EX-10.2



 Exhibit 10.2 

Supplemental Agreement No. 20 
 to 
 Purchase Agreement No. 3157 

between 
 The
Boeing Company 
 And 
 Federal Express Corporation 
 Relating to Boeing Model 777-FREIGHTER Aircraft

 THIS SUPPLEMENTAL AGREEMENT, entered into as of the 14th day of December 2011, by and between THE BOEING
COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer); 
 W I T N E S S
E T H: 
 WHEREAS, the parties entered into that certain Purchase Agreement No. 3157,
dated November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft); and 
 WHEREAS, Customer desires to exercise two (2) Option Aircraft under Letter Agreement 6-1162-RRO-1062 to the Purchase Agreement and reschedule the delivery of such Aircraft as identified in the table
below: 
  

							
	  	 	 Existing Delivery Dates of

Option Aircraft
	  	 Revised Delivery
 Dates of Exercised
 Option
Aircraft
	  	 
		 	 [*]
	  	[*]	  	
		 	 [*]
	  	[*]	  	

 WHEREAS, Customer desires to reschedule the delivery dates of two (2) Option
Aircraft under Letter Agreement 6-1162-RRO-1062 to the Purchase Agreement as shown in the table below: 
  

							
	  	 	 Existing Delivery Dates

of Option Aircraft
	 	 Revised Delivery Dates

of Option Aircraft
	 	 
		 	 [*]
	 	[*]	 	
		 	 [*]
	 	[*]	 	

  

	*	 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. 



  

					
	 P.A. No. 3157
	  	1	  	SA 20

 BOEING PROPRIETARY

  








 WHEREAS, Customer desires to re-schedule the delivery of certain Block C and
D firm Aircraft and certain Block B conditional firm Aircraft as identified in the table below: 
  

											
	  	 	 Manufacturer’s

Serial Number
	  	 Aircraft

Block
	  	 Current Delivery
 Dates
 of

Aircraft
	  	 Revised

Delivery Dates
 of
 Aircraft
	  	 
		 	 41736
	  	D	  	[*]	  	[*]	  	
		 	 41737
	  	D	  	[*]	  	[*]	  	
		 	 41750
	  	C	  	[*]	  	[*]	  	
		 	 40671
	  	B	  	[*]	  	[*]	  	
		 	 40672
	  	B	  	[*]	  	[*]	  	
		 	 40673
	  	B	  	[*]	  	[*]	  	
		 	 40676
	  	B	  	[*]	  	[*]	  	
		 	 40679
	  	B	  	[*]	  	[*]	  	
		 	 40682
	  	B	  	[*]	  	[*]	  	

 WHEREAS, Customer desires to accelerate the delivery dates of two (2) Block B
conditional firm Aircraft as identified in the table below, and Customer agrees, with respect to these two Aircraft, to remove the special condition (reference Letter Agreement 6-1162-RRO-1068), resulting in these two Aircraft becoming firm Aircraft
upon execution of this Supplemental Agreement No. 20: 
  

											
	  	 	 Manufacturer’s

Serial Number
	  	 Aircraft

Block
	  	 Current Delivery
 Dates
 of

Aircraft
	  	 Revised

Delivery Dates
 of
 Aircraft
	  	 
		 	 40674
	  	B	  	[*]	  	[*]	  	
		 	 40675
	  	B	  	[*]	  	[*]	  	

 WHEREAS, the parties agree to amend the Purchase Agreement concerning the Option Aircraft
base year price changes as reflected in paragraph 5 herein. 
  

	*	 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. 



  

					
	 P.A. No. 3157
	  	2	  	SA 20

 BOEING PROPRIETARY









 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 Supplemental Agreement No. 20. 


  

	2.	 Add a new Table 1-A to incorporate the two Block B conditional firm Aircraft, MSNs 40674 and 40675, as firm Aircraft, with delivery dates of [*]and
[*], respectively. 


  

	3.	 Remove and replace, in its entirety, the “Table 1-B” with the revised Table 1-B attached hereto to reflect (i) the removal of MSNs
40674 and 40675 and (ii) the revised delivery dates and advance payments of the rescheduled Aircraft. 


  

	4.	 Customer and Boeing hereby acknowledge and confirm that the two (2) Option Aircraft under Letter Agreement 6-1162-RRO-1062 with delivery months
[*] and [*] (rescheduled under this Supplemental Agreement No. 20 to [*] and [*], respectively) are hereby exercised by this Supplemental Agreement No. 20 and will be collectively classified as Block C Aircraft (Block C). [*]. Remove and
replace, in its entirety, the “Table 1-C2” with the revised Table 1-C2 attached hereto to reflect the delivery dates and advance payments as a result of (i) the exercise of two (2) Option Aircraft, (ii) the rescheduling of
those two (2) exercised Option Aircraft as Block C Aircraft and (iii) the rescheduling of the Block C Aircraft bearing MSN 41750 from [*] to [*]. 



 

	5.	 Remove and replace, in its entirety, Letter Agreement FED-PA-LA-1000790R2 entitled “Special Matters for Block C Aircraft” with
FED-PA-LA-1000790R3 entitled “Special Matters for Block C Aircraft” to provide [*]. 


  

	6.	 Remove and replace, in its entirety, the “Table 1-D” with the revised Table 1-D attached hereto to reflect the delivery dates and advance
payments of the two (2) Block D Aircraft rescheduled by this Supplemental Agreement No. 20. 


  

	7.	 Remove and replace, in its entirety, the Attachment to Letter 6-1162-RRO-1062 with the revised Attachment to Letter 6-1162-RRO-1062 attached hereto
to reflect the delivery dates, pricing and advance payments as a result of (i) the exercise of the two (2) Option Aircraft under paragraph 4. above and (ii) the rescheduling the two (2) Option Aircraft with delivery months of [*]
and [*] to [*] and [*], respectively. 


  

	*	 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. 



  

					
	 P.A. No. 3157
	  	3	  	SA 20

 BOEING PROPRIETARY










	8.	 Add letter agreement 6-1162-SCR-137, 777F Miscellaneous Matters to the Purchase Agreement to reflect certain business considerations related to this
Supplemental Agreement No. 20. 


  

	9.	 Customer and Boeing acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R6 entitled “[*]” is hereby cancelled and replaced in its
entirety with Letter Agreement 6-1162-RRO-1144R7 entitled “[*]”. 


  

	10.	 As a result of the changes incorporated in this Supplemental Agreement No. 20, excess advance payments in the amount of [*] are currently held
by Boeing. Customer and Boeing agree that [*]. 


  

	11.	 This Supplemental Agreement No. 20 shall not be effective unless (i) executed and delivered by Customer and Boeing on or prior to
December 15, 2011 and (ii) Customer and Boeing execute and deliver Purchase Agreement No. 3712 for the purchase of 767-300F aircraft on or before December 15, 2011. 



EXECUTED as of the day and year first above written. 
  

									
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	 By:
	 	 /s/ STUART C. ROSS
	 		 	 By:
	  	/s/ PHILLIP C. BLUM
					
	 Its:
	 	 Attorney-In-Fact
	 		 	 Its:
	  	Vice President

  

	*	 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. 



  

					
	 P.A. No. 3157
	  	4	  	SA 20

 BOEING PROPRIETARY









 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	SA
NUMBER	 
			
	 ARTICLES
	  		  			
				
		 	1.	  	Quantity, Model and Description	  			
		 	2.	  	Delivery Schedule	  			
		 	3.	  	Price	  			
		 	4.	  	Payment	  			
		 	5.	  	Miscellaneous	  			
			
	 TABLE
	  		  			
				
		 	1.	  	Aircraft Information Table	  	 	15	  
		 	1A	  	Block B Firm Aircraft Information Table	  	 	20	  
		 	1B	  	Block B Conditional Firm Aircraft Information Table	  	 	20	  
		 	1C	  	Block C Aircraft Information Table	  	 	13	  
		 	1C1	  	Block C Aircraft Information Table (MSN 39285)	  	 	11	  
		 	1C2	  	Block C Aircraft Information Table	  	 	20	  
		 	1D	  	Block D Aircraft Information Table	  	 	20	  
			
	 EXHIBIT
	  		  			
				
		 	A.	  	Aircraft Configuration	  	 	4	  
		 	A1.	  	Aircraft Configuration (Block B Aircraft)	  	 	4	  
		 	A2.	  	Aircraft Configuration (Block C Aircraft except MSN 39285)	  	 	11	  
		 	A3.	  	Aircraft Configuration (Block C Aircraft w/ MSN 39285)	  	 	11	  
		 	A4.	  	Aircraft Configuration (Block D Aircraft)	  	 	12	  
		 	B.	  	Aircraft Delivery Requirements and Responsibilities	  			
		
	 SUPPLEMENTAL EXHIBITS
	  			
				
		 	AE1.	  	Escalation Adjustment/Airframe and Optional Features	  			
		 	CS1.	  	Customer Support Variables	  			
		 	EE1.	  	Engine Escalation/Engine Warranty and	  			
		 		  	Patent Indemnity	  			
		 	SLP1.	  	Service Life Policy Components	  			


  

					
	 P.A. No. 3157
	  	5	  	SA 20

 BOEING PROPRIETARY










					
	 	 	 	  	SA NUMBER
			
	LETTER AGREEMENT	 		  	
			
	 3157-01
	 	777 Spare Parts Initial Provisioning	  	
			
	 3157-02
	 	Demonstration Flight Waiver	  	
			
	 6-1162-RCN-1785
	 	[*]	  	
			
	 6-1162-RCN-1789
	 	Option Aircraft Attachment to Letter 6-1162-RCN-1789	  	Exercised in SA # 4
			
	 6-1162-RCN-1790
	 	Special Matters	  	
			
	 6-1162-RCN-1791
	 	Performance Guarantees	  	4
			
	 6-1162-RCN-1792
	 	Liquidated Damages Non-Excusable Delay	  	
			
	 6-1162-RCN-1793
	 	Open Configuration Matters	  	
			
	 6-1162-RCN-1795
	 	AGTA Amended Articles	  	
			
	 6-1162-RCN-1796
	 	777 First-Look Inspection Program	  	
			
	 6-1162-RCN-1797
	 	Licensing and Customer Supplemental Type	  	
			
		 	Certificates	  	
			
	 6-1162-RCN-1798
	 	777 Boeing Converted Freighter	  	Deleted in SA # 4
			
	 6-1162-RCN-1798 R1
	 	777 Boeing Converted Freighter	  	4
			
	 6-1162-RCN-1799
	 	[*]	  	
			
	 6-1162-RRO-1062
	 	Option Aircraft	  	4
			
		 	Attachment to Letter 6-1162-RRO-1062	  	20
			
	 6-1162-RRO-1065
	 	Performance Guarantees for Block B Aircraft	  	4
			
	 6-1162-RRO-1066R1
	 	Special Matters for Block B Aircraft	  	4
			
	 6-1162-RRO-1067
	 	Special Matters for Option Aircraft detailed in	  	4
			
		 	Letter Agreement 6-1162-RRO-1062	  	
			
	 6-1162-RRO-1068
	 	Special Provision – Block B Aircraft	  	4
			
	 FED-PA-LA-1000790R3
	 	Special Matters for Block C Aircraft 	  	20
			
	 FED-PA-LA-1001683R2
	 	Special Matters for Block D Aircraft	  	19
			
	 6-1162-RRO-1144R7
	 	[*]	  	20
			
	 6-1162-SCR-137
	 	777F Miscellaneous Matters	  	20

  

	*	 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. 



  

					
	 P.A. No. 3157
	  	6	  	SA 20

 BOEING PROPRIETARY










				September 30,	
	 	    	DATED AS OF:	 
		
	 SUPPLEMENTAL AGREEMENTS
	    			
		
	 Supplemental Agreement No. 1
	    	 	May 12, 2008	  
		
	 Supplemental Agreement No. 2
	    	 	July 14, 2008	  
		
	 Supplemental Agreement No. 3
	    	 	December 15, 2008	  
		
	 Supplemental Agreement No. 4
	    	 	January 9, 2009	  
		
	 Supplemental Agreement No. 5
	    	 	January 11, 2010	  
		
	 Supplemental Agreement No. 6
	    	 	March 17, 2010	  
		
	 Supplemental Agreement No. 7
	    	 	March 17, 2010	  
		
	 Supplemental Agreement No. 8
	    	 	April 30, 2010	  
		
	 Supplemental Agreement No. 9
	    	 	June 18, 2010	  
		
	 Supplemental Agreement No. 10
	    	 	June 18, 2010	  
		
	 Supplemental Agreement No. 11
	    	 	August 19, 2010	  
		
	 Supplemental Agreement No. 12
	    	 	September 3, 2010	  
		
	 Supplemental Agreement No. 13
	    	 	August 27, 2010	  
		
	 Supplemental Agreement No. 14
	    	 	October 25, 2010	  
		
	 Supplemental Agreement No. 15
	    	 	October 29, 2010	  
		
	 Supplemental Agreement No. 16
	    	 	January 31, 2011	  
		
	 Supplemental Agreement No. 17
	    	 	February 14, 211	  
		
	 Supplemental Agreement No. 18
	    	 	March 31, 2011	  
		
	 Supplemental Agreement No. 19
	    	 	October 27, 2011	  
		
	 Supplemental Agreement No. 20
	    	 	December __, 2011	  


  

					
	 P.A. No. 3157
	  	7	  	SA 20

 BOEING PROPRIETARY









 Table 1-A to 
 Purchase Agreement No. 3157 
 Aircraft Delivery, Description, Price and
Advance Payments 
  

													
	 Airframe Model/MTOW:
	 	777-Freighter	 	766000 pounds	 	 Detail Specification:
D019W007FED7F-1, Rev E dated August 29, 2011
	 	
	 Engine Model/Thrust:
	 	GE90-110B1L	 	110000 pounds	 	 Airframe Price Base Year/Escalation Formula:
	 	Jul-06        	 	ECI-MFG/CPI	 	
	 Airframe Price:
	 		 	[ * ]	 	 Engine Price Base Year/Escalation Formula:
	 	N/A	 	N/A	 	
	 Optional Features:
	 		 	[ * ]	 		 		 		 	
		 		 	  
	 		 		 		 	
	 Sub-Total of Airframe and Features:
	 		 	[ * ]	 	 Airframe Escalation Data:
	 		 		 	
	 Engine Price (Per Aircraft):
	 		 	[ * ]	 	 Base Year Index (ECI):
	 	 180.3
	 		 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	 		 	[ * ]	 	 Base Year Index (CPI):
	 	 195.4
	 		 	
		 		 	  
	 		 		 		 	
	 Buyer Furnished Equipment (BFE) Estimate:
	 		 	[ * ]	 		 		 		 	
	 Seller Purchased Equipment (SPE) Estimate:
	 		 	[ * ]	 		 		 		 	
	 Non-Refundable Deposit/Aircraft at Def Agreemt:
	 		 	[ * ]	 		 		 		 	

  

			September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,
	 	 	 	 	Escalation	 	 	 	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	 Delivery
 Date
	 	Number of
Aircraft	 	Factor
(Airframe)	 	MSN	 	Adv Payment Base
Price Per A/P	 	At Signing
1%	 	24 Mos.
4%	 	21/18/15/12/9/6 Mos.
5%	 	Total
35%
	 [ * ]
	 	1	 	[ * ]	 	40674	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	40675	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
									
	 Total:
	 	2	 		 		 		 		 		 		 	

  

	NOTE: 	 The aircraft included on this Table were formerly Conditional Firm Aircraft - reference letter agreement 6-1162-RRO-1068.



  

	*	 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. 



  

					
		  	BOEING PROPRIETARY	  	Supplemental Agreement No. 20









 Table 1-B to 
 Purchase Agreement No. 3157 
 Aircraft Delivery, Description, Price and
Advance Payments 
 Block B Conditional Firm 

 

													
	 Airframe Model/MTOW:
	 	777-Freighter	 	766000 pounds	 	 Detail Specification:
D019W007FED7F-1, Rev E dated August 29, 2011
	 	
	 Engine Model/Thrust:
	 	GE90-110B1L	 	110000 pounds	 	 Airframe Price Base Year/Escalation Formula:
	 	Jul-06        	 	ECI-MFG/CPI	 	
	 Airframe Price:
	 		 	[ * ]	 	 Engine Price Base Year/Escalation Formula:
	 	N/A	 	N/A	 	
	 Optional Features:
	 		 	[ * ]	 		 		 		 	
	 Sub-Total of Airframe and Features:
	 		 	[ * ]	 	 Airframe Escalation Data:
	 		 		 	
	 Engine Price (Per Aircraft):
	 		 	[ * ]	 	 Base Year Index (ECI):
	 	180.3	 		 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	 		 	[ * ]	 	 Base Year Index (CPI):
	 	195.4	 		 	
	 Buyer Furnished Equipment (BFE) Estimate:
	 		 	[ * ]	 		 		 		 	
	 Seller Purchased Equipment (SPE) Estimate:
	 		 	[ * ]	 		 		 		 	
	 Non-Refundable Deposit/Aircraft at Def Agreemt:
	 		 	[ * ]	 		 		 		 	

  

			September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,
	 	    	 	    	Escalation	 	 	    	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	Delivery	    	Number of	    	Factor	 	 	    	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/15/12/9/6 Mos.	 	Total
	 Date
	    	Aircraft	    	(Airframe)	 	MSN	    	Price Per A/P	 	1%	 	4%	 	5%	 	35%
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 		    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 	40671	    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 	40672	    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 	40673	    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 	40676	    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 	40679	    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	    	1	    	[ * ]	 	40682	    	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
									
	 Total:
	    	13	    		 		    		 		 		 		 	

  

	*	 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. 



  

					
	 FED
	  	BOEING PROPRIETARY	  	Supplemental Agreement No. 20
		  		  	Page 1









 Table 1-C2 to 
 Purchase Agreement No. PA-3157 
 Aircraft Delivery, Description, Price and
Advance Payments 
  

				September 30,				September 30,			September 30,			September 30,			September 30,
	 Airframe Model/MTOW:
	    	 	777-Freighter	  	    	 	766000 pounds	  	 	 Detail Specification:
D019W007FED7F-1 Rev E dated August 29, 2011

	 Engine Model/Thrust:
	    	 	GE90-110B1L	  	    	 	110100 pounds	  	 	 Airframe Price Base Year/Escalation Formula:
	    	 	Jul-08        	  	 	ECI-MFG/CPI
	 Airframe Price:
	    				    	 	[ * ]	  	 	 Engine Price Base Year/Escalation Formula:
	    	 	N/A	  	 	N/A
	 Optional Features:
	    				    	 	[ * ]	  	 		    				 	
		    				    	  
	  
	 	 		    				 	
	 Sub-Total of Airframe and Features:
	   
	    	 	[ * ]	  	 	 Airframe Escalation Data:
	    				 	
	 Engine Price (Per Aircraft):
	    				    	 	[ * ]	  	 	 Base Year Index (ECI):
	    	 	103.1	  	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	   
	    	 	[ * ]	  	 	 Base Year Index (CPI):
	    	 	208.2	  	 	
		    				    	  
	  
	 	 		    				 	
	 Buyer Furnished Equipment (BFE) Estimate:
	   
	    	 	[ * ]	  	 		    				 	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	    	 	[ * ]	  	 		    				 	
	 Deposit per Aircraft 
	   
	    	 	[ * ]	  	 		    				 	

  

			September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,
	 	 	 	 	Escalation	 	 	 	 	 	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	 Delivery Date
	 	Number of
Aircraft	 	Factor
(Airframe)*	 	MSN	 	  
	 	Adv Payment Base
Price Per A/P	 	At Signing
1%	 	24 Mos. 
4%	 	21/18/15/12/9/6 Mos.
5%	 	Total 
35%
	 [ * ]
	 	1	 	[ * ]	 	N/A	 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	41750	 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	N/A	 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	N/A	 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
										
	 Total:
	 	4	 		 		 		 		 		 		 		 	

  

	*	 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. 



  

					
	 FED
	  	BOEING PROPRIETARY	  	Supplemental Agreement No. 20
		  		  	Page 1

  








 Table 1-D to 
 Purchase Agreement No. PA-3157 
 Aircraft Delivery, Description, Price and
Advance Payments 
  

				September 30,				September 30,			September 30,			September 30,			September 30,
	 Airframe Model/MTOW:
	    	 	777-Freighter	  	    	 	766000 pounds	  	 	 Detail Specification:
D019W007FED7F-1 Rev E dated August 29, 2011

	 Engine Model/Thrust:
	    	 	GE90-110B1L	  	    	 	110100 pounds	  	 	 Airframe Price Base Year/Escalation Formula:
	    	 	 Jul-10        
	  	 	 ECI-MFG/CPI

	 Airframe Price:
	    				    	 	[ * ]	  	 	 Engine Price Base Year/Escalation Formula:
	    	 	 N/A
	  	 	 N/A

	 Optional Features:
	    				    	 	[ * ]	  	 		    				 	
		    				    	  
	  
	 	 		    				 	
	 Sub-Total of Airframe and Features:
	   
	    	 	[ * ]	  	 	 Airframe Escalation Data:
	    				 	
	 Engine Price (Per Aircraft):
	    				    	 	[ * ]	  	 	 Base Year Index (ECI): 
	    	 	106.8	  	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	   
	    	 	[ * ]	  	 	 Base Year Index (CPI): 
	    	 	215.6	  	 	
		    				    	  
	  
	 	 		    				 	
	 Buyer Furnished Equipment (BFE) Estimate:
	   
	    	 	[ * ]	  	 		    				 	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	    	 	[ * ]	  	 		    				 	
	 Deposit per Aircraft:
	    				    	 	[ * ]	  	 		    				 	

  

			September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,
	 	 	 	 	Escalation	 	 	 	 	 	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	Delivery	 	Number of	 	Factor	 	 	 	 	 	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/15/12/9/6 Mos.	 	Total
	 Date
	 	Aircraft	 	(Airframe)	 	MSN	 	Deposit	 	Price Per A/P	 	1%	 	4%	 	5%	 	35%
	 Block D Aircraft
	 		 		 		 		 		 		 		 		 	
	 [ * ]
	 	1	 	[ * ]	 	41439	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	41440	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	41736	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 	41737	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
		 	4	 		 		 		 		 		 		 		 	

 [ * ] 
  

	2 	 In SA #19, one (1) [ * ] Aircraft was moved to [ * ]. 



 

	*	 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. 



  

					
	 FED
	  	BOEING PROPRIETARY	  	Supplemental Agreement No. 20
	 54641, 55684, 56375 and 58384
	  		  	Page 1

  








 Attachment to 
 Letter 6-1162-RRO-1062 
 Option Aircraft Delivery, Description, Price, and
Advance Payments 
  

				September 30,				September 30,			September 30,			September 30,			September 30,
	 Airframe Model/MTOW:
	    	 	777-Freighter	  	    	 	766000 pounds	  	 	 Detail Specification: D019W007FED7F-1 Rev NEW

	 Engine Model/Thrust:
	    	 	GE90-110B1L	  	    	 	110100 pounds	  	 	 Airframe Price Base Year/Escalation Formula:
	    	 	Jul-08        	  	 	ECI-MFG/CPI
	 Airframe Price:
	    				    	 	[ * ]	  	 	 Engine Price Base Year/Escalation Formula:
	    	 	N/A	  	 	N/A
	 Optional Features:
	    				    	 	[ * ]	  	 		    				 	
		    				    	  
	  
	 	 		    				 	
	 Sub-Total of Airframe and Features:
	   
	    	 	[ * ]	  	 	 Airframe Escalation Data:
	    				 	
	 Engine Price (Per Aircraft):
	    				    	 	[ * ]	  	 	 Base Year Index (ECI):
	    	 	103.1	  	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	   
	    	 	[ * ]	  	 	 Base Year Index (CPI):
	    	 	208.2	  	 	
		    				    	  
	  
	 	 		    				 	
	 Buyer Furnished Equipment (BFE) Estimate:
	   
	    	 	[ * ]	  	 		    				 	
	 Seller Purchased Equipment (SPE) Estimate:
	   
	    	 	[ * ]	  	 		    				 	
	 Deposit/Aircraft at Def Agreemt:
	   
	    	 	[ * ]	  	 	 Forecast:
	    	 	2Q08	  	 	

  

			September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,		September 30,
	 	 	 	 	Escalation	 	 	 	 	 	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	 Delivery Date
	 	Number of
Aircraft	 	Factor
(Airframe)*	 	  
	 	  
	 	Adv Payment Base
Price Per A/P	 	Balance At Option
Exercise 
1%	 	24 Mos.
4%	 	21/18/15/12/9/6 Mos.
5%	 	Total
35%
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	1	 	[ * ]	 		 		 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 Total:
	 	11	 		 		 		 		 		 		 		 	

 [ * ] 
  

	*	 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. 



  

					
	 FED
	  	BOEING PROPRIETARY	  	Supplemental Agreement No. 20
	 50271-10.TXT
	  		  	Page 1

  










			
	 




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



 

 December 14, 2011 
 6-1162-RRO-1144R7 
 Federal Express Corporation 

2955 Republican Drive 
 Memphis, TN 38118

  

			
		
	 Attention:
	  	 Mr. Kevin Burkhart

Managing Director – Aircraft Acquisitions & Sales

		
	 Subject:
	  	[*]
		
	 Reference:
	  	Supplemental Agreement No. 8, Nos. 13 through No. 16, and No. 18 through No. 20 to Purchase Agreement 3157, dated November 7, 2006, between The
Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the Aircraft)

 Dear Mr. Burkhart: 
 In consideration of the strong business relationship between Boeing and Customer and Customer executing Supplemental Agreements No. 8, Nos. 13 through No. 16, and No. 18 through
No. 20, Boeing has agreed to [*]. 
  

	*	 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. 



  

					
	 P.A. 3157, 6-1162-RRO-1144R7
	  		  	SA-20
	 [*]
	  		  	Page 1

 BOEING PROPRIETARY










 



 
  

 Further Customer agrees and acknowledges that Attachment A can not be revised/modified
in any way unless specifically agreed to in writing by Boeing. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By: 	 	/s/ STUART C. ROSS
		
	Its:	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	December 14 , 2011
	
	FEDERAL EXPRESS CORPORATION
		
	By:	 	/ss PHILLIP C. BLUM
		
	Its:	 	Vice President


  

					
	 P.A. 3157, 6-1162-RRO-1144R7
	  		  	SA-20
	 [*]
	  		  	Page 2

 BOEING PROPRIETARY










 



 
  

 Attachment A to 6-1162-RRO-1144R7 

[ * ] 
  

	*	 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. 



  

					
	 P.A. 3157, 6-1162-RRO-1144R7
	  		  	SA-20
	 [*]
	  		  	Page 1

 BOEING PROPRIETARY











			
	 




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


  

 FED-PA—LA-1000790R3 
 Federal Express Corporation 
 3610 Hacks Cross 

Memphis TN 38125 

Subject: Special Matters for Block C Aircraft 
 Reference: Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the
Aircraft) 
 This letter agreement (Letter Agreement) 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. 
 [*] 

 

	 	9.	 ADVANCE PAYMENT SETOFF RIGHTS 


 Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days of receiving written notice from Boeing,
then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to any Aircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and
applies any advance payments to cure any such default by Customer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice, the amount of
advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance payments owed at that time by Customer. 

 

	 	10.	 ASSIGNMENT 


 [*] and cannot be assigned, in whole or in part, without the prior written consent of The Boeing Company. 
  

	*	 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. 



  

					
	 P.A. 3157, FED-PA-LA-1000790R3
	  		  	SA-20
	 Special Matters for Block C Aircraft
	  		  	Page 1

 BOEING PROPRIETARY










 



 
  


	 	11.	 PUBLIC ANNOUNCEMENT 


 Notwithstanding the terms in the Purchase Agreement, neither Party shall, except as required by law, in any manner advertise or make any public statement regarding Customer’s purchase of the
Block C Aircraft without the prior written consent of the other Party. Neither Party shall disclose any details of this Agreement to any third party, except as may be authorized in writing by an authorized officer of the other Party or as set forth
in the Confidential Treatment paragraph below. 
 Confidential Treatment. Customer understands that certain commercial
and financial information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will
not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. Notwithstanding the above, Boeing acknowledges that Customer may disclose this Letter Agreement / and
attachment(s) hereto to FedEx Corporation, its Board of Directors, and to Customer’s and FedEx Corporation’s professional advisors who are under a duty of confidentiality with respect thereto. 

If the foregoing correctly sets forth your understanding of our agreement with respect to matters described above, please indicate your
acceptance and approval below. 
  

	 	12.	 EFFECTIVENESS 


 This letter agreement shall not become effective unless and until Supplemental Agreement No. 20 becomes effective. 

  

					
	 P.A. 3157, FED-PA-LA-1000790R3
	  		  	SA-20
	 Special Matters for Block C Aircraft
	  		  	Page 2

 BOEING PROPRIETARY










 



 
  


					
	 Very truly yours,
	 	
		
	 THE BOEING COMPANY
	 	
			
	 By:
	 	 /s/ STUART C. ROSS
	 	
			
	 Its:
	 	 Attorney-In-Fact
	 	
		
	 ACCEPTED AND AGREED TO this
	 	
		
	 Date: December 14 , 2011
	 	
		
	 FEDERAL EXPRESS CORPORATION
	 	
			
	 By:
	 	 /s/ PHILLIP C. BLUM
	 	
			
	 Its:
	 	 Vice President
	 	


  

					
	 P.A. 3157, FED-PA-LA-1000790R3
	  		  	SA-20
	 Special Matters for Block C Aircraft
	  		  	Page 3

 BOEING PROPRIETARY











			
	 




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


  

 6-1162-SCR-137 
 Federal Express Corporation 
 3610 Hacks Cross Road 

Memphis, TN 38125 
  

			
	 Subject:
	 	 777F Miscellaneous Matters

		
	 Reference:
	 	 Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer)
relating to Model 777-F 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. 
  

											
	 1.
	  	 [*]
	  		  		  		  	
		  		  		  		  		  	
	 2.
	  	 [*]
	  		  		  		  	
		  		  		  		  		  	
	 3.
	  	 [*]
	  		  		  		  	

 4. Entire Agreement. This Agreement and the Purchase Agreement contain the entire agreement
between the parties and supersede all previous proposals, understandings, commitments or representations, oral or written, with respect to the subject matter hereof. 
 5. Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Agreement as confidential. Customer and Boeing agree that it
will treat this Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this 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 forgoing, Customer may disclose this Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of
Directors of its parent company, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. 
  

	*	 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. 



  

					
	 6-1162-SCR-137
	  		  	December 12, 2011
	 777F Miscellaneous Matters
	  		  	Page 1

 BOEING PROPRIETARY










 



 
  


					
	AGREED AND ACCEPTED this	 		  	
			
	 December 14, 2011
	 		  	
	 Date
	 		  	
			
	 THE BOEING COMPANY
	 		  	FEDERAL EXPRESS CORPORATION
			
	 /s/ STUART C. ROSS
	 		  	/s/ PHILLIP C. BLUM
	 Signature
	 		  	Signature
			
	 Stuart C. Ross
	 		  	Phillip C. Blum
	 Printed name
	 		  	Printed name
			
	 Attorney-in-Fact
	 		  	Vice President
	 Title
	 		  	Title


  

					
	 6-1162-SCR-137
	  		  	December 12, 2011
	 777F Miscellaneous Matters
	  		  	Page 2

 BOEING PROPRIETARY