2003 Governance Charter: FDX

Nominating & Governance Committee Charter

Purpose
The purpose of the Nominating & Governance Committee is to:

Identify individuals qualified to become Board members;

Recommend to the Board director nominees to be proposed for election at the annual meeting of stockholders;

Recommend to the Board directors for appointment to Board committees;

Develop, and recommend to the Board for approval, Corporate Governance Guidelines and a Code of Business Conduct and Ethics for the Company; and

Assist the Board in developing and implementing "best practices" to enhance the quality of the Company's corporate governance.

Membership and Subcommittees

The Nominating & Governance Committee shall consist of such number of members of the Board of Directors of the Company as shall be appointed by the Board from time to time, but in no event shall the Committee consist of fewer than three members. The Board of Directors shall designate the Chairperson of the Committee. Each member of the Nominating & Governance Committee shall meet the applicable independence requirements of the New York Stock Exchange and any other legal requirements applicable to Committee members. The Board of Directors may change the membership of the Committee at any time.
Unless otherwise prohibited by the Company's Certificate of Incorporation or Bylaws, the Nominating & Governance Committee may form and delegate authority to any subcommittee as it deems appropriate or advisable.

Functions, Powers and Responsibilities
The Nominating and Governance Committee shall:


Board of Directors and Committees

1. Establish and review with the Board of Directors annually criteria for Board membership, which will be set forth in the Company's Corporate Governance Guidelines.
2. Identify, evaluate and recruit individuals qualified for Board membership.
3. Recommend to the Board director nominees to be proposed for election at the annual meeting of stockholders.
4. Recommend for election by the Board director nominees to fill vacancies or newly-created directorships.
5. Recommend to the Board of Directors nominees for appointment, including a Chairperson, to each committee of the Board.
6. Review, and make recommendations to the Board of Directors with respect to, the size, structure, composition, processes and practices of the Board and the Board committees.
7. Develop and oversee an orientation program for new Board members.


Director Search Firms
8. Have the sole authority to retain and terminate any search firm used to identify director candidates and to approve such search firm's fees and other retention terms.


Performance Evaluations
9. Implement and oversee the annual performance evaluation of the Board of Directors and each committee of the Board (including a review by the Committee of its own performance), and provide a report of the results to the Board of Directors.
10. Oversee the processes by which the CEO and executive management are evaluated.


Corporate Governance Guidelines

11. Develop and recommend to the Board of Directors for approval Corporate Governance Guidelines for the Company.
12. Periodically review the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board of Directors for approval.


Codes of Conduct and Ethics

13. Develop and recommend to the Board of Directors for approval a Code of Business Conduct and Ethics for the Company.
14. Consider and recommend to the Board of Directors for approval a Code of Ethics for Senior Financial Officers of the Company.
15. Periodically review the Company's Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers and recommend any proposed changes to the Board of Directors for approval.


Other

16. Review and make recommendations to the Board of Directors with respect to any stockholder proposal that relates to corporate governance, including a director nomination by a stockholder.
17. Annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.
18. Approve the minutes of all meetings of the Committee.
19. Report regularly to the Board of Directors on matters within the scope of the Committee, as well as any special problems that merit the attention of the Board.
20. Perform such other duties required by law or otherwise as are necessary or appropriate to ensure the effective functioning of the Board of Directors and high quality corporate governance, or as the Board of Directors may from time to time assign to it.
Adopted September 30, 2002