Fedex Corp

Transfer of Assets; Assumption and Satisfaction of Liabilities

Limitation of Liability; Intergroup Contracts

Transfers Not Effected On or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time

Wrong Pockets; Mail & Other Communications; Payments

Guarantees and Credit Support Instruments

Disclaimer of Representations and Warranties

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION

Auditors and Audits; Annual and Quarterly Financial Statements and Accounting

Indemnification Obligations Net of Insurance Proceeds and Other Amounts

Additional Matters; Survival of Indemnities

ACCESS TO INFORMATION; PRIVILEGE; CONFIDENTIALITY

Agreement for Exchange of Information; Archives

Production of Witnesses; Records; Cooperation

Directors and Officers Indemnification and Insurance

Certain Termination and Amendment Rights

Exhibit C Stockholder and Registration Rights Agreement

SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as of May 28, 2026, by and between FedEx Corporation, a Delaware corporation ("RemainCo"), and FedEx Freight Holding Company, Inc., a Delaware corporation ("SpinCo"). Each of RemainCo and SpinCo is sometimes referred to herein as a "Party" and collectively, as the " Parties ."

WHEREAS , RemainCo, acting through its direct and indirect Subsidiaries, currently conducts (a) the SpinCo Business and (b) the RemainCo Business;

WHEREAS , the Board of Directors of RemainCo (the "Board") has determined that it is appropriate, desirable and in the best interests of RemainCo and its stockholders to separate RemainCo into two separate, publicly traded companies, one for each of (a) the SpinCo Business, which shall be owned and conducted, directly or indirectly, by SpinCo, and (b) the RemainCo Business, which shall be owned and conducted, directly or indirectly, by RemainCo;

WHEREAS , in order to effect such separation, the Board has determined that it is appropriate, desirable and in the best interests of RemainCo and its stockholders (a) to undertake a series of transactions with respect to the allocation and transfer or assignment of Assets and Liabilities, including by means of the Conveyancing and Assumption Instruments, resulting in (i) RemainCo and/or one or more members of the RemainCo Group, collectively, owning all of the RemainCo Assets, assuming (or retaining or indemnifying the SpinCo Indemnitees against) all of the RemainCo Liabilities and, except as provided in any Ancillary Agreement, operating the RemainCo Business and (ii) SpinCo and/or one or more members of the SpinCo Group, collectively, owning all of the SpinCo Assets, assuming (or retaining or indemnifying the RemainCo Indemnitees against) all of the SpinCo Liabilities and, except as provided in any Ancillary Agreement, operating the SpinCo Business, in each case (clauses (a)(i) and (a)(ii)) (such transactions described in this clause (a), the "Internal Reorganization"), and (b) thereafter, for RemainCo to distribute on the Distribution Date to the holders of RemainCo Common Stock as of the close of business on the Distribution Record Date, on a pro rata basis and on the basis of one share of SpinCo Common Stock for every two outstanding shares of RemainCo Common Stock, 80.1% of the then issued and outstanding shares of SpinCo Common Stock (such transactions described in this clause (b), the "Distribution");

WHEREAS , in connection with the Internal Reorganization, the Board has determined that it is appropriate, desirable and in the best interests of RemainCo and its stockholders for SpinCo to (a) make the SpinCo Cash Distribution to RemainCo and (b) issue the SpinCo Exchange Debt to RemainCo, in each case as part of the consideration for the assets to be transferred to SpinCo by RemainCo pursuant to the SpinCo Contribution;

WHEREAS , (a) no later than 24 months following the SpinCo Contribution, RemainCo will transfer the cash received from SpinCo pursuant to the SpinCo Cash Distribution (the "SpinCo Cash Proceeds") to holders of Eligible RemainCo Debt in satisfaction of such debt, distribute the SpinCo Cash Proceeds to holders of RemainCo Common Stock as a special dividend and/or purchase outstanding shares of RemainCo Common Stock pursuant to a newly authorized RemainCo share repurchase program (collectively, the "SpinCo Cash Proceeds Purge"); and (b) no later than 24 months following the SpinCo Contribution, RemainCo will transfer any shares of SpinCo Common Stock not distributed by RemainCo in the Distribution ("Remainder SpinCo Shares") to holders of Eligible RemainCo Debt in satisfaction of such debt (any such transfer, an "Equity-for-Debt Exchange"), distribute the Remainder SpinCo Shares to holders of RemainCo Common Stock as a special dividend and/or transfer the Remainder SpinCo Shares to holders of RemainCo Common Stock pursuant to an offer to exchange the Remainder SpinCo Shares for outstanding shares of RemainCo Common Stock (any distribution or transfer of Remainder SpinCo Shares to holders of RemainCo Common Stock, a "Back-End Distribution");

WHEREAS , SpinCo has been formed for this purpose and has not engaged in activities except those in connection with the transactions contemplated by the Internal Reorganization, the consummation of the transactions contemplated by this Agreement and those activities necessary in connection with its standup

as an independent company (including activities with respect to the SpinCo Financing Arrangements and the distribution of the SpinCo Common Stock);

WHEREAS , for U.S. federal income tax purposes, (a) it is intended that the SpinCo Contribution and the Distribution, taken together, qualify as a "reorganization" pursuant to Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), and (b) this Agreement (including the Reorganization Step Plan) is intended to constitute, and is hereby adopted as, a "plan of reorganization" within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a); and

WHEREAS , each of RemainCo and SpinCo has determined that it is necessary and desirable to agree to the principal corporate transactions required to effect the Internal Reorganization (to the extent not already effected prior to the date hereof), the SpinCo Cash Distribution, the issuance of the SpinCo Exchange Debt and the Distribution and to enter into other agreements that will govern certain other matters following the Effective Time.

NOW, THEREFORE , in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

Section 1.1 General . As used in this Agreement, the following terms shall have the following meanings:

(1) "Acceptable Alternative Arrangement" shall have the meaning set forth in Section 2.2(d)(i) .

(2) "Action" shall mean any demand, action, claim, cause of action, suit, countersuit, arbitration, inquiry, case, litigation, subpoena, proceeding or investigation (whether civil, criminal or administrative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal or authority.

(3) "Adversarial Action" means (i) an Action by a member of the RemainCo Group, on the one hand, against a member of the SpinCo Group, on the other hand, or (ii) an Action by a member of the SpinCo Group, on the one hand, against a member of the RemainCo Group, on the other hand.

(4) "Affiliate" shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For the purposes of this definition, "control"​(including the terms"controlled by"and"under common control with"), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. Notwithstanding the foregoing, is expressly agreed that (i) no member of the RemainCo Group shall be deemed to be an Affiliate of any member of the SpinCo Group, and (ii) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the RemainCo Group.

(5) "Agent" shall mean Computershare Trust Company, N.A.

(6) "Agreement" shall have the meaning set forth in the preamble hereto.

(7) "Amended and Restated By-laws" shall mean the amended and restated by-laws of SpinCo substantially in the form filed by SpinCo with the Commission as exhibits to the SpinCo Form 10, subject to any changes thereto determined to be made by RemainCo prior to the Effective Time in its sole discretion and as may thereafter be amended from time to time in accordance with its terms, the terms of the Amended and Restated Certificate of Incorporation and Delaware Law.

(8) "Amended and Restated Certificate of Incorporation" shall mean the amended and restated certificate of incorporation of SpinCo substantially in the form filed by SpinCo with the Commission as exhibits to the SpinCo Form 10, subject to any changes thereto determined to be made by RemainCo prior to the Effective Time in its sole discretion and as may thereafter be amended from time to time in accordance with its terms and Delaware Law.

(9) "Ancillary Agreements" shall mean all of the written Contracts, instruments, assignments or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including the Tax Matters Agreement, the Transition Services Agreement, the Employee Matters Agreement, the IP Cross-License Agreement, the Trademark License Agreement, the Data Processing and Transfer Agreement, the Stockholder and Registration Rights Agreement and the agreements or other continuing arrangements set forth on Schedule 1.1(9) and any other agreements to be entered into by and between any member of the SpinCo Group and any member of the RemainCo Group, at, prior to or after the Distribution in connection with the Distribution, but shall exclude the Conveyancing and Assumption Instruments.

(10) "Arbitral Tribunal" shall have the meaning set forth in Section 8.1(c)(i) .

(11) "Assets" shall mean all right, title and ownership interests in and to all properties, claims, Contracts, businesses or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person.

(12) "Assigned SpinCo Insurance Policies" shall have the meaning set forth in Section 9.2(a) .