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EXHIBIT 10.2    
  


FIRST AMENDMENT TO SECOND ADDENDUM  


        THIS FIRST AMENDMENT TO THE SECOND ADDENDUM ("Amendment") dated the 4th day of December, 2002, amends the Second Addendum to the Transportation Agreement dated
August 29, 2002 (the "Second Addendum") between The United States Postal Service ("USPS") and Federal Express Corporation ("FedEx"). 


Preamble  


        On August 29, 2002, the USPS and FedEx (the "Parties") signed the Second Addendum in order to address the Parties transportation needs beyond
October 27, 2002; 


        Since
the execution of the Second Addendum, the Parties have determined that some of the volume requirements differ from those already provided for under the Second Addendum; 


        At
FedEx's request, USPS has agreed to modify the Second Addendum and the Parties agree as follows: 


        1.    For
purposes of this Amendment, all capitalized terms used as defined terms and not otherwise defined in this Amendment shall have meanings set forth in the Second
Addendum and the Agreement. 


        2.    The
Daily Mid-week Volume Commitments and Daily Weekend Volume Commitments for the first three weeks of December, 2002 as set forth in Section 2(a) of
the Second Addendum are revised as follows: 


[ * ]




	*
	Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 





[ * ]


        3.    The
parties reaffirm their agreement that during the Interim Period [ * ] USPS will tender and
FedEx must transport between [ * ] and [ * ] of the
Committed Volume for each applicable Schedule Block listed in the chart above. For the period [ * ], USPS will tender and FedEx
must transport between [ * ] and [ * ] of the Committed
Volume listed above. 


        4.    During
[ * ], certain weekday flights will contain a designated number of Handling Units which
will be allowed a later tender time at the destination location that is otherwise provided for under Attachment 1 of the Agreement. A listing of the relevant flights and the amount of cubic feet which
will be allowed a later tender time is provided on Exhibit A to this Amendment. FedEx shall track and measure the Service Level for such Handling Units in accordance with Section 8.5(b)
of the Agreement. 


        5.    Except
as amended by this Amendment, the terms and conditions of the Second Addendum shall remain in full force and effect and are ratified and confirmed in all respects. 




	*
	Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 






        IN WITNESS WHEREOF, the parties have signed this Amendment in duplicate, one for each of the Parties, as of December 4, 2002. 



	 	 	THE UNITED STATES POSTAL SERVICE
	 	 	 	 
	 	 	By:	/s/ LESLIE A. GRIFFITH

	 	 	Title:	Manager, Air Transportation
	 	 	 	 
	 	 	 	 
	 	 	FEDERAL EXPRESS CORPORATION
	 	 	 	 
	 	 	By:	/s/ PAUL J. HERRON

	 	 	Title:	VP—Postal Transportation







Exhibit A

To

First Amendment to Second Addendum  


 [ * ]




	*
	Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 









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EXHIBIT 10.2