson, Bearman & Caldwell represented the
Corporation during fiscal year 1997. Mr. Baker, a Director, is a named partner
in that firm. Mr. Baker also represented the Corporation pursuant to a retainer
arrangement during fiscal 1997 for a fee of $200,000. The law firm of Waring Cox
represented the Corporation during fiscal year 1997. Mr. Cox, a Director, is a
named partner in that firm. The Corporation expects to utilize the services of
these firms during fiscal year 1998. Mr. Mitchell, a Director and nominee,
represented the Corporation pursuant to a retainer arrangement during fiscal
1997 for a fee of $100,000. Mr. Manatt, a Director and nominee, represented the
Corporation pursuant to a retainer arrangement during fiscal 1997 for a fee of
$100,000, and the Corporation has utilized the services of Manatt, Phelps &
Phillips from time to time. The Corporation expects to utilize the services of
Messrs. Baker, Manatt and Mitchell during fiscal 1998. The Corporation is
considering purchases of software from Precept Software, Inc. valued at
approximately $265,000 during 1998. Ms. Estrin, a Director, is the President
and Chief Executive Officer of Precept Software, Inc.

15
<PAGE> 19

STOCK PERFORMANCE GRAPH

The Stock Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Corporation
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

The following graph shows changes over the past five fiscal years in
the value of $100 invested on May 31, 1992 in: (1) the Corporation's Common
Stock; (2) the Standard & Poor's 500 Composite Index; and (3) the Standard &
Poor's Transportation Index.

Comparison of 5 Year Cumulative Total Return
(FDX, S&P 500 Composite Index and S&P Transportation Index)

[OBJECT OMITTED]

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C>
FDX 100 120 188 147 188 257
S & P 500 Composite Index 100 112 116 140 180 232
S & P Transportation Index 100 111 115 122 159 191
</TABLE>

The total return assumes that all dividends were reinvested. No
dividends were paid on the Corporation's Common Stock during the period.

CHANGE IN CONTROL ARRANGEMENT

The Corporation's Stock Incentive Plans provide that in the event of a
change in control each holder of an unexpired option under any of the plans has
the right to exercise such option without regard to the date such option would
first be exercisable, except that no option may be exercised less than six
months from the date of grant. This right continues, with respect to holders
whose employment with the Corporation terminates following a change in control,
for a period of twelve months after such termination or until the option's
expiration date, whichever is sooner. The instruments pursuant to which
restricted stock is granted under the Corporation's Restricted Stock Plans
provide that the restricted shares will be canceled and the Corporation will
make a cash payment, in an amount determined under the plan, to each holder in
the event of a change in control.

16
<PAGE> 20
AMENDMENT TO THE CORPORATION'S RESTATED
CERTIFICATE OF INCORPORATION

TO INCREASE AUTHORIZED COMMON STOCK

(PROPOSAL NO. 2)

The Board of Directors has authorized the submission to the
stockholders for their approval of an amendment to Article Fourth of the
Corporation's Restated Certificate of Incorporation to provide for an increase
in the number of shares of Common Stock authorized for issuance from 200,000,000
to 400,000,000. A copy of the revised Article Fourth is included in this Proxy
Statement as Exhibit A.

As of May 31, 1997, the Corporation had 114,906,753 shares of Common
Stock issued and outstanding and there were 7,218,819 shares of Common Stock
reserved for issuance under the Corporation's Stock Incentive and Restricted
Stock Plans.

Although the Corporation has considered, and continues to consider from
time to time, opportunities which may involve the issuance of its Common Stock,
the Corporation has no present plans and has not entered into any contracts,
arrangements or understandings (except as noted above with respect to stock
option plans) concerning the issuance of any additional Common Stock. The Board
of Directors believes an increase in the maximum number of authorized shares of
Common Stock is advisable at this time to provide for the availability of shares
for issuance in the future if the need arises, such as in connection with stock
options, stock dividends, stock splits, possible acquisitions, financings,
public offerings and other appropriate corporate purposes.

The amendment, if approved, would not itself affect the relative
equities of present stockholders. However, if the amendment is approved, the
Board of Directors will not be required to obtain further stockholder approval
prior to the issuance of any such additional shares except in transactions
legally requiring stockholder approval under Delaware law, such as certain
mergers to which the Corporation might be a party. Stockholders do not have
preemptive rights to subscribe for or purchase additional shares of Common Stock
and any issuance of Common Stock on other than a pro-rata basis may dilute the
ownership interest of present stockholders. Approval of the amendment by the
affirmative vote of the holders of a majority of the Corporation's issued and
outstanding Common Stock at August 4, 1997 is required for its adoption.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.

1997 STOCK INCENTIVE PLAN

(PROPOSAL NO. 3)

The use of stock incentives to secure and retain key employees of
outstanding ability, to further identify the interests of employees with the
interests of the stockholders, to encourage greater stock ownership by, and to
provide added incentive to, those individuals who carry a major part of the
responsibility for the success of the business has been and remains important in
American industry. In furtherance of these objectives, the Board of Directors
has adopted the 1997 Stock Incentive Plan (the "1997 Plan"), subject to approval
thereof by the vote of the holders of a majority of the Common Stock represented
and voting at the 1997 Annual Meeting. A copy of the 1997 Plan is attached
hereto as Exhibit B and the statements made in this Proxy Statement with respect
to the 1997 Plan are qualified by and subject to the more complete information
set forth therein.

The 1997 Plan provides for the granting of options to purchase for cash
an aggregate of not more than 3,000,000 shares of the Common Stock of the
Corporation (subject to adjustments in the event of a consolidation or other
corporate reorganization in which the Corporation is the surviving corporation)
which represents ____% of the outstanding shares of Common Stock as of August 4,
1997. The 1997 Plan also provides for automatic grants, over the five-year
period beginning with the 1997 Annual Meeting, to Directors who are not
employees of the Corporation. During the term of the Plan, no person may be
granted options for more than 400,000 shares during any fiscal year.

<PAGE> 21

Unless otherwise determined by the Committee, options may be granted to
key employees, including officers (approximately ___ as of August 4, 1997) of
the Corporation and its subsidiaries, as may be designated by those members, not
less than two, of the Compensation Committee of the Board of Directors, 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
Securities Exchange Act of 1934, as amended (the "Committee"). The Committee
will select persons to receive options from among the eligible employees,
determine the types of options and the number of shares to be awarded to
optionees, and set the terms, conditions and provisions of the options
consistent with the terms of the 1997 Plan. The Committee will also establish
rules for the administration of the 1997 Plan.

Under the terms of the 1997 Plan, the Committee may grant options to
purchase Common Stock of the Corporation at a price which may not be less than
the fair market value of the shares, as determined by the mean between the high
and low prices of the stock on the New York Stock Exchange on the date the
option is granted. In addition, the 1997 Plan provides that each Director who
is not also an employee of the Corporation and who remains in office
immediately following each of, or is elected at one of, the five consecutive
annual meetings beginning with the 1997 Annual Meeting will automatically be
granted, immediately after the conclusion of each such annual meeting, an
option to purchase shares of Common Stock. At the fiscal year 1997 and 1998
Annual Meetings, the option to Directors will be for 2,000 shares, and for the
fiscal year 1999, 2000 and 2001 Annual Meetings, the option will be for 4,000
shares. Each person who is not also an employee of the Corporation and who is
elected or appointed a Director during such five-year period other than at an
annual meeting will, upon such election or appointment, be granted an option to
purchase shares of Common Stock. Currently, there are 12 Directors eligible to
receive automatic grants of options under the 1997 Plan. The exercise price of
options granted to Directors under the 1997 Plan must be equal to the mean
between the high and low prices of the stock on the New York Stock Exchange on
the date of grant of the option and, the right to exercise such options will
vest one year from the date of the grant. As of August 4, 1997, the closing
price of the Corporation's Common Stock was $________. The 1997 Plan does not
permit the repricing of options or the grant of discounted options.

Unless otherwise determined by the Committee, options may not be
exercised later than ten years after the date of grant. Subject to the
limitations imposed by the provisions of the Code, certain of the options
granted under the 1997 Plan to key employees may be designated "incentive stock
options." The Corporation may make interest-free demand loans to holders of
options not designated as incentive stock options for the purpose of exercising
such options and paying any tax liability associated with such exercise.

Unless otherwise determined by the Committee, no option may be
exercised until the optionee has completed a year of service after the option is
granted, except in the case of termination of an employee's employment or a
Director's directorship because of death or disability, nor may an option be
exercised after termination of an employee's employment or a Director's
directorship for any reason other than death, disability or retirement. Unless
otherwise determined by the Committee, options may be exercised within
twenty-four months (i) after the optionee retires or (ii) after termination of
an employee's employment or a Director's directorship on account of permanent
disability (except that no option may be exercised less than six months from the
date of grant), and may be exercised within twelve months after death when in
the service of the Corporation or any of its subsidiaries. In the event of death
within the twenty-four month period following termination of an employee's
employment or a Director's directorship for retirement or permanent disability,
options may be exercised by the optionee's legal representative within twelve
months following the date of death, unless otherwise determined by the
Committee.

Since the contemplated options are to be granted as incentives, no cash
consideration will be received for the granting of the options. Payment in full
of the option price must be made upon exercise of any option. The options are
not transferable by the optionee except by will or by the laws of descent and
distribution, unless otherwise determined by the Committee.

The 1997 Plan provides for the use of authorized but unissued shares or
treasury shares. In the event of approval of the 1997 Plan, and to the extent
that treasury shares are not acquired for the purpose of the 1997 Plan,
authorized but unissued Common Stock of the Corporation will be issued upon
exercise of options granted under the 1997 Plan.

<PAGE> 22

Unless otherwise determined by the Committee, no options or awards may
be granted under the 1997 Plan after June 1, 2007, but options or awards granted
prior to such date may extend beyond that date. The 1997 Plan may be
discontinued by the Board of Directors, but no termination may impair options or
awards granted prior thereto.

Upon the occurrence of a change in control of the Corporation, each
holder of an unexpired option under the 1997 Plan will have the right to
exercise the option in whole or in part without regard to the date that such
option would be first exercisable, and such right will continue, with respect
to any such holder whose employment with the Corporation or subsidiary or whose
directorship terminates following a change in control, for a period ending on
the earlier of the date of expiration of such option or the date which is
twelve months after such termination of employment or directorship.

The Committee may alter or amend the 1997 Plan at any time. No
amendment by the Committee, however, may (i) increase the total number of shares
reserved for purposes of the 1997 Plan, (ii) reduce the option price to an
amount less than the fair market value at the time the option was granted, (iii)
increase the maximum number of options which may be granted to an optionee under
the 1997 Plan, or (iv) modify the provision for the automatic grant of options
to Directors, unless such amendment is approved by the stockholders. No
amendment or alteration may impair the rights of optionees with respect to
options theretofore granted, except the Committee may revoke and cancel any
outstanding options which, in the aggregate, would create a significant adverse
effect on the Corporation's financial statements in the event that the Financial
Accounting Standards Board issues a statement requiring an accounting treatment
which causes such adverse effect with respect to options then outstanding. The
Committee has the power to interpret the 1997 Plan and to make all other
determinations necessary or advisable for its administration.

Under current federal tax law, non-incentive stock options granted
under the 1997 Plan will not result in any taxable income to the optionee at the
time of grant or any tax deduction to the Corporation. Upon the exercise of such
option, the excess of the market value of the shares acquired over their cost is
taxable to the optionee as compensation income and is generally deductible by
the Corporation. The optionee's tax basis for the shares is the market value
thereof at the time of exercise.

Neither the grant nor the exercise of an option designated as an
incentive stock option results in any federal tax consequences to either the
optionee or the Corporation. At the time the optionee sells shares acquired
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
applicable holding period is satisfied. If the optionee disposes of such shares
within two years of the date of grant or within one year of the date of
exercise, an amount equal to the lesser of (i) the difference between the fair
market value of the shares on the date of exercise and the exercise price, or
(ii) the difference between the exercise price and the sale price will be taxed
as ordinary income and the Corporation 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 will qualify as capital gain if
the applicable holding period is satisfied. If the optionee exercises an
incentive stock option more than three months after his or her termination of
employment due to retirement, he or she is deemed to have exercised a
non-incentive stock option.

The Corporation believes that compensation received by optionees on the
exercise of non-incentive stock options or the disposition of shares acquired
upon exercise of any incentive stock options will be considered
performance-based compensation and not subject to the $1,000,000 deductibility
limit of Section 162(m) of the Code.

For fiscal 1998, the amounts that may be received by the Directors as
a group under the 1997 Plan are set forth in the following table.

NEW PLAN BENEFITS

<TABLE>
<CAPTION>
1997 Stock Incentive Plan
--------------------------
Name and Position Dollar Value ($) Number of Units
- ----------------- ---------------- ---------------
<S> <C> <C>
Non-Executive Director Group NA 24,000
</TABLE>

The amounts that may be received by the other participants under the
1997 Plan are not included in the table because such amounts are not currently
determinable.

The affirmative vote of the holders of a majority of the Corporation's
Common Stock represented in person or by proxy at the Annual Meeting is required
for approval of the 1997 Plan.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.

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AUDITORS

(PROPOSAL NO. 4)

Arthur Andersen LLP have been the auditors for the Corporation since
1972. Upon the recommendation of the Audit Committee, the Board of Directors has
designated Arthur Andersen LLP to be the independent auditors of the Corporation
for the year ending May 31, 1998. The Board of Directors will offer a resolution
at the Annual Meeting to ratify this designation. It is anticipated that
representatives of Arthur Andersen LLP will be present at the meeting to respond
to appropriate questions, and they will have an opportunity, if they desire, to
make a statement.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.

STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS

(PROPOSAL NO. 5)

The Service Employees International Union (SEIU) Master Trust, 1313 L
Street NW, Washington, DC 20005, the beneficial owner of 12,200 shares of Common
Stock of the Corporation, and the Southwest Ohio Carpenters District Council
Pension Fund, 130 Tri-County Parkway, Suite 403, Cincinnati, Ohio 45246, the
beneficial owner of 3,400 shares of Common Stock of the Corporation, have
submitted the following proposal.

PROPONENT'S STATEMENT IN SUPPORT

Whereas: The American political election process is the
cornerstone of the country's democratic system of government, serving
as the central means by which all citizens can participate in the
public debate of ideas and elect representatives to protect and promote
our collective interests; and

Whereas: The integrity of the American political election
process is of critical importance to all citizens; and

Whereas: There has been a significant increase in the amount
of money injected into the political election process in the form of
"soft dollar" contributions from private sector contributors. ("Soft
dollar" contributions are those financial contributions given by
individuals or institutions to national and state political parties for
"party building" purposes); and

Whereas: The significant increase in the amount of money
injected into the political election system in the form of "soft
dollar" contributions from private sector contributors has contributed
to increasing public cynicism towards an electoral process in which a
declining percentage of citizens are participating; and

Whereas: The direct contribution of corporate assets, held in
the collective interests of all corporate shareholders, into the
political election process without written contribution guidelines or
contribution reporting to shareholders is inappropriate; therefore, be
it

RESOLVED, that the shareholders of Federal Express Corporation
("Company") urge the Board of Directors to establish corporate
political contribution guidelines and reporting provisions that include
the following features:

1. Contribution Guidelines: The Board of Directors would
present written contribution guidelines in the Company's annual report
and Form 10-K that clearly define the issues and interests that the
Corporation is seeking to promote with its "soft dollar" political
contributions; and

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<PAGE> 24

2. Contribution Reporting: Comprehensive political contribution
reporting would be provided in the Company's annual report and Form
10-K documenting all the entities that were the recipients of the
Company's political "soft dollar" contributions during the previous
twelve month period.

BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

Legally permitted contributions are made by the Corporation from time
to time in support of, or in opposition to, specific ballot issues, where a
substantial interest to the Corporation exists. The Corporation has, where
lawful, also made modest contributions to individual candidates in state
elections and may do so in the future. In addition, the Corporation has
infrequently made legally permitted "soft money" contributions to the national
political parties in modest amounts to stimulate individual political activities
by the general population. Under current federal law, the national party
committees publicly disclose all such "soft money" contributions.

The Corporation has authorized the formation of an employee political
action committees (PAC) through which individuals may, on an entirely voluntary
basis, contribute personal funds to candidates and political committees. The
Corporation assumes the small administrative cost associated with this PAC.

The Corporation and the PAC comply with all federal and state reporting
requirements which have been established to ensure public disclosure of
political contributions. Information regarding all federal contributions is
available to the public and may be obtained by contacting the Federal Election
Commission. These reports include public disclosure of "soft money"
contributions.

In addition, the information required to be disclosed in the
Corporation's Annual Report on Form 10-K is governed by the Securities Exchange
Act of 1934, as amended, and the regulations thereunder. These rules do not
require disclosure of the Corporation's political contributions in the Form
10-K; therefore, including this information will require additional preparation
time and unnecessary expense to the Corporation.

For these reasons, the Board of Directors believes that no useful
purpose would be served by taking the further actions envisioned by this
Proposal.

If the stockholder proposal is properly presented at the meeting, the
affirmative vote of the holders of a majority of the Corporation's Common Stock
represented in person or by proxy at the Annual Meeting is required for adoption
of the resolution.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST"
THIS PROPOSAL.

STOCKHOLDER PROPOSAL - DECLASSIFY BOARD

(PROPOSAL NO. 6)

The Amalgamated Bank of New York LongView Collective Investment Fund,
11-15 Union Square, New York, New York 10003, the beneficial owner of 28,000
shares of Common Stock of the Corporation, has submitted the following proposal:

RESOLVED, the stockholders of Federal Express Corporation request that
the Board of Directors take the necessary steps in accordance with
Delaware law to declassify the Board of Directors so that all directors
are elected annually, such declassification to be carried out in a
manner that does not affect the unexpired terms of directors previously
elected.

PROPONENT'S STATEMENT IN SUPPORT

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<PAGE> 25

The election of directors is the primary avenue for
stockholders to influence corporate governance policies and to hold
management accountable for its implementation of those policies. We
believe that the classification of the Board of Directors, which
results in only a portion of the Board being elected annually, is not
in the best interests of our Corporation and its stockholders.

The Federal Express Board of Directors is divided into three
classes serving staggered, three-year terms. We believe that the
Company's classified Board of Directors maintains the incumbency of the
current Board, and therefore of current management, which in turn
limits the Board's accountability to stockholders.

The elimination of Federal Express's classified Board would
require each director to stand for election annually and allow
stockholders an opportunity to register their views on the performance
of the Board collectively and each director individually. We believe
this is one of the best methods available to stockholders to ensure
that the Corporation will be managed in a manner that is in the best
interest of stockholders.

We believe that concerns expressed by companies with
classified boards that the annual election of all directors could leave
companies without experienced directors in the event that all
incumbents are voted out by stockholders are unfounded. In our view, in
the unlikely event that stockholders vote to replace all directors,
this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.

WE URGE YOU TO VOTE FOR THIS RESOLUTION!

BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

At the 1989 Annual Meeting of the Corporation's stockholders, the
stockholders approved an amendment to the Corporation's By-laws to provide for
the classification of the Board of Directors into three equal or nearly equal
classes, each to serve for a term of three years, with one class being elected
each year.

The Board of Directors believes that the longer period of time required
to elect a majority of a classified board of directors helps to assure the
continuity and stability of the Corporation's management and polices in the
future, because a majority of the Directors at any given time will have prior
experience as Directors of the Corporation. Continuity and quality of leadership
that results from the classified board creates long-term value for the
stockholders.

The Board of Directors believes a classified board reduces the
possibility of a sudden and surprise change in majority control of the Board of
Directors. The Board also believes a classified board has the effect of impeding
disruptive and inequitable tactics that are relatively common corporate takeover
practices. In the event of a hostile takeover attempt, we believe the fact that
approximately two-thirds of the Board members have tenure for more than a year
would encourage a person seeking to gain control of the Corporation to initiate
arms-length discussions with management and the Board of Directors, who are in a
position to negotiate a transaction that is most favorable to the Corporation
and the stockholders.

With respect to proponent's claim that the classified board has
maintained the incumbency of the current Board or entrenched management, it
should be noted that since 1989 (the year the Board was classified), six new
individuals have joined the Corporation's Board of Directors as a result of the
Board's retirement policy for Directors and the addition of new directorships
created by the Board. During the same period, most of the Corporation's senior
management has changed.

For these reasons, the Board of Directors continues to believe that the
Corporation's classified board promotes the best interests of the stockholders.

If approved, this proposal would serve as a recommendation to the Board
of Directors to take the necessary steps to eliminate the classified board. Such
steps would, if taken, include repealing the classified board provisions in the
Corporation's By-laws which, in accordance with the terms approved by the
Corporation's stockholders in 1989, requires

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<PAGE> 26

the affirmative vote of the holders of at least 80% of the voting power of all
shares of the Corporation entitled to vote generally in the election of
directors. Therefore, stockholders owning 20% plus one share could defeat a
proposal to amend the Corporation's By-laws to declassify the Board. Frederick
W. Smith and the other Directors and executive officers of the Corporation own
beneficially approximately 10% of the outstanding shares of the Corporation.
This group together with approximately 10% of the other stockholders could
defeat such a proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" THIS
PROPOSAL.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the Corporation's
1998 Annual Meeting of Stockholders must be received by the Corporation on or
prior to April 8, 1998 to be eligible for inclusion in the Corporation's proxy
statement and form of proxy to be used in connection with the 1998 Annual
Meeting of Stockholders.

OTHER BUSINESS

The Board of Directors knows of no other business which will be
presented at the meeting. If, however, other matters are properly presented, the
persons named in the enclosed proxy will vote the shares represented thereby in
accordance with their best judgment.

By order of the Board of Directors,

KENNETH R. MASTERSON
Secretary

<PAGE> 27

EXHIBIT A

AMENDMENT TO THE FEDERAL EXPRESS CORPORATION
RESTATED CERTIFICATE OF INCORPORATION

If approved by the stockholders of the Corporation, delete Article
Fourth and substitute in lieu thereof the following:

ARTICLE FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 404,000,000 shares
consisting of 4,000,000 shares of Series Preferred Stock, no par value (herein
called the "Series Preferred Stock"), and 400,000,000 shares of Common Stock,
par value $0.10 per share (herein called the "Common Stock").

A-1

<PAGE> 28

EXHIBIT B

FEDERAL EXPRESS CORPORATION
1997 STOCK INCENTIVE PLAN

1. PURPOSE OF PLAN

The purpose of the Federal Express Corporation 1997 Stock Incentive
Plan (the "Plan") is to aid Federal Express Corporation (the "Corporation") and
its subsidiaries in securing and retaining key employees and directors of
outstanding ability and to provide additional motivation to such employees and
directors to exert their best efforts on behalf of the Corporation and its
subsidiaries. The Corporation expects that it will benefit from the added
interest which such employees and directors will have in the welfare of the
Corporation as a result of their ownership or increased ownership of the
Corporation's Common Stock.

2. STOCK SUBJECT TO THE PLAN

The total number of shares of Common Stock of the Corporation that may
be optioned under the Plan is 3,000,000 shares, which may consist, in whole or
in part, of unissued shares or treasury shares. Any shares optioned hereunder
that are canceled or cease to be subject to the option may again be optioned
under the Plan.

3. ADMINISTRATION

The Plan shall be administered by those members, not less than two, of
the Compensation Committee of the Board of Directors, 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 Securities Exchange
Act of 1934, as amended (the "Committee"). Members of the Committee shall be
eligible for participation in the automatic grant of options to directors
hereunder.

The Committee shall have the sole authority to grant options under the
Plan and, consistent with the Plan, to determine the provisions of the options
to be granted, to interpret the Plan and the options granted under the Plan, to
adopt, amend and rescind rules and regulations for the administration of the
Plan and generally to administer the Plan and to make all determinations in
connection therewith which may be necessary or advisable, and all such actions
of the Committee shall be binding upon all participants. Committee decisions and
selections shall be made by a majority of its members present at the meeting at
which a quorum is present, and shall be final. Any decision or selection reduced
to writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly held.

4. ELIGIBILITY

Unless otherwise determined by the Committee, key employees, including
officers, of the Corporation and its subsidiaries (but excluding members of the
Committee except as provided in paragraph 7) who are from time to time
responsible for the management, growth and protection of the business of the
Corporation and its subsidiaries are eligible to be granted options under the
Plan. The employees who shall receive options under the Plan shall be selected
from time to time by the Committee in its sole discretion, from among those
eligible, and the Committee shall determine, in its sole discretion, the number
of shares to be covered by the option or options granted to each

B-1
<PAGE> 29

such employee selected, subject to the maximum number of stock options which may
be granted to an optionee under the Plan.

5. LIMIT ON AWARDS

Unless otherwise determined by the Committee, no option may be granted
under the Plan after May 30, 2007, but options theretofore granted may extend
beyond that date.

No optionee shall receive options for more than 400,000 shares of
the Corporation's Common Stock during any fiscal year under the Plan.

6. TERMS AND CONDITIONS OF STOCK OPTIONS

All options granted under this Plan shall be subject to all the
applicable provisions of the Plan, including the following terms and conditions,
and to such other terms and conditions not inconsistent therewith as the
Committee shall determine.

(a) Option Price. The option price per share for options granted to
employees shall be determined by the Committee, but shall not be
less than 100% of the fair market value at the time the option is
granted. The fair market value shall, for all purposes of the
Plan, be the mean between the high and low prices at which shares
of such stock are traded on the New York Stock Exchange on the
day on which the option is granted. In the event that the method
for determining the fair market value of the shares provided for
in this paragraph (a) shall not be practicable, then the fair
market value per share shall be determined by such other
reasonable method as the Committee shall, in its discretion,
select and apply at the time of grant of the option concerned.

(b) Time of Exercise of Option. Unless otherwise determined by the
Committee, each option shall be exercisable during and over such
period ending not later than ten years from the date it was
granted, as may be determined by the Committee and stated in the
option.

Unless otherwise determined by the Committee, no option shall be
exercisable during the year ending on the first anniversary date
of the granting of the option, except as provided in paragraphs
6(d) and 14 of the Plan.

(c) Payment. Each option may be exercised by giving written notice to
the Corporation specifying the number of shares to be purchased
and accompanied by payment in full (including applicable taxes,
if any) in cash therefor. No option shall be exercised for less
than the lesser of 50 shares or the full number of shares for
which the option is then exercisable. No optionee shall have any
rights to dividends or other rights of a stockholder with respect
to shares subject to his or her option until he or she has given
written notice of exercise of his or her option, paid in full for
such shares and, if requested, given the representation described
in paragraph 11 of the Plan.

(d) Rights After Termination of Employment. Unless otherwise
determined by the Committee, if an optionee's employment by the
Corporation or a subsidiary or if a director's directorship
terminates by reason of such person's retirement, the optionee's
option may thereafter be exercised to the extent to which it was
exercisable at the time of retirement but may not be exercised
after the expiration of the period of twenty-four months from the
date of such termination of employment or directorship or of the
stated period of the option, whichever period is the shorter;
provided, however, that if the optionee dies within twenty-four
months after such termination of employment or directorship, 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 the shorter.

B-2
<PAGE> 30

Unless otherwise determined by the Committee, if an optionee's
employment by the Corporation or a subsidiary or if a director's
directorship terminates by reason of permanent disability, the
optionee's option may thereafter be exercised in full (except that
no option may be exercised less than six months from the date of
grant) but may not be exercised after the expiration of the period
of twenty-four months from the date of such termination of
employment or directorship or of the stated period of the option,
whichever period is the shorter; provided, however, that if the
optionee dies within a period of twenty-four months after such
termination of employment or directorship, 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 the shorter.

Unless otherwise determined by the Committee, if an optionee's
employment by the Corporation or a subsidiary or if a director's
directorship terminates by reason of the optionee's death, the
optionee's option may thereafter be immediately exercised in full
by the legal representative of the estate or by the legatee of the
option under a last will, and 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 the shorter.

Unless otherwise determined by the Committee, if an optionee's
employment or if a director's directorship terminates for any
reason other than death, retirement or permanent disability, the
optionee's option shall thereupon terminate.

7. AUTOMATIC GRANT OF OPTIONS TO DIRECTORS

Notwithstanding any other provision of the Plan, the grant of options
hereunder to directors who are not also employees of the Corporation shall be
subject to the following terms and conditions:

(a) Immediately following each of the five consecutive Annual Meetings
of the Stockholders of the Corporation beginning with the 1997
Annual Meeting, each director of the Corporation who is then
incumbent and is not also an employee of the Corporation shall be
granted a non-incentive stock option to purchase 2,000 shares, for
the fiscal year 1997 and 1998 Annual Meetings, and 4,000 shares,
for the fiscal year 1999, 2000, and 2001 Annual Meetings, of the
Common Stock of the Corporation.

(b) If a person who is not also an employee of the Corporation is
elected or appointed a director other than at an Annual Meeting,
such person shall thereupon be granted a non-incentive stock
option to purchase 2,000 shares, if elected or appointed before
the 1997 or 1998 Annual Meetings, and 4,000 shares, if elected or
appointed after the 1998 Annual Meeting but before the 1999, 2000
or 2001 Annual Meetings, of the Common Stock of the Corporation.

(c) Each option granted to directors under this paragraph 7 shall be
exercisable at an exercise price equal to 100% of the fair market
value of the price of the Common Stock on the date of the grant,
as determined in accordance with the second sentence of paragraph
6(a) hereof.

(d) Each option granted to directors under this paragraph 7 shall be
exercisable on and after the first anniversary of the date of
grant.

(e) Unless otherwise provided in the Plan, all provisions with respect
to the terms of non-incentive stock options hereunder shall be
applicable to stock options granted to directors.

(f) The automatic grants described in this paragraph 7 shall
constitute the only grants under the Plan permitted to be made to
directors who are not also employees of the Corporation.

8. TRANSFERABILITY RESTRICTION

B-3

<PAGE> 31

Unless otherwise determined by the Committee, the option by its terms
shall be personal and shall not be transferable by the optionee otherwise than
by will or by the laws of descent and distribution. During the lifetime of an
optionee, the option shall be exercisable only by the optionee, or by a duly
appointed legal representative, unless otherwise determined by the Committee.

9. DESIGNATION OF CERTAIN OPTIONS AS INCENTIVE STOCK OPTIONS

Options or portions of options granted to employees hereunder may, in
the discretion of the Committee, be designated as "incentive stock options"
within the meaning of Section 422 of the Code. In addition to the terms and
conditions contained in paragraph 6 hereof, options designated as incentive
stock options shall also be subject to the condition that the aggregate fair
market value (determined at the time the options are granted) of the
Corporation's Common Stock with respect to which incentive stock options are
exercisable for the first time by any individual employee during any calendar
year (under this Plan and all other similar plans of the Corporation and its
subsidiaries) shall not exceed $100,000.

10. LOANS TO OPTIONEES

The Corporation may make interest-free demand loans to holders of
options which are not designated or qualified hereunder or by the Code as
"incentive stock options" for the purpose of exercising such options or for the
purpose of enabling optionees to pay any tax liability associated with the
exercise of any such option. Such loans shall be fully secured by shares of
Common Stock of the Corporation and shall in any event be repayable upon the
termination of the optionee's employment or directorship with the Corporation
for any reason. The Committee shall establish written procedures concerning the
application for and making of such loans.

11. INVESTMENT REPRESENTATION

Upon any distribution of shares of Common Stock of the Corporation
pursuant to any provision of this Plan, the distributee may be required to
represent in writing that he or she is acquiring such shares for his or her own
account for investment and not with a view to, or for sale in connection with,
the distribution of any part thereof. The certificates for such shares may
include any legend which the Corporation deems appropriate to reflect any
restrictions on transfers.

12. TRANSFER, LEAVE OF ABSENCE, ETC.

For the purpose of the Plan: (a) a transfer of an employee from the
Corporation to a subsidiary, or vice versa, or from one subsidiary to another,
and (b) a leave of absence, duly authorized in writing by the Corporation, shall
not be deemed a termination of employment.

13. RIGHTS OF EMPLOYEES AND OTHERS

(a) No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan.

(b) Nothing contained in the Plan shall be deemed to give any employee
the right to be retained in the service of the Corporation or its
subsidiaries.

14. CHANGES IN CAPITAL OR CONTROL

If the outstanding Common Stock of the Corporation subject to the Plan
shall at any time be changed or exchanged by declaration of a stock dividend,
stock split, combination of shares, recapitalization, merger, consolidation or
other corporate reorganization, the number and kind of shares subject to this
Plan and the option prices shall be approximately and equitably adjusted so as
to maintain the option price thereof. Notwithstanding any other provision of
the Plan, upon the occurrence of a Change in Control, as hereinafter defined,
each holder of an unexpired option under the Plan shall have the right to

B-4

<PAGE> 32

exercise such option in whole or in part without regard to the date that such
option would be first exercisable, and such right shall continue, with respect
to any such holder whose employment with the Corporation or subsidiary or whose
directorship on the Board of Directors terminates following a Change in
Control, for a period ending on the earlier of the date of expiration of such
option or the date which is twelve months after such termination of employment
or directorship.

For purposes of the Plan, a "Change in Control" of the Corporation
shall be deemed to have occurred if:

(a) any person, as such term is used in Sections 13(d)(3) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended, becomes a
beneficial owner (within the meaning of Rule 13d-3 under such Act)
of 20% or more of the Corporation's outstanding Common Stock;

(b) there occurs within any period of two consecutive years any change
in the directors of the Corporation such that the members of the
Corporation's Board of Directors prior to such change do not
constitute a majority of the directors after giving effect to all
changes during such two-year period unless the election, or the
nomination for election by the Corporation's stockholders, of each
new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of the period; or

(c) the Corporation is merged, consolidated or reorganized into or
with, or sells all or substantially all of its assets to, another
corporation or other entity, and immediately after such
transaction less than 80% of the voting power of the
then-outstanding securities of such corporation or other entity
immediately after such transaction is held in the aggregate by
holders of the Corporation's Common Stock immediately before such
transaction.

In addition, if the Corporation enters into an agreement or series of
agreements or the Board of Directors of the Corporation adopts a resolution
which results in the occurrence of any of the foregoing events, and the
employment or directorship of a holder of an option under the Plan is terminated
after the entering into of such agreement or series of agreements or the
adoption of such resolution, then, upon the occurrence of any of the events
described above, a Change in Control shall be deemed to have retroactively
occurred on the date of entering into of the earliest of such agreements or the
adoption of such resolution.

15. USE OF PROCEEDS

Proceeds from the sale of shares pursuant to options granted under this
Plan shall constitute general funds of the Corporation.

16. AMENDMENTS

The Board of Directors may discontinue the Plan and the Committee may
amend the Plan from time to time, but no amendment, alteration or
discontinuation shall be made which, without the approval of the stockholders,
would:

(a) Except as provided in paragraph 14 of the Plan, increase the
total number of shares reserved for the purposes of the Plan;

(b) Decrease the option price of an option to less than 100% of the
fair market value on the date of the granting of the option;

(d) Amend or modify paragraph 7 of the Plan.

B-5

<PAGE> 33

Neither shall any amendment, alteration or discontinuation impair the
rights of any holder of an option theretofore granted without the optionee's
consent; provided, however, that if the Committee after consulting with
management of the Corporation 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 Corporation's financial statements because of
the fact that options granted before the 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. Such
cancellation and revocation shall be effective upon written notice by the
Committee to the holders of such options.

17. REPRICING RESTRICTION

Options granted under this Plan shall not be repriced by the
Corporation for any reason.

18. EFFECTIVE DATE OF PLAN

This Plan shall be effective upon its approval by the Corporation's
Board of Directors and stockholders.

19. COMPLIANCE WITH SECTION 16(b)

The Plan is intended to comply with all applicable conditions of Rule
16b-3 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended. All transactions involving the Corporation's directors and
executive officers are subject to such conditions, regardless of whether the
conditions are expressly set forth in the Plan. Any provision of the Plan that
is contrary to a condition of Rule 16b-3 shall not apply to directors and
executive officers of the Corporation.

B-6

<PAGE> 34
Appendix A

PROXY FEDERAL EXPRESS CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE CORPORATION FOR THE ANNUAL MEETING OF
STOCKHOLDERS SEPTEMBER 29, 1997

The undersigned hereby constitutes and appoints KENNETH R. MASTERSON
and THEODORE L. WEISE, and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned
and to vote all of the shares of stock of the undersigned in Federal Express
Corporation at the Annual Meeting of Stockholders of said Corporation to be held
at the Memphis Marriott, 2625 Thousand Oaks Boulevard, Memphis, Tennessee on
Monday, September 29, 1997, and at any adjournments thereof, on Items 1 through
6 as specified on the reverse side hereof (with discretionary authority under
Item 1 to vote for a new nominee if any nominee has become unavailable) and on
such other matters as may properly come before said meeting.

ELECTION OF CLASS II DIRECTORS. NOMINEES: COMMENTS

Ralph D. DeNunzio
-------------------------------
Charles T. Manatt
-------------------------------
George J. Mitchell
-------------------------------
Jackson W. Smart, Jr.
-------------------------------
Joshua I. Smith
-------------------------------
(If you have written in the
above space, please mark the
corresponding box on the reverse
side of this card.)

<TABLE>
<S> <C>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE SEE REVERSE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE SIDE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. MR. MASTERSON AND MR. WEISE CANNOT -------------
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

1997 ANNUAL MEETING GUIDELINES

In the interest of an orderly and constructive meeting, the following
guidelines will apply for Federal Express Corporation's Annual Meeting of
Stockholders.

1. The business of the meeting is set forth in the Notice of Annual
Meeting of Stockholders and Proxy Statement dated August 7, 1997 and
will be published in the Program for the meeting. If you do not return
your proxy prior to the meeting you may sign, date and hand your proxy
card to the Inspector of Election or any of the individuals at the
registration table. If you wish to change your vote or vote by ballot,
a ballot will be distributed to you during the meeting.

2. If you wish to comment on any of the proposals which will be voted on
at the meeting or ask an appropriate question about the business of the
Corporation at the end of the meeting, please register your intention
to do so on the sign-up sheet at the registration table.

3. Please register your attendance at the meeting on the sign-up sheet at
the registration table. Briefcases, purses and parcels may be examined
or searched before you are admitted to the meeting. No signs, placards,
banners or similar materials may be brought into the meeting.

4. The use of cameras or sound recording equipment of any kind is
prohibited, except those employed by the Corporation to provide a
record of the proceedings.

5. Time has been reserved at the end of the meeting for stockholder
questions that relate to the business of the Corporation. After you
have registered and at the appropriate time, please go to the
microphone, state your name and confirm that you are a stockholder or
employee before asking your question. Please direct all comments or
questions to the Chairman. Comments or questions from the floor are
limited to two minutes to provide an opportunity for as many
stockholders as possible.

<PAGE> 35

6. Personal grievances or claims are not appropriate subjects for the
meeting.

7. The Chairman in his sole discretion shall have authority to conduct
the meeting and rule on any questions or procedures that may arise.

Voting results announced by the Inspector of Election at the meeting are
preliminary. Final results will be included in the summary of the results of the
meeting included in the Corporation's first quarter Report on Form 10-Q.

<PAGE> 36

|X| Please mark your
votes as in this
example.

6169

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE
CLASS II DIRECTORS, FOR PROPOSALS 2 THROUGH 4 AND AGAINST PROPOSALS 5 AND 6.

- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 THROUGH 4 AND A VOTE
AGAINST ITEMS 5 AND 6.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR WITHHELD
<S> <C> <C>
1. ELECTION OF CLASS II DIRECTORS [ ] [ ]

FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING
NOMINEE(S):

- -------------------------------------------------
FOR AGAINST ABSTAIN

2. APPROVAL OF INCREASE OF AUTHORIZED SHARES [ ] [ ] [ ]

3. APPROVAL OF 1997 STOCK INCENTIVE PLAN [ ] [ ] [ ]

4. APPROVAL OF INDEPENDENT ACCOUNTANTS [ ] [ ] [ ]

5. STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS [ ] [ ] [ ]

6. STOCKHOLDER PROPOSAL - DECLASSIFY BOARD [ ] [ ] [ ]

[ ] COMMENTS ON REVERSE SIDE [ ] I REQUEST MY NAME BE DISCLOSED WITH MY VOTE AND COMMENTS, IF ANY.

- ------------------------------------------------------------------------------------------------------------------------------------

The signer hereby revokes all proxies heretofore given by
the signer to vote at said meeting or any adjournments
thereof.

NOTE: Please sign exactly as name appears on this card.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.

--------------------------------------------------------------------

--------------------------------------------------------------------
SIGNATURE(S) DATE

</TABLE>