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EXHIBIT 10.76
THIRD AMENDMENT TO
THE FEDEX CORPORATION
RETIREMENT PARITY PENSION PLAN
THIS AMENDMENT to the FedEx Corporation Retirement Parity Pension Plan (the
"Plan") is made by the participating employers, pursuant to their authority
to amend the Plan as provided in Section 12 thereof.
WHEREAS, the participating employers desire to amend the Plan in order to
establish the provisions applicable to that portion of an eligible Officer's
or Managing Director's accrued benefit which is determined pursuant to
Appendix E of the Qualified Pension Plan ("Portable Pension Account")
beginning on or after June 1, 2003;
NOW, THEREFORE, the Plan is amended, as described below.
I. Section 3 of the Plan shall be given the heading, "Benefit Amount and
Limitations: Traditional Pension Benefit", and shall be amended as follows:
Section 3. BENEFIT AMOUNT AND LIMITATIONS; TRADITIONAL PENSION
BENEFIT. (a) An Officer or Managing Director who meets the eligibility
requirements of Section 2 above and who has an accrued benefit under the
Traditional Pension Benefit Provisions (as that term is defined in Section
1.12 of Appendix E to the Qualified Pension Plan) of the Qualified Pension
Plan shall, regardless of whether such benefit under the Qualified Pension
Plan has been reduced due to the limits imposed by Internal Revenue Code
("Code") Section 415 (limitations on benefits) or Section 401(a)(17)
(limitations on annual compensation), be paid from the Plan a benefit equal
to 100% of the difference between the Unreduced Benefit and the Maximum
Benefit.
For the purpose of this Section 3, the monthly "Unreduced Benefit"
shall mean the benefit that would be provided to the Officer or Managing
Director pursuant to the Traditional Pension Benefit Provisions of the
Qualified Pension Plan, except that (1) if applicable, the Unreduced Benefit
shall not be limited by the application of Code Section 415 (limitations on
benefits for defined benefit plans and limitation in case of defined benefit
and defined contribution plan for same employee) and Section 401(a)(17)
(annual compensation limit), and (2) "Average Compensation" taken into
account with respect to a participating Officer or Managing Director shall
have the same meaning as set forth under the Qualified Pension Plan, but
shall not be limited by the application of Code Section 401(a)(17), except
that, with respect to Officers or Managing Directors who (i) are actively
employed by a participating employer as Officers or Managing Directors on or
after June 1, 1999, (ii) except for those employees who are Officers or
Managing Directors as of April 27, 2000, are not Officers or Managing
Directors the terms of whose employment are governed by the collective
bargaining agreement between Federal Express Corporation and the Fedex Pilots
Association effective May 31, 1999 (or any successor agreement thereto), and
(iii) retire on or after June 1, 1999, the number of whole calendar years
over which the arithmetic average is determined shall be three (3) years
instead of five (5) years.
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For the purpose of this Section 3, the monthly "Maximum Benefit"
shall mean the benefit actually provided to the Officer or Managing Director
under the Traditional Pension Benefit Provisions of the Qualified Pension
Plan.
(b) In addition to the benefit described in subsection (3)(a) above,
with respect to that portion of the accrued benefit of an Officer who meets
the eligibility requirements of Section 2 above and who has an accrued
benefit under the Traditional Pension Benefit Provisions of the Qualified
Pension Plan shall also be paid from this Plan, the difference between such
Officer's Maximum Benefit under the Traditional Pension Benefit Provisions of
the Qualified Pension Plan and what such Officer's Maximum Benefit would have
been had such Officer received credit for a Year of Service under the
Traditional Pension Benefit Provisions of the Qualified Pension Plan for each
year that such Officer is eligible to receive, and does in fact receive, a
benefit under the Federal Express Corporation Nonqualified Disability Plan
for Officers, as it currently exists or as it may be amended from time to
time (the "Officers Nonqualified Disability Plan").
For purposes of determining eligibility for an increased benefit as
contemplated by this subsection, such increased benefit shall be provided for
each Plan Year during which an Officer's Hours of Service under the Qualified
Pension Plan plus such Officer's "Phantom Hours of Service" while receiving
benefits under the Officers Nonqualified Disability Plan are equal to a Year
of Service under the Qualified Pension Plan. Phantom Hours of Service shall
be credited at the same rate under this subsection as if the Officer
receiving benefits under the Officers Nonqualified Disability Plan had been
actively at work and receiving credit for Hours of Service under the
Qualified Pension Plan. Notwithstanding the above, an Officer shall not
receive credit under this subsection for the same Plan Year for which such
Officer receives credit for a Year of Service under the Qualified Pension
Plan.
(c) The foregoing to the contrary notwithstanding, the benefit
payable from this Plan to an employee who was an Officer or Managing Director
as of April 27, 2000 and the terms of whose employment are governed by the
Agreement (or any successor agreement thereto) and who, as of May 31, 1999,
had an accrued benefit under this Plan, shall be reduced by the total amount
of pension benefits payable to such Officer or Managing Director under the
Qualified Pension Plan, the Federal Express Corporation Pilots' Money
Purchase Pension Plan, the Federal Express Corporation Non-Qualified Section
415 Excess Pension Plan for Pilots and the Federal Express Corporation
Non-Qualified Pension Plan for Pilots, pursuant to the terms of the Agreement
(or any successor agreement thereto).
(d) Except as specifically provided herein, this Plan is not
intended to provide any increased benefit which could otherwise be provided
under the Qualified Pension Plan. An Officer or Managing Director's benefit
under this Plan shall be decreased to the extent that such Officer or
Managing Director's benefit under the Qualified Pension Plan is so increased.
(e) Unless otherwise provided herein, defined terms used in this
Plan shall have the same meaning attributed to such terms in the Qualified
Pension Plan and the Officers Nonqualified Disability Plan, as applicable.
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II. A new Section 4 is added to the Plan and shall read as follows (All
subsequent sections shall be renumbered accordingly.):
Section 4. BENEFIT AMOUNT AND LIMITATIONS; PORTABLE PENSION ACCOUNT.
(a) An Officer or Managing Director who meets the eligibility requirements of
Section 2 above and who has an accrued benefit under the Portable Pension
Account (as that term is defined in Section 1.06 of Appendix E to the
Qualified Pension Plan) provisions of the Qualified Pension Plan shall,
regardless of whether such benefit under the Qualified Pension Plan has been
reduced due to the limits imposed by Internal Revenue Code ("Code") Section
415 (limitations on benefits) or Section 401(a)(17) (limitations on annual
compensation), be paid from the Plan a benefit equal to 100% of the
difference between the Unreduced Benefit and the Maximum Benefit.
For the purpose of this Section 4, the monthly "Unreduced Benefit"
shall mean the benefit that would be provided to the Officer or Managing
Director pursuant to the Portable Pension Account provisions of the Qualified
Pension Plan, except that (1) if applicable, the Unreduced Benefit shall not
be limited by the application of Code Section 415 (limitations on benefits
for defined benefit plans and limitation in case of defined benefit and
defined contribution plan for same employee) and Section 401(a)(17) (annual
compensation limit), and (2) "Compensation" taken into account with respect
to a participating Officer or Managing Director shall have the same meaning
as set forth under the Qualified Pension Plan, but shall not be limited by
the application of Code Section 401(a)(17).
For the purpose of this Section 4, the monthly "Maximum Benefit"
shall mean the benefit actually provided to the Officer or Managing Director
under the Portable Pension Account provisions of the Qualified Pension Plan.
(b) In addition to the benefit described in subsection (a) above,
with respect to that portion of the accrued benefit of an Officer who meets
the eligibility requirements of Section 2 above and who has an accrued
benefit under the Portable Pension Account provisions of the Qualified Plan
shall also be paid from this Plan, , the difference between such Officer's
Maximum Benefit under the Portable Pension Account provisions of the
Qualified Pension Plan and what such Officer's Maximum Benefit would have
been had such Officer received credit for a Year of Service under the
Portable Pension Account provisions of the Qualified Pension Plan for each
year that such Officer is eligible to receive, and does in fact receive, a
benefit under the Federal Express Corporation Nonqualified Disability Plan
for Officers, as it currently exists or as it may be amended from time to
time (the "Officers Nonqualified Disability Plan").
For purposes of determining eligibility for an increased benefit as
contemplated by this subsection, such increased benefit shall be provided for
each Plan Year during which an Officer's Hours of Service under the Qualified
Pension Plan plus such Officer's "Phantom Hours of Service" while receiving
benefits under the Officers Nonqualified Disability Plan are equal to a Year
of Service under the Qualified Pension Plan. Phantom Hours of Service shall
be credited at the same rate under this subsection as if the Officer
receiving benefits under the Officers Nonqualified Disability Plan had been
actively at work and receiving credit for Hours of Service under the
Qualified Pension Plan. Notwithstanding the above, an Officer shall not
receive credit under this subsection for the same Plan Year for which such
Officer receives credit for a Year of Service under the Qualified Pension
Plan.
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(c) The foregoing to the contrary notwithstanding, the benefit
payable from this Plan to an employee who was an Officer or Managing Director
as of April 27, 2000 and the terms of whose employment are governed by the
Agreement (or any successor agreement thereto) and who, as of May 31, 1999,
had an accrued benefit under this Plan, shall be reduced by the total amount
of pension benefits payable to such Officer or Managing Director under the
Qualified Pension Plan, the Federal Express Corporation Pilots' Money
Purchase Pension Plan, the Federal Express Corporation Non-Qualified Section
415 Excess Pension Plan for Pilots and the Federal Express Corporation
Non-Qualified Pension Plan for Pilots, pursuant to the terms of the Agreement
(or any successor agreement thereto).
(d) Except as specifically provided herein, this Plan is not
intended to provide any increased benefit which could otherwise be provided
under the Qualified Pension Plan. An Officer or Managing Director's benefit
under this Plan shall be decreased to the extent that such Officer or
Managing Director's benefit under the Qualified Pension Plan is so increased.
(e) Unless otherwise provided herein, defined terms used in this
Plan shall have the same meaning attributed to such terms in the Qualified
Pension Plan and the Officers Nonqualified Disability Plan, as applicable.
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IN WITNESS WHEREOF, the Participating Employers have caused this Third
Amendment to the Plan to be executed by their duly authorized officers as of
the date indicated below.
FEDERAL EXPRESS CORPORATION
/s/ DENNIS ROCHE
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Dennis Roche
Vice President
Global Compensation and Benefits
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX CORPORATION
/s/ WILLIAM J. CAHILL
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William J. Cahill
Staff Vice President
Human Resources
Date: May 28, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX CORPORATE SERVICES, INC.
/s/ WILLIAM J. CAHILL
---------------------------------------------
William J. Cahill
Vice President
Human Resources
Date: May 28, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX GROUND PACKAGE SYSTEM, INC.
/s/ LELAND E. HOLLY, III
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Leland E. Holly, III
Senior Vice President
Human Resources
Date: June 3, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX FREIGHT CORPORATION
/s/ JERYL MITCHELL
---------------------------------------------
Jeryl Mitchell
Vice President
Human Resources
Date: May 31, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX TRADE NETWORKS, INC.
/s/ PENELOPE REGISTER
---------------------------------------------
Penelope Register
Vice President and General Counsel
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX TRADE NETWORKS
TRANSPORTATION & BROKERAGE, INC.
/s/ PENELOPE REGISTER
---------------------------------------------
Penelope Register
Senior Vice President and General Counsel
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX TRADE NETWORKS
TRADE SERVICES, INC.
/s/ PENELOPE REGISTER
---------------------------------------------
Penelope Register
Senior Vice President
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
WORLD TARIFF, LIMITED
/s/ PENELOPE REGISTER
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Penelope Register
Vice President, General Counsel and Secretary
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX SUPPLY CHAIN SERVICES, INC.
/s/ PHILIP J. AZAR
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Philip J. Azar
Vice President and General Counsel
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
FEDEX CUSTOM CRITICAL, INC.
/s/ KIMBLE H. SCOTT
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Kimble H. Scott
Vice President and General Counsel
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
URGENT FREIGHT, INC.
/s/ KIMBLE H. SCOTT
---------------------------------------------
Kimble H. Scott
Vice President
Date: May 27, 2004
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IN WITNESS WHEREOF, the Participating Employers have caused this Third Amendment
to the Plan to be executed by their duly authorized officers as of the date
indicated below.
AUTOQUIK, INC.
/s/ KIMBLE H. SCOTT
---------------------------------------------
Kimble H. Scott
Vice President
Date: May 27, 2004
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