EXHIBIT 10.4

EXECUTION COPY

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FOURTH SUPPLEMENTAL INDENTURE

BETWEEN

MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY

AND

COMMERCE UNION BANK, TRUSTEE

DATED AS OF DECEMBER 1, 1984

SUPPLEMENTING INDENTURE DATED AS OF
AUGUST 1, 1979 BETWEEN THE
MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY AND
COMMERCE UNION BANK, TRUSTEE

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TABLE OF CONTENTS
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Section Page
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ARTICLE I

DEFINITIONS

1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 General Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II

SERIES 1984 BONDS

2.1 Authorization of the 1984 Federal Express
Acquisition Project . . . . . . . . . . . . . . . . . . . . . 5
2.2 Series 1984 Bonds; Details Thereof . . . . . . . . . . . . . . . . 5
2.3 Conversion to Fixed Interest Bonds . . . . . . . . . . . . . . . . 7
2.4 Purchase of Series 1984 Bonds . . . . . . . . . . . . . . . . . . 10
2.5 Provisions for Redemption of Series
1984 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.6 Place of Payment for Series 1984 Bonds;
Credits to the Reserve Account . . . . . . . . . . . . . . . 15
2.7 Execution and Forms of Series 1984
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.8 Series 1984 Bonds to Constitute Bonds . . . . . . . . . . . . . . 29

ARTICLE III

DISPOSITION OF PROCEEDS OF SERIES 1984 BONDS; SALE

3.1 Application of Series 1984 Bond
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.2 Application of Certain Moneys in
Construction Fund . . . . . . . . . . . . . . . . . . . . . . 29
3.3 Sale of Series 1984 Bonds . . . . . . . . . . . . . . . . . . . . 30

ARTICLE IV

AUTHORITY; FINDINGS AND DETERMINATIONS;
ARBITRAGE AND INDUSTRIAL DEVELOPMENT BOND PROVISIONS

4.1 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4.2 Findings and Determinations . . . . . . . . . . . . . . . . . . . 30
4.3 Additional Findings and
Determinations . . . . . . . . . . . . . . . . . . . . . . . 32
4.4 Additional Findings as to the
Initial Lease . . . . . . . . . . . . . . . . . . . . . . . . 32
4.5 Arbitrage and Industrial Development
Bond Provisions . . . . . . . . . . . . . . . . . . . . . . . 32

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Section Page
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ARTICLE V

MISCELLANEOUS

5.1 Headings, Table of Contents . . . . . . . . . . . . . . . . . . . 33
5.2 Law and Place of Enforcement . . . . . . . . . . . . . . . . . . . 33
5.3 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.4 Reference to Fourth Supplemental
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . . . 35

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FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE, made this 13th day of December,
1984, but dated for convenience of reference as of the first day of December,
1984, between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY (the "Authority") and
COMMERCE UNION BANK, Trustee (the "Trustee").

WHEREAS, the Authority has heretofore executed and delivered
to the Trustee an Indenture dated as of August 1, 1979 (said Indenture, as
originally adopted and, unless the context shall clearly indicate otherwise, as
heretofore or hereafter supplemented, modified or amended from time to time by
any Supplemental Indenture permitted thereby, being defined in said Indenture
and referred to herein as the "Indenture") to secure, as provided therein,
Special Facilities Revenue Bonds (Federal Express Corporation) of the Authority
(in the Indenture and herein called the "Bonds") to be issued in one or more
series as provided in the Indenture; and

WHEREAS, pursuant to the Indenture there have been executed,
authenticated and delivered four series of Bonds known as the Authority's
Special Facilities Revenue Bonds, Series 1979, Series 1982A, Series 1982B and
Series 1982C (Federal Express Corporation), in the original principal amounts
of $34,970,000, $48,000,000, $22,000,000 and $47,770,000, respectively; and

WHEREAS, the Authority has heretofore executed and delivered
to the Trustee a First Supplemental Indenture dated as of March 13, 1980
amending the Indenture in certain respects, a Second Supplemental Indenture
dated as of May 1, 1982 amending and supplementing the Indenture in certain
respects and a Third Supplemental Indenture dated as of November 1, 1982
supplementing the Indenture in certain respects; and

WHEREAS, Federal Express Corporation ("Federal Express"), as
lessee under the Special Facility Lease Agreement between the Authority and
Federal Express, dated as of August 1, 1979 (the "Initial Lease") has, pursuant
to Section 5.8 of the Initial Lease, requested that the Authority issue a
series of Additional Bonds in the principal amount of $94,550,000 in accordance
with Sections 2.06 and 2.08 of the Indenture in order to fund the acquisition
and construction of the 1984 Federal Express Acquisition Project (as
hereinafter defined); and

WHEREAS, it is provided in the Indenture that without the
consent or concurrence of the holder of any Bond, the Authority and the Trustee
may enter into a Supplemental Indenture for the purpose of providing for the
issuance of Additional Bonds pursuant to the provisions of Article II of the
Indenture; and

WHEREAS, the Board of Commissioners of the Authority at a
meeting held on November 29, 1984 duly adopted a resolution approving, among
other things, this Fourth Supplemental Indenture, and the Third Special
Facility Supplemental Lease Agreement dated as of December 1, 1984
supplementing the Initial Lease, and authorizing the issuance, sale and
delivery of a series of Bonds to be known as the Memphis-Shelby County Airport
Authority, Special Facilities Revenue Bonds, Series 1984 (Federal Express
Corporation) in the principal amount of $94,550,000 (the "Series 1984 Bonds")
which resolution has not been amended, modified or rescinded since the adoption
thereof and remains in full force and effect as of the date hereof; and

WHEREAS, the Authority desires to provide for the issuance of
the Series 1984 Bonds; and

WHEREAS, all things necessary to make the Series 1984 Bonds to
be issued under the Indenture when executed by the Authority and authenticated
and delivered under the Indenture, the valid special obligations of the
Authority payable solely from Revenues, as defined in the Indenture, have been
done and performed;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

That in order to provide for the issuance of the Series 1984
Bonds, and in consideration of the premises and of the purchase and acceptance
of the Series 1984 Bonds by the holders thereof, the Authority

covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective bondholders from time to time, as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Unless the context shall clearly
indicate some other meaning, all words and terms used in this Fourth
Supplemental Indenture (including, without limitation, in the next paragraph
hereof) which are defined in the Indenture shall have the meanings given to
them in the Indenture.

Unless the context shall clearly indicate some other meaning,
the following terms shall, for all purposes of the Indenture as originally
executed and of any indentures supplemental thereto (including for all purposes
this Fourth Supplemental Indenture) and for all purposes of any opinion or
instrument or other document therein or herein mentioned, have the following
meanings:

(a) "Adjusted Interest Rate" means the rate of interest
borne by the Series 1984 Bonds for each Bond Year.

(b) "Adjusted Interest Rate Effective Date" means the
September 1 immediately following each Tender Period.

(c) "Adjusted Interest Rate Notice" means the notice,
mailed by the Trustee to the holders of each Series 1984 Bond, stating (i) that
in accordance with the Tender Agreement each holder of a Series 1984 Bond shall
have the right to tender such Series 1984 Bond (endorsed in blank together with
any appropriate instruments of transfer as the Tender Agent may request) to the
Tender Agent during the then current Tender Period; (ii) the Anticipated
Adjusted Interest Rate; (iii) that the actual Adjusted Interest Rate will be
set on the Adjusted Interest Rate Setting Date; (iv) that the Adjusted Interest
Rate will apply to all Series 1984 Bonds for the Bond Year commencing on the
next Adjusted Interest Rate Effective Date; and (v) that the holders of the
Series 1984 Bonds may telephone a member of the Interest Rate Committee at a
number or numbers identified therein on or after 12:00 Noon on the Adjusted
Interest Rate Setting Date to ascertain the new Adjusted Interest Rate.

(d) "Adjusted Interest Rate Setting Date" means a date no
later than August 13 of each year.

(e) "Anticipated Adjusted Interest Rate" means the
anticipated interest rate for the Series 1984 Bonds as determined by the
Interest Rate Committee and as set forth in an Adjusted Interest Rate Notice.

(f) "Bond Year" means the period from September 1 in any
year to and including August 31 in the following year.

(g) "Business Day" means a day on which banks located in
the city in which the principal office of the Trustee is located are not
authorized or required by law to be closed and on which the New York Stock
Exchange is not closed.

(h) "Conversion Date" means the Adjusted Interest Rate
Effective Date on which the Fixed Interest Rate becomes effective.

(i) "Federal Express" means Federal Express Corporation,
a corporation duly organized and existing under the laws of the State of
Delaware, its successors and assigns.

(j) "Fixed Interest Rate" means the interest rate on the
Series 1984 Bonds determined in accordance with Section 2.3 hereof.

(k) "Fourth Supplemental Indenture" means this fourth
supplemental indenture.

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(l) "Holder" or "holder" means the person in whose name
any Series 1984 Bond is registered upon the registration books maintained by
the Trustee under the Indenture.

(m) "Interest Rate Committee" means Kidder, Peabody & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan,
Keegan & Company, Inc., or as the Committee may be constituted from time to
time.

(n) "1984 Federal Express Acquisition Project" means the
project described in Article II hereof.

(o) "Series 1984 Bonds" means the bonds of the series
authorized in Section 2.2 hereof in the aggregate principal amount of
$94,550,000 and designated "Memphis-Shelby County Airport Authority, Special
Facilities Revenue Bonds, Series 1984 (Federal Express Corporation)", with such
definition to be equally applicable to the singular and plural form of such
term.

(p) "Tender Agent" means Commerce Union Bank in the City
of Nashville, Tennessee and any successor thereto.

(q) "Tender Agreement" means the Tender and Option
Agreement dated as of December 1, 1984 by and between the Tender Agent, Kidder,
Peabody & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Keegan & Company, Inc. and Federal Express, as the same may be
supplemented and amended from time to time in accordance with the provisions
thereof.

(r) "Tender Period" means the period from the opening of
business on August 1 (or, if not a Business Day, the succeeding Business Day)
of each year to and including 4:00 P.M., New York time, on August 15 (or, if
not a Business Day, the succeeding Business Day) of each year, commencing in
1985.

(s) "Third Supplemental Lease" means that certain Third
Special Facility Supplemental Lease Agreement dated as of December 1, 1984, by
and between the Authority and Federal Express, supplementing the Special
Facility Lease Agreement dated as of August 1, 1979, by and between the
Authority and Federal Express (said Lease Agreement as heretofore amended and
supplemented being herein and in the Indenture referred to as the "Initial
Lease"), and as the same may hereafter be duly supplemented, modified or
amended from time to time.

Section 1.2. General Terms. Unless or except as the context
shall indicate otherwise or may otherwise require, in this Fourth Supplemental
Indenture: (i) all references to a particular section or subdivision of the
Indenture, the First Supplemental Indenture, the Second Supplemental Indenture,
the Third Supplemental Indenture or this Fourth Supplemental Indenture as the
case may be, are to the corresponding section or subdivision of the Indenture
as originally executed or the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture or this Fourth
Supplemental Indenture only, as the case may be; (ii) the terms "herein",
"hereunder", "hereby", "hereto", "hereof", and any similar terms, refer to this
Fourth Supplemental Indenture only, and as to this Fourth Supplemental
Indenture as a whole and not to any particular section or subdivision hereof;
(iii) the terms "therein", "thereunder", "thereby", "thereto", "thereof", and
any similar terms, refer to the Indenture only, and to the Indenture as a whole
and not to any particular section or subdivision thereof; and (iv) the term
"heretofore" means before the time of effectiveness of this Fourth Supplemental
Indenture and the term "hereafter" means after the time of such effectiveness.

ARTICLE II

SERIES 1984 BONDS

Section 2.1. Authorization of the 1984 Federal Express
Acquisition Project. There is hereby authorized and approved the acquisition
and construction of certain facilities and equipment including buildings, ramp
and sorting equipment and miscellaneous related equipment, as described in the
Third Supplemental Lease (the "1984 Federal Express Acquisition Project").

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Section 2.2. Series 1984 Bonds; Details Thereof. For the
purpose of providing funds to finance the acquisition of the 1984 Federal
Express Acquisition Project, which Project will constitute a part of the
Special Facility, there are hereby authorized to be issued and shall be issued
under the Indenture and secured thereby a series of Bonds in the aggregate
principal amount of ninety-four million five hundred fifty thousand dollars
($94,550,000), to be entitled and designated "Memphis-Shelby County Airport
Authority, Special Facilities Revenue Bonds, Series 1984 (Federal Express
Corporation)" (herein defined and referred to as the "Series 1984 Bonds"). The
Series 1984 Bonds shall be issuable in fully registered form; shall be dated as
of the date of their original issuance; shall be in the denomination of $5,000
or any integral multiple thereof; shall be numbered or lettered, or both, as
shall be determined by the Trustee, which numbers or letters shall have the
letter "R" prefixed thereto. The Series 1984 Bonds shall bear interest at the
rates per annum determined in the manner as hereinafter set forth, payable in
accordance with Section 4.01 of the Indenture, on March 1, 1985 and
semi-annually on the first day of each March and September thereafter. The
Series 1984 Bonds shall mature and become payable on September 1, 2009.
Interest on the Series 1984 Bonds shall be computed on the basis of a year of
360 days.

The Series 1984 Bonds shall bear interest from the date of
their original issuance to and including August 31, 1985 at the rate of seven
and one-quarter per centum (7.25%) per annum. Thereafter, and prior to the
Conversion Date, the Series 1984 Bonds shall bear interest for each subsequent
Bond Year at a rate of interest per annum determined as set forth below and
based upon a determination by the Interest Rate Committee as of the Adjusted
Interest Rate Setting Date in each year, which rate shall be the lowest rate
which in the judgment of the Interest Rate Committee on the basis of prevailing
financial market conditions would permit the resale on the Adjusted Interest
Rate Setting Date of the Series 1984 Bonds at par. On and after the Conversion
Date the Series 1984 Bonds shall bear interest at the rate of interest per
annum determined as set forth in Section 2.3 hereof.

On each July 31 (or, if not a Business Day, the next preceding
Business Day), beginning July 31, 1985, the Interest Rate Committee shall
determine the Anticipated Adjusted Interest Rate, which shall be the lowest
rate which in the Interest Rate Committee's judgment, on the basis of
prevailing financial market conditions, would permit the sale of the Series
1984 Bonds at par on the date of such determination. Immediately upon
determining the Anticipated Adjusted Interest Rate, the Interest Rate Committee
shall notify the Trustee of such rate, and not later than the Business Day
following such determination, the Trustee shall mail, by first class mail, to
the registered owner of each Series 1984 Bond as shown on the books of registry
maintained by the Trustee the Adjusted Interest Rate Notice.

The Interest Rate Committee shall determine the Adjusted
Interest Rate before 12:00 noon, New York time, on the applicable Adjusted
Interest Rate Setting Date, which rate shall be the lowest rate which in its
judgment on the basis of prevailing financial market conditions, would permit
on such Adjusted Interest Rate Setting Date the resale of all the Series 1984
Bonds at par. If the Interest Rate Committee does not determine an Adjusted
Interest Rate for any reason or if the Adjusted Interest Rate that is
determined by the Interest Rate Committee is held invalid or unenforceable by a
court of law, the rate of interest on the Series 1984 Bonds in effect on the
day immediately preceding the Adjusted Interest Rate Setting Date shall remain
in effect throughout the next following Bond Year. The Interest Rate Committee
shall provide telephonic notice, confirmed in writing, to the Trustee of the
Adjusted Interest Rate on or before 12:00 noon on the Adjusted Interest Rate
Setting Date. After 12:00 noon, New York time, on the Adjusted Interest Rate
Setting Date, any Interest Rate Committee member may release the new Adjusted
Interest Rate and any holder of a Series 1984 Bond may call any Interest Rate
Committee member to ascertain the new Adjusted Interest Rate.

The first Business Day after each determination of the
Adjusted Interest Rate, the Trustee shall mail, by first class mail, to the
registered owner of each Series 1984 Bond as shown in the books of registry
maintained by the Trustee notice of the Adjusted Interest Rate.

The determination of the Adjusted Interest Rate shall be final
and conclusive and each owner of a Series 1984 Bond, by his acceptance of such
bond, agrees to accept the rate of interest if determined as aforesaid. The
Adjusted Interest Rate shall take effect the following September 1,
notwithstanding any defect in (1) the determination of the Anticipated Adjusted
Interest Rate or the Adjusted Interest Rate (2) the mailing of Adjusted
Interest Rate Notice or (3) the communication to any bondowner of the
Anticipated Adjusted Interest Rate or the

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Adjusted Interest Rate. The Tender Agreement provides that no such defect
shall extend the period for tendering Series 1984 Bonds or otherwise change the
rights of bondowners to tender Series 1984 Bonds to the Tender Agent for
purchase.

Any provision in this Fourth Supplemental Indenture to the
contrary notwithstanding, in the event the Adjusted Interest Rate determined as
aforesaid shall exceed fifteen per centum (15%) per annum, then the Series 1984
Bonds shall bear interest at the rate of fifteen per centum (15%) per annum.

The Authority and members of the Interest Rate Committee shall
enter into an agreement setting forth the terms and conditions under which the
Interest Rate Committee shall serve in carrying out its obligations under this
Section 2.2 and Section 2.3 hereof.

Section 2.3. Conversion to Fixed Interest Rate. The
Authority at the direction of Federal Express hereby reserves the right to
permanently establish the rate of interest on the Series 1984 Bonds for the
balance of the term thereof in the manner hereinafter set forth in this Section
2.3 (such rate as so established herein defined as the "Fixed Interest Rate").

Pursuant to the Third Supplemental Lease the Authority has
granted to Federal Express, as lessee under such Agreement, the right to direct
the Authority to exercise the right to establish the Fixed Interest Rate on
September 1 of any year (herein defined as the "Conversion Date"). Such
direction must be made by notice in writing to the Authority, the Trustee and
the Tender Agent not later than the forty-fifth (45th) day (or, if not a
Business Day, the next preceding Business Day) preceding the Conversion Date
specifying the Conversion Date, which notice shall be accompanied by an opinion
of nationally recognized bond counsel acceptable to the Authority stating that
such establishment of the Fixed Interest Rate is authorized or permitted by the
Indenture, as amended and supplemented, and will not adversely affect the
exemption of the interest on the Series 1984 Bonds from federal income
taxation.

Immediately after receiving notice from Federal Express of
direction to establish the Fixed Interest Rate and not later than the fortieth
(40th) day (or, if not a Business Day, the next preceding Business Day) prior
to the Conversion Date, the Trustee shall mail by first class mail, to each
owner of a Series 1984 Bond at his address as it appears on the books of
registry kept by the Trustee notice (i) that the Authority has exercised its
right to establish a Fixed Interest Rate on the next ensuing September 1, (ii)
specifying the Conversion Date, (iii) that a notice will be sent on or about
the following August 1 of the anticipated Fixed Interest Rate, (iv) that the
Fixed Interest Rate will be determined no later than the following August 13,
(v) that in accordance with the Tender Agreement the holders of the Series 1984
Bonds have the option of tendering Series 1984 Bonds for purchase during the
Tender Period preceding the Conversion Date, (vi) that in accordance with the
Tender Agreement if Series 1984 Bonds are to be tendered for purchase, holders
of Series 1984 Bonds must tender the Series 1984 Bonds to the Tender Agent, or
the Tender Agent's designee in New York, New York for purchase during the
Tender Period, (vii) specifying the terms and conditions pursuant to which the
Series 1984 Bonds are to be delivered for purchase and the places where such
Bonds must be so delivered, (viii) that on the Conversion Date the Tender Agent
shall hold moneys equal to the purchase price of all tendered Series 1984 Bonds
in trust for the holders thereof, (ix) that Series 1984 Bonds not tendered
during the Tender Period prior to the Conversion Date will bear interest from
and after the Conversion Date at the Fixed Interest Rate, and (x) setting forth
such other information as the Trustee upon request of the Interest Rate
Committee or Federal Express may determine.

The Trustee shall, immediately upon receipt of notice from
Federal Express specifying the Conversion Date, without further authorization
or direction, notify the Interest Rate Committee, and the Interest Rate
Committee on July 31 (or, if not a Business Day, the next preceding Business
Day) preceding the Conversion Date shall determine the anticipated Fixed
Interest Rate on the Series 1984 Bonds which rate shall be the lowest rate
which in the judgment of the Interest Rate Committee on the basis of prevailing
financial market conditions would permit the resale of the Series 1984 Bonds at
par on the date of such determination. The Interest Rate Committee shall
immediately certify to the Trustee, the Tender Agent, the Authority and Federal
Express in writing as to the rate of interest per annum determined by it, as
aforesaid.

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The Trustee shall, not later than the Business Day following
receipt of notice of the anticipated Fixed Interest Rate without further
authorization or direction of the Authority, mail, by first class mail, notice
to each owner of a Series 1984 Bond at his address as it appears on the books
of registry kept by the Trustee pursuant to the Indenture advising the owners
and holders of Series 1984 Bonds (i) that the Authority has exercised its right
to establish a Fixed Interest Rate on the Series 1984 Bonds to maturity, (ii)
of the Conversion Date, (iii) of the anticipated Fixed Interest Rate, (iv) that
such rate shall be determined by the Interest Rate Committee no later than
August 13 prior to the Conversion Date and such rate shall be the lowest rate
which in the judgment of the Interest Rate Committee, on the basis of
prevailing financial market conditions, would permit the Series 1984 Bonds to
be sold at par on the date of such determination; (v) that the holders of the
Series 1984 bonds may telephone a member of the Interest Rate Committee at a
number or numbers identified therein on or after 12:00 noon on the date of the
determination of the Fixed Interest Rate to ascertain the Fixed Interest Rate;
(vi) that the Series 1984 Bonds shall be subject to redemption prior to their
maturity in accordance with their terms and a description of such terms, and
(vii) that the Series 1984 Bonds shall bear interest at the Fixed Interest Rate
from the Conversion Date until payment of the principal or redemption price
thereof shall have been made or provided for whether at maturity, upon
redemption or otherwise.

The Interest Rate Committee shall determine the Fixed Interest
Rate before 12:00 noon, New York time, on a date no later than August 13
preceding the Conversion Date which rate shall be the lowest rate which in its
judgment on the basis of prevailing financial market conditions, would permit
on such determination date the resale of all the Series 1984 Bonds at par. The
Interest Rate Committee shall provide telephonic notice, confirmed in writing,
to the Trustee of the Fixed Interest Rate on or before 12:00 noon on the
determination date. After 12:00 noon, New York time, on such determination
date prior to the Conversion Date, any Interest Rate Committee member may
release the Fixed Interest Rate and any bondholder may call any Interest Rate
Committee member to ascertain the Fixed Interest Rate.

On the first Business Day after determination of the Fixed
Interest Rate, the Trustee shall mail, by first class mail, to the registered
owner of each Series 1984 Bond as shown on the books of registry maintained by
the Trustee notice of the Fixed Interest Rate.

The determination of the Fixed Interest Rate on the Series
1984 Bonds if computed and determined as aforesaid shall be final and
conclusive, and each owner of a Series 1984 Bond, by his acceptance of the
Series 1984 Bond, agrees to accept such rate of interest if computed and
determined as aforesaid.

Any provision in this Fourth Supplemental Indenture to the
contrary notwithstanding, in the event the Fixed Interest Rate determined as
aforesaid shall exceed fifteen per annum (15%) per annum, then the Series 1984
Bond shall bear interest at the rate of fifteen per centum (15%) per annum.

Section 2.4. Purchase of Series 1984 Bonds. Federal Express
and Commerce Union Bank in Nashville, Tennessee, in its separate corporate
capacity as Tender Agent under the Tender Agreement and not as the Trustee
hereunder, and Kidder, Peabody & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Keegan & Company, Inc. (herein called
the "Remarketing Agents"), have entered into the Tender Agreement for the
benefit of the owners and holders of the Series 1984 Bonds. Under and subject
to the terms and conditions contained in the Tender Agreement, Federal Express
has directed the Tender Agent to purchase any Series 1984 Bonds tendered under
the Tender Agreement and to pay the purchase price therefor from moneys
available therefor as more fully set forth in the Tender Agreement.

Under the terms and conditions of the Tender Agreement,
Federal Express has granted the owners and holders of the Series 1984 Bonds
options to tender Series 1984 Bonds for purchase on September 1 of any year
prior to and including the Conversion Date at a purchase price equal to the
principal amount tendered to the Tender Agent or its designee in New York, New
York as hereinafter provided, and delivered during the Tender Period of the
Series 1984 Bonds to be purchased. The tender of a Series 1984 Bond for
purchase shall be revocable as set forth in the Tender Agreement until the end
of the Tender Period.

The Tender Agreement provides, generally, that:

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(a) the purchase of Series 1984 Bonds shall be made only
upon delivery to the Tender Agent or its designee in New York, New
York of such Series 1984 Bond or Bonds during the Tender Period
(together with necessary assignments and endorsements), at Commerce
Union Bank, One Commerce Place, Nashville, Tennessee 37219, Attention:
Corporate Trust Operation M-B or at the office of the designee of the
Tender Agent in New York, New York.

(b) the Tender Agent shall give notice to the Remarketing
Agents by telephone promptly confirmed in writing of the principal
amount of Series 1984 Bonds delivered to it for purchase as soon as
practicable after the receipt thereof but in no event later than the
first Business Day after the Tender Period.

The Tender Agreement also provides, generally, that the Tender
Agent shall purchase all tendered Series 1984 Bonds on the Conversion Date from
moneys made available to the Tender Agent by Federal Express, less the sum of
the proceeds received by the Remarketing Agents in remarketing the Series 1984
Bonds.

With respect to any Series 1984 Bond which is tendered for
purchase, delivery of such Series 1984 Bond shall be accompanied by an
appointment of the Tender Agent as attorney-in-fact for such owner or holder
for the purpose of transferring and exchanging such Series 1984 Bond on the
books of registry kept pursuant to the Indenture.

Any Series 1984 Bonds purchased in whole or in part pursuant
to the Tender Agreement shall continue to be deemed to be outstanding for all
purposes of the Indenture.

Under the terms of the Tender Agreement the Remarketing Agents
are required to offer for sale and use their best efforts to sell Series 1984
Bonds delivered for purchase (unless otherwise directed by Federal Express).
The proceeds received by the Tender Agent from the sale of any Series 1984
Bonds, or portions thereof, on behalf of Federal Express in excess of the
amount applied to the purchase price of Series 1984 Bonds tendered shall be
paid over to the Trustee under the Indenture and deposited in the Bond
Retirement Account in the Bond Fund and applied as are other moneys in said
Account. If the Remarketing Agents sell any tendered Series 1984 Bonds at less
than the principal amount thereof Federal Express shall pay to the Tender Agent
on the Adjusted Interest Rate Effective Date or the Conversion Date, as the
case may be, an amount equal to the difference between the sale price of such
Series 1984 Bonds and the principal amount thereof in order to provide moneys
under the Tender Agreement to pay the purchase price of the Series 1984 Bonds
tendered and remarketed at less than the principal amount thereof. The Tender
Agent shall notify Federal Express by telephone, confirmed in writing, on the
third Business Day preceding the Adjusted Interest Rate Effective Date or the
Conversion Date, as the case may be, of the amount required to be deposited
with the Tender Agent on such date.

The Authority is not a party to the Tender Agreement and is
not responsible for the performances thereunder of the parties thereto. The
rights granted the owners and holders of the Series 1984 Bonds under the Tender
Agreement do not constitute, and shall not be deemed to constitute, a part of
the contract between the owners or holders of the Series 1984 Bonds and the
Authority evidenced by the Indenture or the Series 1984 Bonds. Nevertheless,
the Tender Agreement has been executed by Federal Express for the benefit of,
and to induce the purchase of the Series 1984 Bonds by, all who shall at any
time and from time to time become owners or holders of the Series 1984 Bonds,
and such owners and holders are entitled to the benefits of the Tender
Agreement as third party beneficiaries. The initial Tender Agent as trustee
for the holders of the Series 1984 Bonds under the Tender Agreement has
accepted the obligation to protect certain rights of the owners and holders of
the Series 1984 Bonds, and in pursuance thereof it shall institute any action
or proceeding at law or in equity for the collection of all sums due and unpaid
under the Tender Agreement or performance of such act or compliance with the
terms thereof and may prosecute any such action or proceedings to judgment or
final decree against Federal Express under the Tender Agreement, and, in the
manner provided by law, collect out of the property of Federal Express, any
moneys adjudged or decreed to be payable for the benefit of the owners or
holders of the Series 1984 Bonds.

No holder of a Series 1984 Bond shall be entitled to institute
any suit, action or proceeding, in law or in equity, against the Authority or
the Trustee to enforce the terms and provisions of the Tender Agreement

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or for payment of a tendered Series 1984 Bond from any moneys held under the
Indenture. Under the Third Supplemental Lease the Authority has agreed to set
forth this summary of the provisions of the rights of holders of Series 1984
Bonds provided in the Tender Agreement, in the Series 1984 Bonds and herein.
Reference is made to the Tender Agreement for a more complete statement of the
terms thereof.

Section 2.5. Provisions for Redemption of Series 1984 Bonds.
The Series 1984 Bonds may be called for redemption in whole at any time from
any source of moneys at a redemption price equal to the principal amount
redeemed, together with accrued interest on such principal amount to the date
fixed for redemption: (i) if the Special Facility is destroyed in whole or is
damaged by fire or other casualty to the extent that (A) such damage is not
capable, in the reasonable estimation of the lessee under the Initial Lease, of
being repaired within 180 days from the date on which such fire or other
casualty occurs or (B) the cost of such repair is reasonably estimated by such
lessee to be equal to or greater than one-half of the principal amount of the
Bonds Outstanding on the date on which such fire or other casualty occurs, or
(ii) in the event of the taking of the whole or substantially the whole of the
Special Facility as a result, or in anticipation, of the exercise of the right
of condemnation or eminent domain or the taking of less than the whole or less
than substantially the whole of the Special Facility as a result, or in
anticipation, of the exercise of the right of condemnation or eminent domain if
in either event, (A) the remaining portion of the Special Facility is not
capable in such lessee's reasonable estimation of being reconstructed and
reequipped so that the same will constitute a complete and functional unit
suitable for the purposes for which it is intended within 180 days from the
date upon which such taking occurs or (B) the cost of such reconstruction and
reequipping is reasonably estimated by such lessee to be equal to or greater
than one-half of the principal amount of the Bonds outstanding on the date on
which such taking occurs.

The Series 1984 Bonds shall also be subject to redemption and
shall be redeemed at any time in whole on the next practicable interest payment
date at a redemption price equal to the principal amount redeemed plus accrued
interest thereon to the date fixed for redemption, either upon a judgment or
order of a court of competent jurisdiction which is final (either because the
time for appeal thereof has expired or because the judgment or order is issued
by that Court having final appellate jurisdiction over the matter and is not
subject to collateral attack), or upon a determination of the Internal Revenue
Service which is final (because the tax has been paid pursuant thereto and the
time for filing a claim for refund for such tax has expired) to the effect that
the interest paid or payable on any Series 1984 Bond, in the case of the
issuance of such judgment, order or determination, to other than a substantial
user of the Special Facility or a related person is or was includable in the
gross income of the holder thereof for Federal income tax purposes as a result
of a failure by Federal Express to observe or perform any covenant or agreement
to be observed or performed by it under the Initial Lease or as a result of
facts within its control which are contradictory to any representation or
warranty made by it under the Initial Lease. Each holder of a Series 1984 Bond
by acceptance of his Series 1984 Bond, shall be deemed to agree, if requested
by Federal Express, to have an attorney-in-fact, qualified to practice before
the Internal Revenue Service, appointed by Federal Express for the purpose of
appealing any judgment, order to determination provided Federal Express
provides indemnity reasonably satisfactory to the bondholder against any
additional tax liability, penalties or interest that may result from any such
appeal. All legal fees and costs incurred in prosecuting such appeal shall be
paid by Federal Express.

At the option of the Authority, at the direction of Federal
Express, the Series 1984 Bonds (or portions of the principal amount thereof in
installments of $5,000 or any integral multiple thereof) shall be subject to
redemption prior to and on the Conversion Date as a whole or in part on any
interest payment date by lot (a) at the principal amount of the Series 1984
Bond or Bonds to be redeemed if redeemed on September 1 in any year and (b) at
the principal amount of the Series 1984 Bond or Bonds to be redeemed plus
one-eighth (1/8) of one percent (1%) of the principal amount of the Series 1984
Bonds to be redeemed, if redeemed on March 1 in any year.

Subsequent to the Conversion Date, the Series 1984 Bonds (or
portions of the principal amount thereof in installments of $5,000 or any
integral multiple thereof) shall be subject to redemption at the option of the
Authority, at the direction of Federal Express, as a whole at any time or in
part on any interest payment date by lot at the times and at the redemption
prices (expressed as a percentage of the principal amount, or portion thereof,
of

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Series 1984 Bonds to be redeemed) set forth below together with the interest
accrued thereon to the date fixed for redemption:

(a) if the Conversion Date is on or before September 1,
1991, then the Series 1984 Bond will be noncallable for redemption
until September 1, 2001, and thereafter shall be subject to redemption
at a redemption price of 103%, which price shall decline by 1/2 of 1%
per annum, until reaching a price of 100%, over the remaining term of
the Series 1984 Bonds;

(b) if the Conversion Date is after September 1, 1991,
and on or before September 1, 1997, then the Series 1984 Bonds shall
be noncallable for redemption until September 1, 2005, and thereafter
shall be subject to redemption at a redemption price of 102% per
annum, which price shall decline by 1/2 of 1% per annum, until
reaching a price of 100%, over the remaining term of the Series 1984
Bonds;

(c) if the Conversion Date is after September 1, 1997,
and on or before September 1, 2000, then the Series 1984 Bonds shall
be noncallable for redemption until September 1, 2006, and thereafter
shall be subject to redemption at a redemption price of 101%, which
price shall decline by one-half of 1% per annum, until reaching a
price of 100%, over the remaining term of the Series 1984 Bonds;

(d) if the Conversion Date is after September 1, 2000,
and on or before September 1, 2003, then the Series 1984 Bonds shall
be noncallable for redemption until September 1, 2007, and thereafter
shall be subject to redemption at a redemption price of 101%, which
price shall decline by one-half of 1% per annum, until reaching a
price of 100%, over the remaining term of the Series 1984 Bonds;

(e) if the Conversion Date is after September 1, 2003,
and before September 1, 2007, then the Series 1984 Bonds shall be
callable for redemption on March 1, 2009 at a redemption price of 100%
and on March 1, 2008 and September 1, 2008, at a price of 100-1/2%,
and prior thereto shall be noncallable for redemption; and

(f) if the Conversion Date is September 1, 2007, the
Series 1984 Bonds shall be callable for redemption on March 1, 2009,
at a redemption price of 100%.

In the event of the redemption of Series 1984 Bonds: (i) if
less than all of the Series 1984 Bonds of a maturity are to be redeemed, the
Series 1984 Bonds of such maturity to be redeemed shall be selected as provided
in Section 2.09 of the Indenture, and (ii) notice of such redemption shall be
given, and such redemption shall have the effect as is provided in said Section
2.09.

Section 2.6. Place of Payment for Series 1984 Bonds; Credits
to the Reserve Account. Interest on each Series 1984 Bond shall be paid either
by check or draft mailed, by first class mail, by the Trustee as Paying Agent
for the Series 1984 Bonds to each holder thereof in whose name the Series 1984
Bond is registered upon the books of registry at the close of business on the
fifteenth day of the month next preceding each interest payment date (whether
or not a Business Day) at his address as it appears on such books of registry.
The Trustee is hereby appointed as Paying Agent and registrar for the Series
1984 Bonds.

A registered holder of One Million Dollars ($1,000,000) or
more in principal amount of Series 1984 Bonds may elect, in lieu of payment by
check or draft as described above, to receive payment of interest by wire
transfer to a bank designated on or prior to the fifth Business Day next
preceding an interest payment date by such owner for such payment. The Trustee
may establish reasonable procedures governing the exercise of such options.

Upon delivery of and payment for the Series 1984 Bonds there
shall be deposited in the Bond Fund for credit to the Reserve Account therein
an amount equal to the annual payment which would be required to pay the
principal and interest on the Series 1984 Bonds on a level debt service basis
from the date thereof to the final maturity, using that interest rate
determined by the underwriters of the Series 1984 Bonds as the rate at which
the Series 1984 Bonds would have been issued if they had been sold at a fixed
rate computed on the basis of the maturity of the Series 1984 Bonds, which
amount is hereby determined to be $11,022,516.08, and which amount

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shall be sufficient to make the moneys on deposit to the Bond Fund on credit to
the Reserve Account equal to the Reserve Account Requirement for all Bonds to
be Outstanding upon the issuance of the Series 1984 Bonds.

The amount on deposit in the Bond Fund for credit to the
Reserve Account shall be recalculated for the Series 1984 Bonds on September 1
of each year on the same basis set forth in this paragraph using prior to the
Conversion Date the interest rate which the Series 1984 Bonds shall bear for
the Bond Year commencing such September 1 and after the Conversion Date the
Fixed Interest Rate. In the event the amount on credit to the Reserve Account
upon such recalculation is less than the amount required to be maintained
therein under the Indenture, the Trustee shall make the additional credits to
the Reserve Account in the same manner as provided in the Indenture to make up
a deficiency in the Reserve Account.

Upon the effectiveness of the amendments to the Indenture set
forth in Sections 5.1 and 5.2 of the Second Supplemental Indenture, the Trustee
shall establish a subaccount in the Reserve Account to be known as the "Series
1984 Bond Reserve Subaccount." The Reserve Account Requirement with respect to
the Series 1984 Bonds is hereby determined to be the amounts credited from time
to time to the Reserve Account pursuant to the preceding paragraphs of this
section and upon the effectiveness of the amendments to the Indenture set forth
in Sections 5.1 and 5.2 of the Second Supplemental Indenture there shall be
credited to the Series 1984 Bond Reserve Subaccount an amount equal to the
Reserve Account Requirement for the Series 1984 Bonds from moneys on deposit in
the Bond Fund on credit to the Reserve Account; provided, however, that the
amount credited from time to time to the Series 1984 Bond Reserve Subaccount
shall be recalculated in accordance with the provisions of the preceding
paragraph hereof. The moneys on deposit in the Bond Fund for credit to the
Reserve Account therein and credited to the Series 1984 Bond Reserve Subaccount
shall constitute and be a reserve for the payment of the principal of and
interest and premium (if any) on the Series 1984 Bonds and shall always be
maintained at an amount at least equal to the Reserve Account Requirement for
such series of Bonds at the time outstanding.

Section 2.7. Execution and Forms of Series 1984 Bonds. The
Series 1984 Bonds shall be executed, sealed and countersigned as is provided in
Section 10.02 of the Indenture except that the signatures of the President and
Secretary of the Authority on the Series 1984 Bonds may be facsimile
signatures.

The Series 1984 Bonds and the form of assignment thereof shall
be in substantially the forms set forth in Section 10.01 of the Indenture and
as more particularly set forth below:

[Form of Series 1984 Bond]

MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY

SPECIAL FACILITIES REVENUE BOND
SERIES 1984

(Federal Express Corporation)

No. R-_____ $_______

ORIGINAL ISSUE DATE CUSIP
------------------- -----

REGISTERED HOLDER:
-----------------

PRINCIPAL AMOUNT: DOLLARS
----------------

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The Memphis-Shelby County Airport Authority, a public and
governmental body politic and corporate of the State of Tennessee (hereinafter
called the "Authority"), for value received hereby promises to pay, but solely
from the revenues hereinafter specified and not otherwise, to the Registered
Holder (named above), or registered assigns, on the first day of September 2009
(unless this Bond shall have theretofore been duly called for redemption and
payment of the redemption price duly made or provided for), the Principal
Amount (specified above), upon presentation and surrender hereof, and to pay
interest on such Principal Amount, but solely from said revenues and not
otherwise, from the Original Issue Date (specified above) until the payment of
said Principal Amount at the rate per annum determined from time to time as
hereinafter provided, payable on March 1 and September 1 in each year
commencing March 1, 1985. This Bond as to principal, interest and premium will
be payable in any coin or currency of the United States of America that at the
time of payment is legal tender for public and private debts. Except as
otherwise provided herein, interest shall be payable by the Trustee hereinafter
mentioned by check or draft mailed to the holder hereof in whose name this Bond
is registered upon the books of registry as of the close of business on the
fifteenth day (whether or not a business day) of the month next preceding such
interest payment date at his address as it appears on the books of registry
kept at the principal office of the Trustee as Registrar. The principal of,
and premium, if any, on this Bond are payable at the principal office of
Commerce Union Bank in the City of Nashville, Tennessee or its successor as
Trustee under the Indenture hereinafter referred to.

A registered holder of $1,000,000 or more in principal amount
of Bonds may elect, in lieu of payment by check or draft as described above, to
receive payment of interest by wire transfer to a bank designated by such
registered holder on or prior to the fifth business day next preceding an
interest payment date for such payment. The Trustee may establish reasonable
procedures governing the exercise of such option.

This Bond and the Bonds of the series of which it is one
(herein sometimes referred to as the "Series 1984 Bonds") shall bear interest
from the Original Issue Date to and including August 31, 1985 at the rate per
annum specified in the Fourth Supplemental Indenture hereinafter referred to.
Thereafter, and prior to the Conversion Date, the Series 1984 Bonds shall bear
interest for each subsequent Bond Year (September 1 to August 31) at a rate of
interest per annum determined as set forth below as of a date no later than
August 13 in each year (the "Adjusted Interest Rate Setting Date"). On and
after the Conversion Date the Series 1984 Bonds shall bear interest at the rate
of interest per annum determined as hereinafter set forth. The Conversion Date
is that September 1 upon which the Authority permanently fixes the rate of
interest on the Series 1984 Bonds until their final payment.

The Authority has appointed a committee of institutions having
expertise in evaluating municipal securities of the character of this Bond (the
"Interest Rate Committee") for the purpose of determining the rate of interest
on the Series 1984 Bonds from time to time all in accordance with the Fourth
Supplemental Indenture hereinafter referred to.

On each July 31 prior to the Conversion Date (or, if not a
Business Day, the next preceding Business Day), beginning July 31, 1985, the
Interest Rate Committee shall determine the anticipated interest rate for the
succeeding Bond Year, which shall be the lowest rate which in the Interest Rate
Committee's judgment, on the basis of prevailing financial market conditions,
would permit the resale of the Series 1984 Bonds at par on the date of such
determination. Immediately upon determining the anticipated interest rate, the
Interest Rate Committee shall notify the Trustee of such rate, and not later
than the first Business Day following such determination, the Trustee shall
mail, by first class mail, to the registered owner of each Bond at his address
as shown on the books of registry maintained by the Trustee a notice with
respect thereto.

The Interest Rate Committee shall determine the interest rate
for the succeeding Bond Year before 12:00 noon, New York time, on the
applicable Adjusted Interest Rate Setting Date, which rate shall be the lowest
rate which in its judgment on the basis of prevailing financial market
conditions, would permit on such Adjusted Interest Rate Setting Date the resale
at par of all the Series 1984 Bonds. If the Interest Rate Committee does not
determine an interest rate for any reason or if the interest rate that is
determined by the Interest Rate Committee is held invalid or unenforceable by a
court of law, the rate of interest on the Series 1984 Bonds in effect on the
day immediately preceding the Adjusted Interest Rate Setting Date shall remain
in effect throughout the next following Bond Year. The Interest Rate Committee
shall provide a telephonic notice, confirmed in writing, to

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the Trustee of the interest rate for the succeeding Bond Year on or before
12:00 noon on the Adjusted Interest Rate Setting Date. After 12:00 noon, New
York time, on the Adjusted Interest Rate Setting Date, any Interest rate
Committee member may release the new interest rate for the succeeding Bond Year
and any holder of a Bond may call any Interest Rate Committee member to
ascertain such new interest rate.

On the first Business Day after each determination of the
interest rate for the succeeding Bond Year, the Trustee shall mail, by first
class mail, to the registered owner of each Bond at his address as shown on the
books of registry maintained by the Trustee notice of the interest rate for the
succeeding Bond Year.

The Authority, at the direction of Federal Express
Corporation, has reserved the right to fix the rate of interest per annum on
the Series 1984 Bonds for the balance of the term thereof by declaring any
September 1 prior to the stated maturity of the Series 1984 Bonds as the
Conversion Date. The Trustee shall serve notice to the holders of the Series
1984 Bonds with respect thereto as provided in the Fourth Supplemental
Indenture.

On July 31 (or, if not a Business Day, the next preceding
Business Day) preceding the Conversion Date the Interest Rate Committee shall
determine the anticipated interest rate on the Series 1984 Bonds for the period
after the Conversion Date which rate shall be the lowest rate which in the
judgment of the Interest Rate Committee on the basis of prevailing financial
market conditions would permit the resale of the Series 1984 Bonds at par on
the date of such determination. The Interest Rate Committee shall immediately
notify the Trustee of such rate and the Trustee shall mail, by first class
mail, to the registered owner of each Bond at his address as shown on the books
of registry maintained by the Trustee notice with respect thereto.

The Interest Rate Committee shall determine the interest rate
for the period after the Conversion Date before 12:00 noon, New York time, on a
date no later than August 13 preceding the Conversion Date which rate shall be
the lowest rate which in its judgment on the basis of prevailing financial
market conditions would permit on such determination date the resale at par of
all the Series 1984 Bonds. The Interest Rate Committee shall provide
telephonic notice, confirmed in writing, to the Trustee of the interest rate
for the period after the Conversion Date on or before 12:00 noon on the
determination date. After 12:00 noon, New York time, on such determination
date prior to the Conversion Date, any Interest Rate Committee member may
release the interest rate for the period after the Conversion Date and any
holder of a Bond may call any Interest Rate Committee member to ascertain
interest rate.

On the first Business Day after determination of the interest
rate for the period after the Conversion Date, the Trustee shall mail, by first
class mail, to the registered owner of each Bond at his address as shown on the
books of registry maintained by the Trustee notice of such interest rate.

The determination of any interest rate shall be final and
conclusive and each owner of a Bond, by his acceptance hereof, agrees to accept
the rate of interest if determined as aforesaid.

In no event shall the interest rate on this Bond exceed
fifteen per centum (15%) per annum.

Pursuant to a Tender and Option Agreement dated as of December
1, 1984 between, among others, Federal Express Corporation and Commerce Union
Bank, in Nashville, Tennessee, in its separate corporate capacity and not as
Trustee under the Indenture, Federal Express Corporation has granted the
registered owner of this Bond options to tender this Bond or any portion
thereof in $5,000 increments, to Commerce Union Bank, in Nashville, Tennessee,
as agent for Federal Express Corporation, for purchase by Commerce Union Bank
at a purchase price equal to the principal amount tendered on September 1 in
any year prior to and including the Conversion Date. Interest on this Bond
payable on any such September 1 purchase date shall be paid to the registered
owner hereof by the Trustee in the normal course. The exercise of an option by
the registered owner of this Bond is subject to the terms and conditions of the
aforesaid Tender and Option Agreement and this Bond, if tendered, must be
tendered in accordance with such terms and conditions. A copy of the aforesaid
Tender and Option Agreement is on file at the principal corporate trust office
of the Trustee and provides, generally, that the exercise of an option to
tender as provided therein, shall become effective only upon the actual
delivery of this Bond (together with necessary assignments and endorsements) to
Commerce Union Bank at its principal corporate trust office in Nashville,
Tennessee, or its designee in New York, New York, during the period from the
opening of

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business on August 1 (or, if not a Business Day, the succeeding Business Day)
to and including 4:00 P.M., New York time on August 15 (or, if not a Business
Day, the succeeding Business Day) preceding the September 1 purchase date for
which such tender is made, together with a written notice in the form furnished
by said bank upon request. The options granted to the registered owner of this
Bond do not constitute, and shall not be deemed to constitute, a right of such
registered owner hereunder or under the Indenture, and the registered owner of
this Bond shall not be entitled to institute any suit, action or proceeding in
law or equity under the Indenture for the performance of any right under the
aforesaid Tender and Option Agreement or for the payment of the purchase price
under said Agreement from any moneys held under the Indenture.

This Bond is one of a series of Bonds of the Authority
aggregating ninety-four million five hundred fifty thousand dollars
($94,550,000) in principal amount. This Bond and the series of Bonds of which
it is one are authorized to be issued and are issued under and in full
compliance with the Constitution and statutes of the State of Tennessee,
including particularly the Metropolitan Airport Authority Act, and under and
pursuant to the Indenture dated as of August 1, 1979 as amended and
supplemented and a Fourth Supplemental Indenture dated as of December 1, 1984,
each between the Authority and Commerce Union Bank in Nashville, Tennessee,
Trustee (herein the "Trustee") (the Indenture as amended and supplemented by
the Fourth Supplemental Indenture and by all other indentures supplemental to
the Indenture entered into prior to the Fourth Supplemental Indenture being
hereinafter called the "Indenture") and resolutions duly adopted by the Board
of Commissioners of the Authority.

This Bond and the series of Bonds of which it is one
constitute part of a duly authorized issue of Bonds (herein called the "Bonds")
issued, or to be issued, under the Indenture for the purpose of constructing,
furnishing and equipping a special facility to be used as air cargo facilities
and to be located at the Memphis International Airport (herein called the
"Special Facility") and any additions or improvements thereto, or for providing
for the refunding of any such Bonds. Such issue of Bonds is unlimited as to
principal amount except as provided in the Indenture and applicable law and
comprises or may comprise one or more series in various principal amounts and
of varying denominations, dates, maturities, interest rates and other
provisions, as provided in the Indenture. All Bonds issued and to be issued
under the Indenture are and will be equally and ratably secured by the pledges,
liens, charges and covenants made therein, except as otherwise expressly
provided or permitted in the Indenture. Copies of the Indenture are on file in
the office of the Authority and at the principal office of the Trustee.
Reference is hereby made to the Indenture, to all of the provisions of which
any holder of this Bond by his acceptance hereof thereby assents, for a
description of the nature and extent of the security for the Bonds issued or to
be issued under the Indenture, including this Bond; definitions of terms; the
funds and moneys pledged for the payment of the interest and principal of the
Bonds and the nature and extent and manner of enforcement of the pledge; the
rights and remedies of the holders of the Bonds with respect thereto; the
conditions for and extent of alteration, modification and amendment of the
Indenture; the terms and conditions upon which this Bond and the series of
which this Bond is one are issued and upon which heretofore may have been
issued and hereafter may be issued other Bonds payable as to principal,
interest and premium on a parity with this Bond and the series of which this
Bond is one and equally and ratably secured therewith; the rights, duties and
obligations of the Authority and the Trustee thereunder; the events of default
upon which the principal of this Bond may be declared or may become due and
payable and the manner and effect thereof; and the terms and conditions upon
which the liens, pledges and assignments made in the Indenture for the security
of this Bond, and upon which the covenants, agreements and other obligations of
the Authority made therein, may be discharged at or prior to the maturity or
redemption of this Bond upon making provision for the payment thereof in the
manner set forth in the Indenture. The provisions of the Indenture shall be a
contract with the holder or holders of the Bonds and the duties thereunder of
the Authority and the executive head thereof shall be enforceable by any
Bondholder, by mandamus or other appropriate suit, action or proceeding, in any
court of competent jurisdiction in the State of Tennessee. The Indenture has
been amended by a Second Supplemental Indenture between the Authority and the
Trustee, dated May 1, 1982, with respect to the definition and the amount of
the Reserve Account Requirement and the application of the moneys on deposit in
the Bond Fund created under the Indenture to the credit of the Reserve Account
therein, the definition of Leased Equipment, and the issuance of bonds, notes,
certificates, warrants or other evidences of indebtedness for any purpose
relating to the Special Facility payable from the revenues derived by the
Authority from said Special Facility subject and subordinate to the deposits
and credits to be made to said Bond Fund. Such amendments will become
effective on the earlier of the time when the Memphis-Shelby County Airport
Authority Special Facilities Revenue Bonds, Series 1979 (Federal Express
Corporation) heretofore issued under and pursuant to the Indenture

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are no longer Outstanding under the Indenture or the time when the holders of
the requisite Outstanding principal amount of the aforesaid Series 1979 Bonds
shall have consented in accordance with the provisions of the Indenture to such
amendments.

This Bond and the Bonds of the series of which it is one and
the Bonds of the issue of which such series is a part are payable solely from
and secured solely by the revenues (exclusive of certain additional rental,
trustees' and paying agents' fees, charges and expenses and all costs of
operation, maintenance and repair of the Special Facility paid to the
Authority) derived by the Authority from the Special Facility, including the
rentals payable under subparagraphs (b) and (c) of Section 3.3 of the Special
Facility Lease Agreement dated as of August 1, 1979, as amended and
supplemented, by and between the Authority, as lessor, and Federal Express
Corporation, as lessee, whereby the Authority has leased the Special Facility
to said corporation. This Bond and the Bonds of the series of which it is one
and the Bonds of the issue of which such series is a part are and shall be
equally and ratably secured by the assignments, pledges and charges made or
created by the Indenture and by a co-equal lien on such revenues (subject to
such exclusion) without priority by reason of series, number, date of Bonds,
sale, execution, authentication, issuance or delivery or otherwise (except as
to maturity and except as any Term Bond Principal Installments required in
accordance with the provisions of the Indenture may afford additional security
for the Bonds of any series). Pursuant to a Guaranty dated as of August 1,
1979, as amended and supplemented, Federal Express Corporation has guaranteed
the payment of the principal of and interest and premium, if any, on the Bonds
to the Trustee. This Bond and the Bonds of the series of which it is one and
the Bonds of the issue of which such series is a part shall not constitute, and
are not, an obligation of the City of Memphis or the County of Shelby or of any
other municipality in the State of Tennessee.

The Bonds of the series of which this Bond is one may be
called for redemption prior to their stated maturities in whole at any time at
a redemption price equal to the principal amount redeemed, together with the
interest accrued on such principal amount to the date fixed for redemption, (i)
if the Special Facility is destroyed in whole or is damaged by fire or other
casualty to the extent that (A) such damage is not capable, in the reasonable
estimation of the lessee under the Special Facility Lease Agreement, of being
repaired within 180 days from the date on which such fire or other casualty
occurs or (B) the cost of such repair is reasonably estimated by such lessee to
be equal to or greater than one-half of the principal amount of the Bonds
outstanding under the Indenture on the date on which such fire or other
casualty occurs, or (ii) in the event of the taking of the whole or
substantially the whole of the Special Facility as a result, or in
anticipation, of the exercise of the right of condemnation or eminent domain or
the taking of less than the whole or less than substantially the whole of the
Special Facility as a result, or in anticipation, of the exercise of the right
of condemnation or eminent domain if in either event, (A) the remaining portion
of the Special Facility is not capable in such lessee's reasonable estimation
of being reconstructed and reequipped so that the same will constitute a
complete and functional unit suitable for the purposes for which it is intended
within 180 days from the date upon which such taking occurs or (B) the cost of
such reconstruction and reequipping is reasonably estimated by such lessee to
be equal to or greater than one-half of the principal amount of the Bonds
outstanding under the Indenture on the date on which such taking occurs, and
shall be called for redemption prior to their stated maturity in whole from
prepayments of certain rentals under said Special Facility Lease Agreement on
the next practicable interest payment date either upon a judgment or order of a
court of competent jurisdiction which is final (either because the time for
appeal thereof has expired or because the judgment or order is issued by that
Court having final appellate jurisdiction over the matter and is not subject to
collateral attack), or upon a determination of the Internal Revenue Service
which is final (because the tax has been paid pursuant thereto and the time for
filing a claim for refund of such tax has expired) to the effect that the
interest paid or payable on any Bond of the series of which this Bond is one to
other than a substantial user of the Special Facility or a related person is or
was includable in the gross income of the holder thereof for Federal income tax
purposes as a result of a failure by the lessee under said Special Facility
Lease Agreement to observe or perform any covenant or agreement to be observed
or performed by it under said Special Facility Lease Agreement or as a result
of facts within the control of the lessee under said Special Facility Lease
Agreement which are contradictory to any representation or warranty made by the
lessee under said Special Facility Lease Agreement. The holder hereof by
acceptance of this Bond, shall be deemed to agree, if requested by the lessee
under the Special Facility Lease Agreement, to have an attorney-in-fact,
qualified to practice before the Internal Revenue Service, appointed by such
lessee for the purpose of appealing any judgment, order or determination
provided such lessee provides indemnity reasonably satisfactory to the
bondholder against any

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additional tax liability, penalties or interest that may result from any such
appeal and pays the legal fees and costs incurred in prosecuting such appeal.

This Bond (or portions thereof in installments of $5,000 or
any integral multiple thereof) and the Bonds of the series of which this Bond
is one are also subject to redemption at the option of the Authority, at the
direction of Federal Express Corporation, prior to and on the Conversion Date
as a whole or in part on any interest payment date by lot (a) at the principal
amount of the Series 1984 Bond or Bonds to be redeemed if redeemed on September
1 in any year and (b) at the principal amount of the Series 1984 Bond or Bonds
to be redeemed plus one-eighth (1/8) of one percent (1%) of the principal
amount of the Series 1984 Bonds to be redeemed, if redeemed on March 1 in any
year.

This Bond (or portions thereof in installments of $5,000 or
any integral multiple thereof) and the Bonds of the series of which this Bond
is one shall be subject to redemption at the option of the Authority, at the
direction of Federal Express Corporation, after the Conversion Date as a whole
at any time or in part on any interest payment date by lot at the times and at
the redemption prices (expressed as a percentage of the principal amount, or
portion thereof, of Series 1984 Bonds to be redeemed) set forth below together
with the interest accrued thereon to the date fixed for redemption:

(f) if the Conversion Date is September 1, 2007, the
Series 1984 Bonds shall be callable for redemption on March 1, 2009,
at a redemption price of 100%.

In the event that at any time less than all the Bonds are
called for redemption, the Bonds to be redeemed shall be selected by lot in any
manner the Trustee deems fair.

In the event this Bond shall be called for such redemption,
notice of redemption shall be mailed not less than thirty (30) days prior to
the redemption date, to the registered holder of this Bond at his address as
shown on the books of registry. If this Bond be of a denomination in excess of
$5,000, portions of the principal amount hereof in installments of $5,000 or
any integral multiple thereof may be redeemed and in such case upon surrender
of this Bond to the Trustee (or its successor as such Trustee) there shall be
issued to the registered owner hereof without charge therefor, for the then
unredeemed balance of the principal amount thereof, at the option of

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the holder, registered Bonds of like series, maturity and interest rate in any
of the authorized denominations provided by the Indenture and aggregating in
principal amount the then unredeemed balance of the principal amount hereof.
If this Bond (or any portion of the principal amount hereof) shall have been
duly called for redemption and notice of such redemption duly given, and if on
or before the redemption date the payment of the applicable redemption price of
the principal amount hereof to be redeemed and the interest accrued on such
principal amount hereof to the redemption date shall be duly made or provided
for, then this Bond (or the portion of the principal amount hereof to be
redeemed) shall become due and payable at such redemption price upon such
redemption date and from and after such date interest on the principal amount
hereof to be redeemed shall cease to accrue.

This Bond is transferable by the registered owner hereof, in
person or by his attorney duly authorized in writing, at the principal office
of the aforesaid Trustee (or its successor as such Trustee), but only in the
manner, subject to the limitations and upon payment of the charges, if any,
provided in the Indenture and upon the surrender hereof for cancellation. Upon
such transfer a new fully registered Bond or Bonds of authorized denominations
and of the same principal amount, series, interest rate and maturity as the
Bond surrendered, will be issued to the transferee in exchange therefor.

It is hereby certified, recited and declared that all acts,
conditions and things required to exist, happen and be performed precedent to
and in the issuance of this Bond, exist, have happened and have been performed
in due time, form and manner as required by the Constitution and laws of the
State of Tennessee, and that the amount of this Bond, together with all other
indebtedness of the Authority, does not exceed any limit prescribed by the
Constitution or laws of the State of Tennessee, and is not in excess of the
amount of Bonds permitted to be issued under the Indenture.

This Bond shall not be entitled to any security, right or
benefit under the Indenture, or be valid or obligatory for any purpose, unless
the Certificate of Authentication hereon has been duly executed by the Trustee.

IN WITNESS WHEREOF, the Memphis-Shelby County Airport
Authority has caused this Bond to be executed in its name and on its behalf by
the facsimile signature of its President, to be sealed with the facsimile seal
of the Memphis-Shelby County Airport Authority, attested by the facsimile
signature of its Secretary, all as of the Original Issue Date (specified
above).

(Seal of Memphis-Shelby County MEMPHIS-SHELBY COUNTY AIRPORT
Airport Authority) AUTHORITY

By
---------------------------
President
Attest:

- ----------------------------------
Secretary

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20

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds described in the
within-mentioned Indenture and is one of the Memphis-Shelby County Airport
Authority Special Facilities Revenue Bonds, Series 1984 (Federal Express
Corporation).

COMMERCE UNION BANK
Trustee

By
---------------------------
Authorized Officer

Date of Authentication:
---------------------

[FORM OF ASSIGNMENT OF
FULLY REGISTERED BONDS]

For value received ____________________________________ hereby
sells, assigns and transfers unto ________________________ the within-mentioned
Bond and hereby irrevocably constitutes and appoints ________________________
attorney-in-fact, to transfer the same on the books of registry with full
power of substitution in the premises.

[ENDORSEMENT]

NOTE: The signature of this assignment must correspond with the name
as written on the face of the within Bond in every
particular, without alteration or enlargement or any
change whatsoever.

Section 2.8. Series 1984 Bonds to Constitute Bonds. The
Series 1984 Bonds shall constitute and be "Bonds" as defined and used in the
Indenture. The Series 1984 Bonds shall: (i) be issued under Sections 2.06 and
2.08 of the Indenture; (ii) shall be entitled to the benefits, security and
protection of the Indenture, equally and ratably with one another and with any
other Bonds heretofore or hereafter issued thereunder; (iii) shall be payable
as provided in the Indenture solely from the Revenues and other moneys
specified in the Indenture on a parity with one another and with all Bonds
heretofore or hereafter issued under the Indenture; and (iv) shall be equally
and ratably secured under the Indenture with one another and with all Bonds
heretofore or hereafter issued thereunder, without priority by reason of
series, number, date of adoption of the Supplemental Indenture providing for
the issuance thereof, date of Bonds, date of sale, date of execution, date of
authentication, date of issuance, date of delivery, or otherwise, by the liens,
pledges, charges and assignments created by the Indenture.

ARTICLE III

DISPOSITION OF PROCEEDS OF SERIES 1984 BONDS; SALE

Section 3.1. Application of Series 1984 Bond Proceeds. From
the proceeds derived from the sale of the Series 1984 Bonds there shall be
deposited:

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1. With the Trustee hereunder for deposit into the Bond
Fund for credit to the Reserve Account the amount necessary to bring the amount
held for that Account up to an amount equal to the Reserve Account Requirement
in respect of all outstanding Bonds, including the Series 1984 Bonds, as
determined in accordance with Section 2.6 hereof.

2. With the Trustee for deposit into the Construction
Fund the remaining proceeds of the sale of the Series 1984 Bonds.

Section 3.2. Application of Certain Moneys in Construction
Fund. In order to provide for the payment of interest on the Series 1984 Bonds
payable to and including September 1, 1985, there shall be credited to the
Construction Interest Account in the Construction Fund an amount equal to such
interest. The balance of moneys in the Construction Fund shall be credited to
the Construction Account therein. The Trustee shall, without further direction
or authorization, transfer on or prior to any interest payment date on the
Series 1984 Bonds to and including September 1, 1985 from the Construction
Interest Account to the Bond Fund an amount equal to the interest to become due
and payable on such interest payment date on the Series 1984 Bonds. Moneys
credited to the Construction Account from the proceeds of the Series 1984 Bonds
shall be disbursed and applied in accordance with the provisions of Section 2.3
of the Initial Lease to pay the costs of the 1984 Federal Express Acquisition
Project. Moneys on deposit in the Bond Fund and Construction Fund shall be
invested as provided in Sections 3.05 and 4.06, respectively, of the Indenture.

Section 3.3. Sale of Series 1984 Bonds. The Series 1984
Bonds shall be sold to the initial purchasers thereof on the terms and
conditions set forth in the resolution of the Board of Commissioners of the
Authority authorizing the issuance, sale and delivery of the Series 1984 Bonds.

ARTICLE IV

AUTHORITY; FINDINGS AND DETERMINATIONS;
ARBITRAGE AND INDUSTRIAL DEVELOPMENT BOND PROVISIONS

Section 4.1. Authority. This Fourth Supplemental Indenture:
(i) supplements the Indenture; (ii) is hereby found, determined and declared to
constitute and to be a "Supplemental Indenture" within the meaning of the
quoted words as defined in and used in the Indenture; and (iii) has been
authorized pursuant to and under the Authority of the Indenture.

Section 4.2 Findings and Determinations. The Authority
hereby finds and determines (the Airport Consultant to the Authority having
filed with the Authority its concurrence of such findings and determinations
set forth in subparagraphs 1 through 5 below), the following:

1. Pursuant to the provisions of Section 5.2 of the
Initial Lease as amended Federal Express is required (i) to maintain, or cause
to be maintained, and to keep or cause to be kept, the Special Facility in good
condition and in as reasonably safe condition as its operations permit; and
(ii) to make, or cause to be made, all necessary and proper repairs, renewals,
replacements and substitutions thereof, including the substitution of materials
handling equipment which has been designed to accommodate the loading and
unloading of aircraft being operated by Federal Express as of the date thereof
and ground flight training equipment which is being used to train pilots and
other personnel for operation of such aircraft, with materials handling
equipment which will be designed to accommodate the loading and unloading of
aircraft which is to be operated by Federal Express in the future and with
ground flight training equipment designed for the training of pilots and other
personnel for the operation of such future aircraft, (a) resulting from or
required by ordinary wear and tear, or want of care, on the part of Federal
Express, or obsolescence or other cause, or (b) required to keep, place and
maintain the Special Facility in good and efficient operating condition. The
estimated useful life of the 1984 Federal Express Acquisition Project is at
least twenty-five years and the cost of acquisition of the 1985 Federal Express
Acquisition Project, which is to be financed from the proceeds of the Series
1984 Bonds, is $80,000,000.

2. The construction or acquisition and leasing for use
or occupation of the Special Facility (which includes the 1984 Federal Express
Acquisition Project) will not (a) be constructed or acquired and leased

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22

for use and occupation to provide services, facilities, commodities or supplies
which are adequately being made available through the Airport (as defined in
Resolution No. 73-0530 of the Authority adopted June 15, 1973 by the Board of
Commissioners of the Authority ("Resolution No. 73-0530") as now existing, or
(b) result in a reduction of Revenues (as defined in Resolution No. 73-0530)
below the minimum amount of Revenues (as defined in Resolution No. 73-0530)
covenanted to be produced and maintained in accordance with said Resolution No.
73-0530.

3. The Initial Lease (including the Third Supplemental
Lease), which meets the requirements for a Special Facility Lease provided for
in Resolution No. 73-0530, has been entered into as of the date hereof.

4. The payments to be made by Federal Express pursuant
to subparagraph (b), (c) and (d) of Section 3.3 of the Initial Lease and
Section 4 of the First Supplemental Lease, Section 3 of the Second Supplemental
Lease and Section 3 of the Third Supplemental Lease in accordance with
subparagraphs 2, 3 and 4 of Section 27 of Resolution No. 73-0530 will be
sufficient to pay the principal of and interest and premium (if any) on the
Series 1979 Bonds, the Series 1982A Bonds, the Series 1982B Bonds and the
Series 1982C Bonds heretofore issued by the Authority and the Series 1984 Bonds
authorized hereby as the same become due and to pay all trustee's, fiscal
agents', paying agents' and Bank's fees and expenses in connection therewith.

5. The additional rental payable pursuant to
sub-paragraph (a) of Section 3.3 of the Initial Lease and Section 4 of the
First Supplemental Lease, Section 3 of the Second Supplemental Lease and
Section 3 of the Third Supplemental Lease in accordance with clause (iii) of
subparagraph 2 of Resolution No. 73-0530, is fair and reasonable.

6. The entering into of the Third Supplemental Lease
will not be in violation of or result in a breach of any covenant contained in
any resolution or indenture authorizing any bonds of the Authority now
outstanding.

Section 4.3. Additional Findings and Determinations. The
Authority further finds and determines: (i) the Indenture has not been amended
or supplemented or rescinded since the execution and delivery thereof other
than by the First, Second and Third Supplemental Indentures; (ii) there does
not exist an Event of Default as defined in Section 9.01 of the Indenture, nor
does there exist any condition which, after the passage of time, would
constitute such an "Event of Default"; and (iii) at the time of issuance of the
Series 1984 Bonds all payments of principal of and premium, if any, and
interest on any Bonds that have become due have been paid and no deficiencies
exist in the Bond Fund.

Section 4.4. Additional Findings as to the Initial Lease.
The Authority further finds and determines: (i) the Initial Lease and the
guaranty dated as of August 1, 1979 from Federal Express Corporation to the
Trustee has not terminated and are each in full force and effect; (ii) the
Initial Lease has been amended in such manner that the current term thereof
shall be for a period extending at least to the final maturity date of all
Bonds to be Outstanding upon the issuance of the Series 1984 Bonds; and (iii)
the Initial Lease, the First Supplemental Lease, the Second Supplemental Lease
and the Third Supplemental Lease contain provisions including an amount in the
rentals payable under subparagraphs (b) and (c) of Section 3.3 of the Lease,
Section 4 of the First Supplemental Lease, Section 3 of the Second Supplemental
Lease and Section 3 of the Third Supplemental Lease at least equal to the
principal of and premium (if any) and interest on all Bonds to be Outstanding
upon the issuance of the Series 1984 Bonds.

Section 4.5. Arbitrage and Industrial Development Bond
Provisions. No part of the proceeds of the Series 1984 Bonds or any other
funds held under the Indenture shall at any time be used directly or indirectly
to acquire securities or obligations, the acquisition of which would cause any
of the Series 1984 Bonds to be an "arbitrage bond", as defined in Subsection
(c)(2) of 103 of the Internal Revenue Code of 1954, as amended (the "Code"),
subject to treatment under Subsection (c)(1) of such Section 103 as an
obligation not described in Subsection (a)(1) of such Section 103.

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23

The proceeds of the Series 1984 Bonds will be applied such
that the facilities financed from the proceeds of at least ninety percent (90%)
of the Series 1984 Bonds will qualify as airport facilities within the meaning
of Section 103(b)(4)(D) of the Internal Revenue Code of 1954, as amended, and
the application of the proceeds of the Series 1984 Bonds will not result in
more than ten percent (10%) of the aggregate amount of expenditures from the
Construction Fund at any time being used for facilities which would not qualify
as airport facilities under such Section 103(b)(4)(D). The Authority will not
cause or permit any plans and specifications in connection with the 1984
Federal Express Acquisition Project to be changed or revised, or such Project
to be operated, maintained, repaired or renovated, in a manner such that the
facilities to be financed from the proceeds of at least ninety percent (90%) of
the proceeds of the Series 1984 Bonds will not qualify as airport facilities
within the meaning of such Section 103(b)(4)(D), or take any other action which
would cause the loss of the exemption of interest on any Series 1984 Bonds from
federal income taxation.

The securing of the covenant under Section 6 of the Third
Supplemental Lease shall be deemed compliance with this Section.

ARTICLE V

MISCELLANEOUS

Section 5.1. Headings, Table of Contents. The headings or
titles of the several articles and sections hereof, and any table of contents
appended hereto or to copies hereof, shall be solely for convenience of
reference and shall not affect the meaning, construction, interpretation or
effect of this Fourth Supplemental Indenture.

Section 5.2. Law and Place of Enforcement. This Fourth
Supplemental Indenture shall be construed and interpreted in accordance with
the laws of the State of Tennessee. All suits and actions against the
Authority arising under this Fourth Supplemental Indenture shall be instituted
in a court of competent jurisdiction in said State.

Section 5.3. Effective Date. This Fourth Supplemental
Indenture shall become effective upon the occurrence of the last of the
following events: (i) the execution and delivery hereof pursuant to Section
8.01 of the Indenture and applicable law; and (ii) the delivery to the Trustee
of a copy hereof, certified by the Authority, together with an Opinion of
Counsel to the Authority to the effect required under Sections 2.08 and 8.03 of
the Indenture.

Section 5.4. Reference to Fourth Supplemental Indenture.
Notwithstanding the actual date of the effectiveness hereof, for convenience
and purposes of reference this Fourth Supplemental Indenture shall be dated as
of December 1, 1984 and may be cited and referred to as the "Fourth
Supplemental Indenture dated as of December 1, 1984 between the Memphis-Shelby
County Airport Authority and Commerce Union Bank, Trustee."

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IN WITNESS WHEREOF, the Authority has caused this Fourth
Supplemental Indenture to be signed by its President, its seal to be hereunto
affixed, and attested by its Secretary and Commerce Union Bank, Trustee, has
caused this Fourth Supplemental Indenture to be signed in its name and on its
behalf by one of its Vice Presidents, its seal to be hereunto affixed and its
seal to be attested to by one of its Assistant Secretaries.

MEMPHIS-SHELBY COUNTY AIRPORT
AUTHORITY

By /s/ W. M. FLETCHER
----------------------------------
President
(SEAL)

Attest:

/s/ LARRY D. COX
- ----------------------------------------
Secretary

Approved:

/s/ R. GRATTON BROWN, JR.
- ----------------------------------------
Counsel
Memphis-Shelby County Airport Authority

COMMERCE UNION BANK, TRUSTEE

By /s/ PAUL WILLIAMS
-----------------------------------
Vice President
(SEAL)

Attest:

/s/ C. B. SELF
- ----------------------------------------
Assistant Secretary

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25

STATE OF TENNESSEE )
) ss:
COUNTY OF SHELBY )

On this 6th day of December, 1984 before me appeared W. M.
Fletcher, to me personally known, who, being by me duly sworn (or affirmed) did
say that he is the President of Memphis-Shelby County Airport Authority, and
that the seal affixed to the foregoing instrument is the corporate seal of said
Authority, and that said instrument was signed and sealed in behalf of said
Authority, by authority of its Board of Commissioners and he acknowledged said
instrument to be the free act and deed of said Authority.

/s/ CLARA F. BELL
----------------------------------------------
Notary Public

My Commission Expires September 7, 1988

STATE OF TENNESSEE )
) ss:
COUNTY OF DAVIDSON )

On this 7th day of December, 1984 before me appeared Paul
Williams, to be personally known, who, being by me duly sworn (or affirmed) did
say that he is the Vice President of Commerce Union Bank, and that the seal
affixed to the foregoing instrument is the corporate seal of said Bank, and
that said instrument was signed and sealed in behalf of said Bank, by authority
of its Board of Directors and he acknowledged said instrument to be the free
act and deed of said Bank.

/s/ VICKI D. YORK
--------------------------------------------
Notary Public

My Commission Expires April 20, 1986

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