EX-10.2





 Exhibit 10.2 

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I)
IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED. 
  
 



 
 Supplemental Agreement No. 16 

to 
 Purchase Agreement
No. 3712 
 between 
 The
Boeing Company 
 And 
 Federal
Express Corporation 
 Relating to Boeing Model 767-3S2F Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 16 (SA-16), entered into as of June 22 ,
2021 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer); 
 W I T N E S S E T H: 

A. WHEREAS, the parties entered into Purchase Agreement No. 3712, dated December 14, 2011 (Purchase
Agreement), relating to the purchase and sale of certain Boeing Model 767- 3S2F Aircraft (Aircraft); and 
 B.
WHEREAS, Customer and Boeing desire to revise the delivery date of one (1) Aircraft (SA-16 Rescheduled Aircraft), as set forth in the table below: 

 

									
	 Aircraft

Block
	 	
MSN1
	 	 Table
	 	 Existing

Delivery Date
 of
Aircraft
	 	 Revised

Delivery Date
 of
Aircraft

	 F
	 	63133	 	1-A2	 	[*]	 	[*]

 C. WHEREAS, Customer desires to (i) exercise and revise the delivery date of one
(1) Option Aircraft, (ii) exercise four (4) Option Aircraft, and (iii) exercise fifteen (15) Block D Option Aircraft, for a combined total of twenty (20) exercised Option Aircraft; such exercised Option Aircraft will be
added to the Purchase Agreement and will be designated as either Block H Aircraft (Block H Aircraft)or Block I Aircraft (Block I Aircraft), as summarized in the following table: 

 

	1 	 Manufacture Serial Number(s) (MSNs) identified are for informational purposes only and subject to change.




  
 SA16-1 

 

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

















 Supplemental Agreement No.16 to 

Purchase Agreement No. 3712 
  


											
	 #
	  	 Existing Aircraft Block
	  	 Revised Aircraft
Block
	  	 Table
	  	 Existing Delivery Date
of Option Aircraft
	  	 Revised Delivery Date
Aircraft

	 1
	  	Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 2
	  	Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 3
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 4
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 5
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 6
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 7
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 8
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 9
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 10
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 11
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 12
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 13
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 14
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 15
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 16
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 17
	  	Block D Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 18
	  	Option Aircraft	  	Block H	  	1-B	  	[*]	  	[*]
	 19
	  	Option Aircraft	  	Block I	  	1-B	  	[*]	  	[*]
	 20
	  	Option Aircraft	  	Block I	  	1-B	  	[*]	  	[*]


  
 BOEING
PROPRIETARY 
 SA 16-2 
  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 Supplemental Agreement No.16 to 

Purchase Agreement No. 3712 
  

 D. WHEREAS, Customer desires to add twenty (20) Option Aircraft to the
Purchase Agreement (SA-16 Option Aircraft), as set forth in the table below: 
  

					
	 #
	  	 Delivery Date of new

Option Aircraft
	  	 Block

	1	  	[*]	  	Option Aircraft
	2	  	[*]	  	Option Aircraft
	3	  	[*]	  	Option Aircraft
	4	  	[*]	  	Option Aircraft
	5	  	[*]	  	Option Aircraft
	6	  	[*]	  	Option Aircraft
	7	  	[*]	  	Option Aircraft
	8	  	[*]	  	Option Aircraft
	9	  	[*]	  	Option Aircraft
	10	  	[*]	  	Option Aircraft
	11	  	[*]	  	Option Aircraft
	12	  	[*]	  	Option Aircraft
	13	  	[*]	  	Option Aircraft
	14	  	[*]	  	Option Aircraft
	15	  	[*]	  	Option Aircraft
	16	  	[*]	  	Option Aircraft
	17	  	[*]	  	Option Aircraft
	18	  	[*]	  	Option Aircraft
	19	  	[*]	  	Option Aircraft
	20	  	[*]	  	Option Aircraft

 E. WHEREAS, Customer desires to cancel twenty (20) Purchase Rights from the Purchase
Agreement. 

  
 BOEING
PROPRIETARY 
 SA 16-3 
  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 Supplemental Agreement No.16 to 

Purchase Agreement No. 3712 
  

 F. WHEREAS, Boeing desires to provide special business considerations to
Customer related to the Block H Aircraft and Block I Aircraft. 
 G. WHEREAS, Customer and Boeing desire to document details
of the existing Aircraft in a more consistent manner, in order to provide clarification throughout the Purchase Agreement. 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase
Agreement as follows: 
 All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same
meaning as in the Purchase Agreement. 
 1. Remove and replace, in its entirety, the Table of Contents with the revised Table
of Contents attached hereto, to reflect the changes made by this SA-16. 
 2. Boeing
and Customer acknowledge and agree that upon execution of this SA-16, (i) one (1) Aircraft is hereby rescheduled as described in Recital Paragraph B, (ii) eighteen (18) Block H Aircraft described in
Recital Paragraph C are hereby added to the Purchase Agreement and will be designated by the parties as “Block H Aircraft”, (iii) two (2) Block I Aircraft described in Recital Paragraph C are hereby added to the Purchase Agreement as
a conditional firm aircraft and will be designated by the parties as “Block I Aircraft” (iv) twenty (20) Option Aircraft described in Recital Paragraph D are hereby added to the Purchase Agreement as “Option Aircraft” and shall
be deemed such for all purposes under the Purchase Agreement, and (v) twenty (20) Purchase Rights are hereby removed from the Purchase Agreement decreasing the total quantity of Purchase Rights to twelve (12). The Block H Aircraft and the Block
I Aircraft will be deemed “Aircraft” for all purposes under the Purchase Agreement except as otherwise described herein. 

3. Revise and replace in its entirety, Table 1-A1 with a revised Table 1-A1, attached
hereto, revised to include (i) the applicable [*], and (ii) the relevant manufacture serial numbers2, to conform the format of Table 1- A1 to be consistent with the format of the other tables in
the Purchase Agreement, as described in Recital Paragraph G above. 
  

	2 	 Manufacture Serial Number(s) (MSNs) identified are for informational purposes only and subject to change.




  
 BOEING
PROPRIETARY 
 SA 16-4 
  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 Supplemental Agreement No.16 to 

Purchase Agreement No. 3712 
  

 4. Revise and replace in its entirety, Table
1-A2 with a revised Table 1-A2, attached hereto, revised to reflect the revised delivery date, [*], [*], and [*] resulting from the deferral of the SA-16 Rescheduled Aircraft, as described in Recital Paragraph B above. 
 5. Revise and
replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to add the eighteen (18) Block H Aircraft and two (2) Block I Aircraft, as
described in Recital Paragraph C above. 
 6. Revise and replace in its entirety, Table
1-B1 with a revised Table 1-B1, attached hereto, revised to clarify that there are no remaining Block D Option Aircraft. 

7. Revise and replace in its entirety, Table 1-C with a revised Table 1-C, attached hereto, revised to clarify when Table 1-C should be utilized. 

8. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106158R6, Right to Purchase Additional Aircraft, with Letter Agreement FED-PA-03712-LA-1106158R7, Right to Purchase Additional Aircraft, attached hereto, to reflect the cancellation of the
twenty (20) Purchase Rights as described in Recital Paragraph E above, resulting in a revised quantity of twelve (12) Purchase Rights. 

9. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106156R5, Option Aircraft, with Letter Agreement FED-PA-03712-LA-1106156R6, Option Aircraft, attached hereto, to reflect (i) the removal of fifteen (15) Block D Option Aircraft and five
(5) Option Aircraft as described in Recital Paragraph C above, and (ii) the addition of twenty (20) Option Aircraft as described in Recital Paragraph D above. 

10. Revise and replace in its entirety Attachment 1 to Letter Agreement FED-PA-03712-LA-1106156R5, Option Aircraft, with Attachment 1 to Letter Agreement FED-PA-03712-LA-1106156R6, Option Aircraft, attached hereto, to reflect (i) the removal of five (5) Option Aircraft described in Recital Paragraph C
above, and (ii) the addition of the SA-16 Option Aircraft described in Recital Paragraph D above. 

11. Revise and replace in its entirety Attachment 2 to Letter Agreement FED-PA-03712-LA-1106156R5, Option Aircraft, with Attachment 2 to Letter Agreement FED-PA-03712-LA-1106156R6, Option Aircraft, attached hereto, to reflect the removal of fifteen (15) Block D Option Aircraft as described in Recital
Paragraph C above, and (ii) to document that there are zero (0) Block D Option Aircraft and zero (0) Block D Exercised Option Aircraft in the Purchase Agreement. 

  
 BOEING
PROPRIETARY 
 SA 16-5 
  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 Supplemental Agreement No.16 to 

Purchase Agreement No. 3712 
  

 12. Revise and replace in its entirety Attachment 3 to Letter Agreement FED-PA-03712-LA-1106156R5, Option Aircraft, with Attachment 3 to Letter Agreement FED-PA-03712-LA-1106156R6, Option Aircraft, attached hereto, to reflect (i) the exercise of twenty (20) Option
Aircraft as described in Recital Paragraph C above, and (ii) the addition of the SA-16 Option Aircraft described in Recital Paragraph D above. 

13. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R5, Option Aircraft, with Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R6, Option Aircraft, attached hereto, to reflect (i) the exercise of twenty (20) Option Aircraft described in Recital Paragraph
C above, and (ii) the addition of the SA-16 Option Aircraft described in Recital Paragraph D above. 

14. Add new Letter Agreement
FED-PA-03712-LA-2101153, Special Matters for Block H and Block I Aircraft,
attached hereto, to provide special business considerations to Customer related to the Block H Aircraft and Block I Aircraft as described in Recital Paragraph F above. 

15. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1208292R3, Special Matters Concerning [*] -- Block B, Block C, Block E, Block F and Block G Aircraft, with Letter Agreement FED-PA-03712-LA-1208292R4, Special Matters Concerning [*] -- Block B, Block C, Block E,
Block F, Block G, Block H, and Block I Aircraft, attached hereto, to include the Block H Aircraft and Block I described in Recital Paragraph C above. 

16. Revise and replace in its entirety Letter Agreement 6-1162-SCR146R2, Special
Provision – Block B and Block G Aircraft, with Letter Agreement 6-1162-SCR146R3, Special Provision – Block B, Block G, and Block I Aircraft, attached hereto, to revise the
applicability of the letter agreement to include the Block I Aircraft described in Recital Paragraph C above. 
 17. For the
sake of clarity, the parties agree that the Block H Aircraft and Block I Aircraft added herein shall be subject to (i) Letter Agreement FED-PA-03712-LA-1106159R1, Special Matters Concerning [*], (ii) Letter Agreement FED-PA-03712-LA-1106154R2, Firm and Option Aircraft Delivery Matters, and (iii) Letter Agreement FED-PA-03712-LA-1106584R4, Aircraft Performance Guarantees. 
 18. As
a result of the changes incorporated in this SA-16, Customer will owe a payment to Boeing in an amount equal to [*] (SA-16 Payment Amount). The SA-16 Payment
Amount will be due to Boeing no later than June 29, 2021. 

  
 BOEING
PROPRIETARY 
 SA 16-6 
  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 Supplemental Agreement No.16 to 

Purchase Agreement No. 3712 
  

 19. This SA-16 to the Purchase
Agreement shall not be effective unless executed and delivered by the parties on or prior to June 22, 2021. 
 20. References
in the Purchase Agreement, any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding
tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table. 
  

			
	 Reference
	  	 Replacement Reference

	FED-PA-03712-LA-1106156R5	  	FED-PA-03712-LA-1106156R6
	FED-PA-03712-LA-1106158R6	  	FED-PA-03712-LA-1106158R7
	FED-PA-03712-LA-1208292R3	  	FED-PA-03712-LA-1208292R4
	6-1162-SCR-146R2	  	6-1162-SCR-146R3

 EXECUTED as of the day and year first above written. 

 

									
	FEDERAL EXPRESS CORPORATION	 		 	THE BOEING COMPANY
					
	By:	 	 /s/ Kevin A. Burkhart
	 		 	By:	 	 /s/ McKenzie Kuckhahn

	Name:	 	Kevin A. Burkhart	 		 	Name:	 	McKenzie Kuckhahn
	Title:	 	Vice President	 		 	Title:	 	Attorney-In-Fact


  
 BOEING PROPRIETARY

 SA 16-7 













 TABLE OF CONTENTS 

 

					
	 ARTICLES
	  	 	  	 SA Number

	1	  	Quantity, Model and Description	  	
	2	  	Delivery Schedule	  	
	3	  	Price	  	
	4	  	Payment	  	
	5	  	Additional Terms	  	
		
	 TABLES
	  	 
	1-A	  	Firm Aircraft Information Table	  	10
	1-A1	  	Block B and Block C Aircraft Information Table	  	16
	1-A2	  	Block E, Block F and Block G Aircraft Information Table	  	16
	1-B	  	Exercised Option Aircraft Information Table	  	16
	1-B1	  	Exercised Block D Option Aircraft Information Table	  	16
	1-C	  	Exercised Purchase Right Aircraft Information Table	  	16
		
	 EXHIBIT
	  	 
	A	  	Aircraft Configuration	  	4
	B	  	Aircraft Delivery Requirements and Responsibilities	  	
		
	 SUPPLEMENTAL EXHIBITS
	  	 
	AE1	  	Escalation Adjustment/Airframe and Optional Features	  	
	BFE1	  	BFE Variables	  	2
	CS1	  	Customer Support Variables	  	
	EE1	  	Engine Escalation, Engine Warranty and Patent Indemnity	  	
	SLP1	  	Service Life Policy Components	  	


  

					
	FED-PA-03712	  		  	SA-16
		  	BOEING PROPRIETARY	  	















							
	 LETTER AGREEMENTS
	  	 SA

Number
	 
			
	 LA-1106151R3
	  	LA-Special Matters Concerning [*] – Option Aircraft and	  			
		  	Certain Purchase Right Aircraft	  	 	15	 
			
	 LA-1106152
	  	LA-Special Matters Concerning [*] – Firm Aircraft	  			
			
	 LA-1106153
	  	LA-Liquidated Damages Non-Excusable Delay	  			
			
	 LA-1106154R2
	  	LA-Firm Aircraft and Option Aircraft Delivery Matters	  	 	6	 
			
	 LA-1106155
	  	LA-Open Configuration Matters	  			
			
	 LA-1106156R6
	  	LA-Option Aircraft	  	 	16	 
			
		  	Attachment 1 to LA-1106156R6	  	 	16	 
			
		  	Attachment 2 to LA-1106156R6	  	 	16	 
			
		  	Attachment 3 to LA-1106156R6	  	 	16	 
			
		  	Attachment 4 to LA-1106156R6	  	 	16	 
			
	 LA-1106157
	  	AGTA Amended Articles	  			
			
	 LA-1106158R7
	  	LA-Right to Purchase Additional Aircraft	  	 	16	 
			
	 LA-1106159R1
	  	LA-Special Matters Concerning [*]	  	 	1	 
			
	 LA-1106160
	  	LA-Spare Parts Initial Provisioning	  			
			
	 LA-1106163
	  	LA-Demonstration Flight Waiver	  			
			
	 LA-1106177R1
	  	LA-[*]	  	 	6	 
			
	 LA-1106207R1
	  	LA-Special Matters Firm Aircraft	  	 	1	 
			
	 LA-1106208R2
	  	LA-Special Matters Option Aircraft	  	 	1	 
			
	 LA-1106574R1
	  	LA-Agreement for Deviation from the [*]	  	 	6	 
			
	 LA-1106584R4
	  	LA-Aircraft Performance Guarantees	  	 	6	 
			
	 LA-1106586
	  	LA-Miscellaneous Matters	  			
			
	 LA-1106614R4
	  	LA-Special Matters for Purchase Right Aircraft	  	 	12	 
			
	 LA-1106824
	  	LA-Customer Support Matters	  			
			
	 LA-1208292R4
	  	LA-Special Matters Concerning [*] – Block B, Block C, Block E, Block F, Block G, Block H and Block I Aircraft	  	 	16	 
			
	 LA-1208296R1
	  	LA-Special Matters for Block D Option Aircraft	  	 	6	 
			
	 LA-1208949R1
	  	LA-Special Matters for Aircraft in Table 1-A1	  	 	11	 
			
	 6-1162-SCR-146R3
	  	LA Special Provision — Block B, Block G, and Block I Aircraft	  	 	16	 
			
	 LA-1306854R1
	  	Performance Guarantees, Demonstrated Compliance	  	 	6	 
			
	 6-1162-LKJ-0696R6
	  	LA-[*]	  	 	6	 
			
	 6-1162-LKJ-0705
	  	LA-Special Matters for Block E, Block F and Block G Aircraft in Table 1-A2	  	 	6	 
			
	 6-1162-LKJ-0707
	  	LA- Agreement Regarding [*]	  	 	6	 
			
	 6-1162-LKJ-0709
	  	LA-[*] Special Matters	  	 	6	 


  

					
	FED-PA-03712	  		  	SA-16
		  	BOEING PROPRIETARY	  	

  

	*	 Blank spaces contained confidential information that has been
excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx
if publicly disclosed. 
















							
	 6-1162-LKJ-0728
	  	LA-Special Matters – SA-8 Early Exercise Aircraft	  	 	8	 
			
	 6-1162-LKJ-0744
	  	LA-Special Considerations – SA-10 Accelerated Aircraft	  	 	10	 
			
	 6-1169-LKJ-0773
	  	LA-Special Matters – SA-11	  	 	11	 
			
	 LA-2000793R1
	  	LA-SA-14 Rescheduled Aircraft Delivery Matters	  	 	15	 
			
	 MISC-1902775R1
	  	LA- 767 Unincorporated Changes	  	 	15	 
			
	 LA-2002413
	  	LA-SA-15 Block G Rescheduled Aircraft –Additional Considerations	  	 	15	 
			
	 MISC-1907644R1
	  	LA-Special Considerations related to [*]	  	 	15	 
			
	 LA-2002433
	  	LA-SA-15 Considerations and Aircraft Delays	  	 	15	 
			
	 LA-2101153
	  	LA-Special Matters for Block H and Block I Aircraft	  	 	16	 


  

					
	FED-PA-03712	  		  	SA-16
		  	BOEING PROPRIETARY	  	

  

	*	 Blank spaces contained confidential information that has been excluded
pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx
if publicly disclosed. 
















			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF:

		
	 Supplemental Agreement No. 1
	  	June 29, 2012
		
	 Supplemental Agreement No. 2
	  	October 8, 2012
		
	 Supplemental Agreement No. 3
	  	December 11, 2012
		
	 Supplemental Agreement No. 4
	  	December 10, 2013
		
	 Supplemental Agreement No. 5
	  	September 29, 2014
		
	 Supplemental Agreement No. 6
	  	July 21, 2015
		
	 Supplemental Agreement No. 7
	  	April 18, 2016
		
	 Supplemental Agreement No. 8
	  	June 10, 2016
		
	 Supplemental Agreement No. 9
	  	February 16, 2017
		
	 Supplemental Agreement No. 10
	  	May 10, 2017
		
	 Supplemental Agreement No. 11
	  	June 18, 2018
		
	 Supplemental Agreement No. 12
	  	June 24, 2019
		
	 Supplemental Agreement No. 13
	  	September 4, 2019
		
	 Supplemental Agreement No. 14
	  	February 28, 2020
		
	 Supplemental Agreement No. 15 
	  	June 25, 2020
		
	 Supplemental Agreement No. 16
	  	June 22, 2021


  

					
	FED-PA-03712	  		  	SA-16
		  	BOEING PROPRIETARY	  	
















					
	



	  		  	 The Boeing Company

P.O. Box 3707
 Seattle, WA
98124-2207


  
  

 

 FED-PA-03712-LA-1106158R7 
 Federal Express Corporation 

3610 Hacks Cross 
 Memphis, TN 38125 

 

	Subject:	 Right to Purchase Additional Aircraft 



 

	Reference: 	 Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and
Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and
supersedes FED-PA-03712- LA-1106158R6 in its entirety. All terms used but not defined in this Letter Agreement
shall have the same meaning as in the Purchase Agreement. 
  

	1.	 Right to Purchase Incremental Aircraft.



 Subject to the terms and conditions contained herein, Customer will have the right to purchase (Purchase
Right(s)) twelve (12) additional Boeing Model 767-3S2F aircraft as purchase right aircraft (Purchase Right Aircraft). 

 

	2.	 Delivery. 



2.1 The Purchase Right Aircraft delivery positions are [*]. 

2.1.1 The parties agree that [*]. In order for Customer to exercise Purchase Rights for delivery positions commencing [*]. 

2.1.2 Boeing and Customer shall [*]. 

  

					
	FED-PA-03712-LA-1106158R7	 		  	SA-16
	 Right to Purchase Additional Aircraft
	 		  	Page 1
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded
pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

















 



 
  

 2.1.3 Boeing and Customer shall
[*]. 
  

	3.	 Configuration. 



The configuration for the Purchase Right Aircraft will be the Detail Specification for Model 767-3S2F
aircraft at the revision level in effect at the time of the Supplemental Agreement. Such Detail Specification will be revised to include (i) changes required to obtain required regulatory certificates and (ii) other changes as mutually
agreed upon by Boeing and Customer. 
  

	4.	 Price. 



4.1 The Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for the Purchase Right Aircraft shall remain in base
year [*] and such prices will be subject to escalation to the scheduled delivery date of the Purchase Right Aircraft. 
 4.2 Subject to the
provisions of Letter Agreement FED-PA-03712-LA-1106151R3 “Special Matters Concerning [*] – Option Aircraft and
Certain Purchase Right Aircraft”, the Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Purchase Right Aircraft will be adjusted for escalation in accordance with the Purchase Agreement.

 4.3 The Advance Payment Base Price for each exercised Purchase Right Aircraft shall be developed in accordance with the terms of the
Purchase Agreement and determined at the time of Supplemental Agreement. 
  

	5.	 Payment. 



At Supplemental Agreement for the Purchase Right Aircraft, advance payments will be payable as specified in the Purchase Agreement. The
remainder of the Aircraft Price for the Purchase Right Aircraft will be paid at the time of delivery. 

  

					
	FED-PA-03712-LA-1106158R7	 		  	SA-16
	 Right to Purchase Additional Aircraft
	 		  	Page 2
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















 



 
  


	6.	 Notice of Exercise and Payment of Deposit. 



6.1 Customer may exercise a Purchase Right by giving written notice (Notice of Exercise) to Boeing. All
Purchase Right aircraft must be exercised for delivery no later than [*]. Such Notice of Exercise shall be accompanied by payment, by electronic transfer to the account specified below, in accordance with the Purchase Agreement. Such amount will be
the initial advance payment due at execution of the Supplemental Agreement. 
 [*] 

6.2 The parties agree that Purchase Right Aircraft, once exercised, will be added to either (a) Table 1-C of the Purchase Agreement when exercised as incremental firm Aircraft, or (b) Attachment 1 to Letter Agreement FED-PA-03712- LA-1106156R6 “Option Aircraft” when [*]. 

6.3 The parties agree that [*]. 
  

	7.	 Supplemental Agreement. 



Following Customer’s exercise of a Purchase Right in accordance with the terms and conditions stated herein [*], the parties will sign a
supplemental agreement for the purchase of such Purchase Right Aircraft (Supplemental Agreement) within thirty (30) calendar days of such exercise (Purchase Right Exercise). The Supplemental Agreement will include the provisions
then contained in the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions. 
  

	8.	 [*]. 



[*]. 
  

	9.	 General Expiration of Rights. 



Each Purchase Right shall expire at the time of execution of the Supplemental Agreement for the applicable Purchase Right Aircraft, or, if no
such Supplemental Agreement is executed, on [*]. 

  

					
	FED-PA-03712-LA-1106158R7	 		  	SA-16
	 Right to Purchase Additional Aircraft
	 		  	Page 3
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















 



 
  


	10.	 Confidential Treatment. 



Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential.
Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to
know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and conditions
herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law. 

 

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ McKenzie Kuckhahn

	Its Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date: June 22, 2021
	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Kevin A. Burkhart

	Its Vice President


  

					
	FED-PA-03712-LA-1106158R7	 		  	SA-16
	 Right to Purchase Additional Aircraft
	 		  	Page 4
		 	 BOEING PROPRIETARY
	  	
















					
	



	  		  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  

 
  

 FED-PA-03712-LA-1106156R6 
 Federal Express Corporation 

3610 Hacks Cross 
 Memphis, TN 38125 

 

	Subject:	 Option Aircraft 


  

	Reference: 	 Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and
Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and
supersedes FED-PA-03712- LA-1106156R5 in its entirety. All terms used but not defined in this Letter Agreement will have
the same meaning as in the Purchase Agreement. 
  

	1.	 Right to Purchase Option Aircraft. 



Subject to the terms and conditions contained in this Letter Agreement, Customer has the option to purchase fifty
(50) additional Model 767-3S2F aircraft as option aircraft (Option Aircraft). 
  

	2.	 Delivery. 



The number of Option Aircraft and associated delivery months are listed in the Attachment 1 to this Letter Agreement. 

 

	3.	 Configuration. 



The configuration for the Option Aircraft will be the Detail Specification for model 767-3S2F aircraft
at the revision level in effect at the time of Supplemental Agreement. Such Detail Specification will be revised to include (i) changes required to obtain required regulatory certificates and (ii) other changes as mutually agreed upon by
Customer and Boeing. 
  

	4.	 Price. 



4.1 The Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft will remain in base
year [*] and such prices will be subject to escalation in accordance with the Purchase Agreement. 

  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft
	 		  	Page 1
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















  

 4.2 Subject to the provisions of letter agreement FED-PA-03712-LA-1106151R3; Special Matters Concerning [*] – Option Aircraft and Certain Purchase Right Aircraft, the Airframe Price, Engine
Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft will be adjusted for escalation in accordance with the Purchase Agreement. 

  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft
	 		  	Page 1
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

 4.3 The Advance Payment Base Price for each exercised Option Aircraft will be developed in
accordance with the terms of the Purchase Agreement and determined at the time of Supplemental Agreement. 
  

	5.	 Payment. 



5.1 Customer will pay an option deposit to Boeing in the amount of [*] (Option Deposit) for each Option Aircraft added to the Purchase
Agreement. The parties acknowledge that Customer has previously paid an Option Deposit to Boeing in the amount of [*] for each of the thirty (30) Option Aircraft in Attachment 1 prior to the execution of Supplemental
Agreement No. 16 to the Purchase Agreement (SA-16). If Customer exercises an option, the Option Deposit will be credited against the first advance payment due. 

5.2 [*]. 
 5.3 For the sake of
clarity, Customer and Boeing agreed to [*], pursuant to paragraph 2 of letter agreement 6-1162-LKJ-0707, Agreement Regarding [*], dated July 15, 2015. 

5.4 Following option exercise, advance payments will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for
the Option Aircraft will be paid at the time of delivery. 
  

	6.	 Option Exercise. 



6.1 Customer will exercise [*], by giving written notice to Boeing on or before the first business day of the month that is [*] months prior to
the month of delivery [*] (Option Exercise Date). [*]. 
 6.1.1 [*]. 

  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft 
	 		  	Page 2
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

 6.1.2 [*]. 

6.1.3 [*]. 
 6.2 [*]. 

6.2.1 [*]. 

  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft 
	 		  	Page 3
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

 6.2.2 [*]. 

6.2.3 [*]. 
 6.2.4 [*]. 

6.2.5 [*]. 
 6.3 Boeing and
Customer agree that Option Aircraft, once exercised, will be added to Table 1-B, of the Purchase Agreement. 

  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft
	 		  	Page 4
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 



 
  


	7	 [*]. 



For the avoidance of doubt, [*] as described in letter agreement FED-PA-03712- LA-1106154R2, Firm Aircraft and Option Aircraft Delivery
Matters and FED-PA-03712- LA-2000793R1, SA-14 Rescheduled Aircraft Delivery Matters. 
  

	8	 [*]. 


  

	9	 [*]. 


  

	10	 Supplemental Agreement. 



10.1 Following Customer’s exercise of an option the parties will sign a supplemental agreement for the purchase of such Option Aircraft
(Supplemental Agreement). The Supplemental Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement. 

10.2 Boeing and Customer will use their commercially reasonable efforts to sign a Supplemental Agreement within thirty (30) business days
following the applicable Option Exercise Date. 

  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft
	 		  	Page 5
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item
601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely
cause competitive harm to FedEx if publicly disclosed. 
















 



 
  


	11	 Confidential Treatment. 



Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential.
Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to
know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and conditions
herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law. 

 

									
	ACCEPTED AND AGREED TO this	 		 		 	
					
	Date:	 	June 22, 2021	 		 		 	
			
	FEDERAL EXPRESS CORPORATION	 		 	 THE BOEING COMPANY

					
	By:	 	 /s/ Kevin A. Burkhart
	 		 	By:	 	 /s/ McKenzie Kuckhahn

	Name:	 	Kevin A. Burkhart	 		 	Name:	 	McKenzie Kuckhahn
	Title:	 	Vice President	 		 	Title:	 	Attorney-In-Fact

 Attachments to Letter Agreement: 
  

	◾	 Attachment 1: Option Aircraft Delivery, Description, Price and Advance Payments 



	◾	 Attachment 2: Block D Option Aircraft Delivery, Description, Price and Advance Payments




	◾	 Attachment 3: Production Cycle Option Schedule by contract Delivery Date, by Customer Fiscal Year




	◾	 Attachment 4: Firm Aircraft and Option Aircraft Delivery Schedule by contract Delivery Date, by Customer
Fiscal Year 



  

					
	FED-PA-03712-LA-1106156R6	 		  	SA-16
	 Option Aircraft
	 		  	Page 6
		 	 BOEING PROPRIETARY
	  	















 



 

					
		 		 	The Boeing Company
		 		 	P.O. Box 3707
		 		 	Seattle, WA 98124-2207

  
  

 FED-PA-03712-LA-2101153 
 Federal Express Corporation 

3610 Hacks Cross Road 
 Memphis, TN 38125 

 

	Subject:	 Special Matters for Block H and Block I Aircraft 



 

	Reference:	 Purchase Agreement No. PA-3712 (Purchase Agreement) between The
Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement shall have the same meaning as in the Purchase Agreement. The credit memorandum provided for in this Letter Agreement will be applicable to the Block H Aircraft and Block I Aircraft, as identified in Table
1-B of the Purchase Agreement. 
  

	1.	 Credit Memoranda. 



[*] 

  

					
	FED-PA-03712-LA-2101153	 		  	SA-16
	 Special Matters for Block H and Block I Aircraft
	 		  	Page 1
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















	2.	 Escalation of Credit Memoranda. 



Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.6 are in [*] base year dollars and will be
escalated to the same time period as the Airframe pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Block H Aircraft and Block I Aircraft. The Credit Memoranda may, at the election of Customer, be [*].

  

	3.	 [*] 


  

	4.	 Assignment. 



Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer
and in consideration of Customer’s taking title to the Block H Aircraft and Block I Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written
consent of Boeing, which will not be unreasonably withheld. 
  

	5.	 Confidentiality 



Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential.
Each of Customer and Boeing agree hat it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to
know and who understand that they are not to disclose its content to any other person or entity without the prior written 

  

					
	FED-PA-03712-LA-2101153	 		  	SA-16
	 Special Matters for Block H and Block I Aircraft
	  	Page 2
		 	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

 consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms
and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law. 

 

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ McKenzie Kuckhahn

	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 22, 2021
	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Kevin A. Burkhart

	Its	 	Vice President


  

					
	FED-PA-03712-LA-2101153	 		  	SA-16
	 Special Matters for Block H and Block I Aircraft
	  	Page 3
		 	 BOEING PROPRIETARY
	  	
















					
	



	  		  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  

 

 FED-PA-03712-LA-1208292R4 
 Federal Express Corporation 

3610 Hacks Cross 
 Memphis, TN 38125 

 
  

	Subject:	 Special Matters Concerning [*] – Block B, Block C, Block E, Block F, Block G, Block H, and Block I
Aircraft 


  

	Reference:	 Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and
Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) 



This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement FED-PA-03712-LA-1208292R3 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same
meaning as in the Purchase Agreement. The terms provided in this Letter Agreement will be applicable to Block B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft. 

 

	1.	 [*]. 



1.1 Boeing will [*] for the Airframe Price and Optional Features Prices of each Block B, Block C, Block E, Block F, Block G,
Block H, and Block I Aircraft for the period beginning [*], and continuing through [*], in accordance with the terms of this Letter Agreement. 

1.2 Notwithstanding the [*], in the event Boeing reschedules a Block B, Block C, Block E, Block F, Block G, Block H, or Block I Aircraft
delivery outside the [*] pursuant to the delivery flexibility described in Letter Agreement Firm Aircraft Delivery Matters (FED-PA-03712-LA-1106154R2), Boeing agrees that the [*] will extend to apply to such rescheduled Block B, Block C, Block E, Block F, Block G, Block H, or Block
I Aircraft. 
 1.3 For the avoidance of doubt, in the event of an Excusable Delay or Non- Excusable Delay of a Block B,
Block C, Block E, Block F, Block G, Block H, or Block I Aircraft, Boeing and Customer acknowledge that the [*] to the contracted delivery month will be applied to such Block B, Block C, Block E, Block F, Block G, Block H, or
Block I Aircraft. 

  

					
	Special Matters Concerning [*] – Block B, Block C, Block E, Block F, Block G,	  	
	Block H, and Block I Aircraft	 		  	Page 1
		 	BOEING PROPRIETARY	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

 If Boeing and Customer mutually agree to reschedule a Block B, Block C, Block E, Block F, Block G, Block
H, or Block I Aircraft within the [*], the affected Block B, Block C, Block E, Block F, Block G, Block H, or Block I Aircraft will continue to receive the [*] described herein, [*] to the rescheduled delivery month. 

1.4 The [*] for the Airframe Price and Optional Features Price of each Block B, Block C, Block E, Block F, Block G, Block H, and Block I
Aircraft will be [*] during the [*] at a [*]. 
 2. Determining [*] for Block B, Block C, Block E, Block F, Block G, Block H, and Block I
Aircraft Delivering Within the [*]. 
 2.1 For Block B, Block C, Block E, Block F, Block G, Block H, and Block I
Aircraft delivering within the [*], Boeing will, at time of Block B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft delivery, calculate the [*] of the Airframe Price and Optional Features Price using (i) [*] in
accordance with the provisions of [*] to the Purchase Agreement ([*]) and (ii) the [*]. The final Block B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft Price will include the [*] Airframe Price and Optional Features
Price utilizing the [*] or the [*], except as set forth below. 
 2.2 Notwithstanding paragraph 2.1 above, if [*] calculated pursuant to the
[*], Customer will pay [*] on the Airframe Price and Optional Features Price [*] on the applicable Block B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft; or

 2.3 If [*] calculated pursuant to the [*], Customer will [*] on the Airframe Price and Optional Features Price [*] on the applicable Block
B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft. At least [*] of a Block B, Block C, Block E, Block F, Block G, Block H, or Block
I Aircraft, but not [*] of a Block B, Block C, Block E, Block F, Block G, Block H, or Block I Aircraft, Boeing will provide Customer notification in the event the [*]. 

2.4 For an example of the determination of escalation factor applicable to the Airframe and Optional Features, refer to Attachment C to this
Letter Agreement. 

  

					
	FED-PA-03712-LA-1208292R4	 		  	SA-16
	Special Matters Concerning [*] – Block B, Block C, Block E, Block F, Block G,	  	
	Block H, and Block I Aircraft	 		  	Page 2
		 	BOEING PROPRIETARY	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

 3. Effect on Advance Payments. 

The amount and timing of advance payments Customer is required to pay to Boeing pursuant to the Purchase Agreement shall be unaffected by any
terms set forth in this Letter Agreement. 
 4. Block B, Block C, Block E, Block F, Block G, Block H,
and Block I Aircraft Applicability. 
 Unless otherwise stated, the terms of this Letter
Agreement shall only apply to the Block B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft set forth in Tables 1-A1, 1-A2 and 1-B of the Purchase Agreement as of the execution date of this Letter Agreement. 
 5. Applicability to Other Financial
Consideration. 
 The escalation adjustment for any other sum identified in the Purchase Agreement as subject to escalation pursuant to
Supplemental Exhibit AE1, and which pertains to Block B, Block C, Block E, Block F, Block G, Block H, and Block I Aircraft set forth in Tables 1-A1, 1-A2 and 1-B as of the date of this Letter Agreement, shall be calculated using the escalation methodology established in this Letter Agreement notwithstanding any other provisions of the Purchase Agreement to the contrary.

 6. Confidential Treatment. 

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential.
Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to
know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and conditions
herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law. 

  

					
	FED-PA-03712-LA-1208292R4	 		  	SA-16
	Special Matters Concerning [*] – Block B, Block C, Block E, Block F, Block G,	  	
	Block H, and Block I Aircraft	 		  	Page 3
		 	BOEING PROPRIETARY	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ McKenzie Kuckhahn

	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 22, 2021
	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Kevin A. Burkhart

	Its	 	Vice President

 Attachments A, B and C 

  

					
	FED-PA-03712-LA-1208292R4	 		  	SA-16
	Special Matters Concerning [*] – Block B, Block C, Block E, Block F, Block G,	  	
	Block H, and Block I Aircraft	 		  	Page 4
		 	BOEING PROPRIETARY	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 

















					
	



	  		  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  

 


6-1162-SCR-146R3 

Federal Express Corporation 
 3610 Hacks Cross 

Memphis, TN 38125 
  

	Subject:	 Special Provision – Block B, Block G, and Block I Aircraft 



 

	Reference:	 Purchase Agreement 3712 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express
Corporation (Customer) relating to Model 767-3S2F aircraft (the Aircraft) 


 This letter agreement
(Letter Agreement) cancels and supersedes Letter Agreement 6-1162- SCR-146R2 and amends and supplements the Purchase Agreement. All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
 [*] 

Boeing and Customer agree that, as of Supplemental Agreement No. 16 to the Purchase Agreement, the Determination Date has passed for all Block B and
Block G Aircraft, the special provision under this Letter Agreement has expired with respect to the Block B and Block G Aircraft, and all Block B and Block G Aircraft are now firm Aircraft under the Purchase Agreement. 

[Defined Terms] 
 “Block B Aircraft” means
(i) the four (4) Option Aircraft exercised, as identified in Table 1-B as Block B Aircraft, under Supplemental Agreement Number 1 to the Purchase Agreement and shall have the meaning as defined
therein, and (ii) the one (1) Aircraft added to the Purchase Agreement and identified in Table 1-A1 as a Block B Aircraft pursuant to Supplemental Agreement No. 11 and shall have the meaning as
defined therein. 

  

					
	6-1162-SCR-146R3	  		  	SA-16
	Special Provision – Block B, Block G, and Block I Aircraft	  	Page 1
		  	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 















 “Block G Aircraft” means the four (4) Aircraft identified in Table 1-A2 as Block G Aircraft pursuant to Supplemental Agreement Number 6 to the Purchase Agreement and shall have the meaning as defined therein. 

“Block I Aircraft” means the two (2) Aircraft identified in Table 1-B as Block I Aircraft
pursuant to Supplemental Agreement Number 16 to the Purchase Agreement and shall have the meaning as defined therein. 
 [*] 

“RLA” or “Railway Labor Act” means 45 USC Section 151 et seq. 

“NLRA” or “National Labor Relations Act” means 29 USC Section 151 et seq. 

  

					
	6-1162-SCR-146R3	  		  	SA-16
	Special Provision – Block B, Block G, and Block I Aircraft	  	Page 1
		  	 BOEING PROPRIETARY
	  	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 
















 



 
  

  

			
	Very Truly Yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ McKenzie Kuckhahn

	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	June 22, 2021
	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Kevin A. Burkhart

	Its	 	Vice President

 Omitted Attachments 

Certain attachments to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted
pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these
attachments to the Securities and Exchange Commission or its staff upon request. 

  

					
	 6-1162-SCR-146R3
	 		  	SA-16
	 Special Provision – Block B, Block G, and Block I
Aircraft
	  	Page 7
		 	 BOEING PROPRIETARY