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Corporation Fedex

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Governance Guidelines
The Board of Directors has adopted these Guidelines to further its longstanding goal of providing effective governance of the Company's business and affairs for the long-term benefit of the Company's stockholders. These Guidelines are reviewed periodically and revised as appropriate to ensure the effective functioning of the Board of Directors and high quality corporate governance.

Board Responsibilities
1. Basic Responsibilities of Board Members. The fundamental responsibility of members of the Company's Board of Directors is to promote the best interests of the Company and its stockholders by overseeing the management of the Company's business and affairs. In doing so, Board members have two basic legal obligations to the Company and its stockholders: (a) the duty of care, which generally requires that Board members exercise appropriate diligence in making decisions and in overseeing management of the Company, and (b) the duty of loyalty, which generally requires that Board members make decisions based on the best interests of the Company and its stockholders and without regard to any personal interest. 2. Conflicts of Interest and Related Person Transactions; Corporate Opportunities. Procedures for the review and preapproval of related person transactions are set forth in the policy attached hereto as Appendix A. If a Board member develops an actual or potential conflict of interest with the Company that is not covered by the attached policy, he or she should immediately notify the Executive Vice President, General Counsel and Secretary or his or her designee of all material facts and circumstances regarding the conflict. Any significant conflict must be resolved, or the Board member should resign. In addition, if a Board member becomes aware of a corporate opportunity that could benefit the Company, he or she must first present the

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