EX-10.12



 Exhibit 10.12 

FedEx Contract # 12-0527-016 

Supplemental Agreement No. 8 

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

THIS SUPPLEMENTAL AGREEMENT, entered into as of June 10, 2016 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 (the Aircraft); and 
 B. WHEREAS, Customer desires to reschedule the delivery month of eight
(8) Aircraft as set forth in the table below: 
  

							
	 Current

Delivery Month

& Year
	  	 Revised

Delivery Month

& Year
	  	 Block
	  	 Table

Reference

	[*]	  	[*]	  	Block C	  	Table 1-A1
	[*]	  	[*]	  	Original Firm	  	Table 1-A
	[*]	  	[*]	  	Original Firm	  	Table 1-A
	[*]	  	[*]	  	Block C	  	Table 1-B
	[*]	  	[*]	  	Block C	  	Table 1-B
	[*]	  	[*]	  	Original Firm	  	Table 1-A
	[*]	  	[*]	  	Original Firm	  	Table 1-A
	[*]	  	[*]	  	Block C	  	Table 1-A1

  

	*	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 
 S8-1 









 Supplemental Agreement No. 8 to 

Purchase Agreement No. 3712 
  

 C. WHEREAS, Customer desires to exercise six (6) Option Aircraft, which shall be designated
as Block C Aircraft, with delivery months as set forth in the table below (SA-8 Early Exercise Aircraft): 
  

			
	 Delivery Month &

Year for Exercised

Option Aircraft
	  	 Block

	[*]	  	Block C
	[*]	  	Block C
	[*]	  	Block C
	[*]	  	Block C
	[*]	  	Block C
	[*]	  	Block C

 D. WHEREAS, Customer desires to add six (6) Option Aircraft to the Purchase Agreement, hereinafter referred to
as Option Aircraft, with delivery months as set forth in the table below: 
  

			
	 Delivery Month &

Year for Option

Aircraft
	  	 Block

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

 E. WHEREAS, Customer desires to cancel six (6) Purchase Rights from the Purchase Agreement. 

F. WHEREAS, Boeing and Customer desire to acknowledge that one (1) Block B conditional firm Aircraft having a scheduled month of delivery of
[*] has become firm in accordance with the terms of Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft, due to the expiration of the special provision therein as it relates to such Block B 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.




  
 BOEING PROPRIETARY

 S8-2 









 Supplemental Agreement No. 8 to 

Purchase Agreement No. 3712 
  

 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. 8. 
 2. Boeing and Customer acknowledge and
agree that upon execution of this Supplemental Agreement No. 8 and upon fulfillment of the conditions described in Article 14 below, (i) the eight (8) Aircraft described in Recital Paragraph B above are hereby rescheduled as described herein, (ii)
the six (6) Option Aircraft exercised as firm Aircraft described in Recital Paragraph C above are hereby added to the Purchase Agreement and are considered by the parties as “Block C Aircraft” and will be deemed “Aircraft” for
all purposes under the Purchase Agreement except as described herein, (iii) the six (6) Option Aircraft described in Recital Paragraph D above are hereby added to the Purchase Agreement as “Option Aircraft” as described herein and shall be
deemed such for all purposes under the Purchase Agreement except as otherwise described herein, and (vi) six (6) Purchase Rights are hereby cancelled from the Purchase Agreement decreasing the total quantity of Purchase Rights to forty-four (44).

 3. Revise and replace in its entirety, Table 1-A with a revised Table 1-A, attached hereto, to reschedule the delivery month of four (4)
Aircraft as identified in Recital Paragraph B above with a Table 1-A table reference.
 4. Revise and replace in its entirety, Table 1-A1
with a revised Table 1-A1, attached hereto, to reschedule the delivery month of two (2) Aircraft as identified in Recital Paragraph B above with a Table 1-A1 table reference. 

5. Revise and replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to (i) reschedule the delivery month of two (2)
Aircraft as identified in Recital 

  
 BOEING PROPRIETARY

 S8-3 









 Supplemental Agreement No. 8 to 

Purchase Agreement No. 3712 
  

 
paragraph B above with a Table 1-B table reference, (ii) add the six (6) Aircraft described in Recital Paragraph C above to the Table, and (iii) acknowledge the expiration of the special
provision pursuant Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft as it pertains to one (1) Aircraft described in Recital Paragraph F above. 

6. Revise and replace in its entirety Attachment 1 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to
reflect the addition of the Option Aircraft described in Recital Paragraph D above. 
 7. Revise and replace in its entirety Attachment 3 to
Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect the exercise of the Option Aircraft described in Recital Paragraph C above. 

8. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to
reflect (i) the exercise of the Aircraft described in Recital Paragraph C above and (ii) the addition of the Option Aircraft described in Recital Paragraph D above. 

9. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106158R2, Right to Purchase Additional Aircraft, with Letter
Agreement FED-PA-03712-LA-1106158R3, Right to Purchase Additional Aircraft, attached hereto, to reflect the cancellation of six (6) Purchase Rights as described in Recital Paragraph C above, resulting in a revised quantity of forty-four
(44) Purchase Rights. 
 10. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106614R1, Special Matters for Purchase
Right Aircraft, with Letter Agreement FED-PA-03712-LA-1106614R2, Special Matters for Purchase Right Aircraft, attached hereto, to reflect the letter agreement revision described in Paragraph 9 above.

11. Add a new Letter Agreement 6-1162-LKJ-0728, Special Matters – SA-8 Early Exercise Aircraft, attached hereto, to describe the
commercial considerations provided to Customer in consideration of the early exercise of the Block C Aircraft described in Recital Paragraph C above.

  
 BOEING PROPRIETARY

 S8-4 









 Supplemental Agreement No. 8 to 

Purchase Agreement No. 3712 
  

 12. For the sake of clarity, the parties confirm and agree that the six (6) Block C Aircraft
added herein shall be subject to Letter Agreement FED-PA-03712-LA-1106159R1, Special Matters Concerning [*] and Letter Agreement FED-PA-03712-LA-1106584R4, Aircraft Performance Guarantees. 

13. As a result of the changes incorporated in this Supplemental Agreement No. 8, Customer will [*] applicable to each of the six (6) Block C
Aircraft described in Recital Paragraph C and added to the Purchase Agreement pursuant to this Supplemental Agreement No. 8 and (ii) an Option Deposit [*] for each of the six (6) Option Aircraft described in Recital Paragraph D and added to the
Purchase Agreement pursuant to this Supplemental Agreement No. 8 and (iii) [*] applicable to each of the eight (8) Aircraft described in Recital Paragraph B above as a result of the reschedule of such Aircraft. The foregoing results in an [*].
For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on an interchangeable basis. [*] of executing this Supplemental Agreement No. 8. 

14. This Supplemental Agreement No. 8 to the Purchase Agreement shall not be effective until (i) executed and delivered by the parties on or
prior to June 15, 2016, and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 25 to Purchase Agreement No. 3157 on or before June 15, 2016. 

  

	*	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

 S8-5 









 Supplemental Agreement No. 8 to 

Purchase Agreement No. 3712 
  

 EXECUTED as of the day and year first above written. 

 

			
	THE BOEING COMPANY 
		
	By:	 	 /s/ L. Kirsten Jensen

		
	Its:	 	 Attorney-In-Fact

	
	FEDERAL EXPRESS CORPORATION
		
	By:	 	 /s/ Phillip C. Blum 

		
	Its:	 	 Vice President Aircraft Acquisition



  
 BOEING PROPRIETARY

 S8-6 








 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
	  	 	8	  
	 1-A1
	 	 Block C Aircraft Information Table
	  	 	8	  
	 1-A2
	 	 Block E, Block F and Block G Aircraft Information Table
	  	 	6	  
	 1-B
	 	 Exercised Option Aircraft Information Table
	  	 	8	  
	 1-B1
	 	 Exercised Block D Option Aircraft Information Table
	  	 	2	  
	 1-C
	 	 Exercised Purchase Right Aircraft Information Table
	  	 	2	  
		
	 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-8
		 	BOEING PROPRIETARY	 	










							
	 LETTER AGREEMENTS
	  	SA
Number	 
			
	 LA-1106151R2
	 	 LA-Special Matters Concerning [*] – Option
	  			
		 	 Aircraft and Certain Purchase Right Aircraft
	  	 	6	  
	 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-1106156R2
	 	 LA-Option Aircraft
	  	 	6	  
		 	 Attachment 1 to LA-1106156R2
	  	 	8	  
		 	 Attachment 2 to LA-1106156R2
	  	 	6	  
		 	 Attachment 3 to LA-1106156R2
	  	 	8	  
		 	 Attachment 4 to LA-1106156R2
	  	 	8	  
	 LA-1106157
	 	 AGTA Amended Articles
	  			
	 LA-1106158R3 
	 	 LA-Right to Purchase Additional Aircraft
	  	 	8	  
	 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-1106208R1
	 	 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-1106614R2 
	 	 LA-Special Matters for Purchase Right Aircraft
	  	 	8	  
	 LA-1106824
	 	 LA-Customer Support Matters
	  			
	 LA-1208292R2
	 	 LA-Special Matters Concerning Escalation – Block B, Block C, Block E, Block F and Block G
Aircraft
	  	 	6	  
	 LA-1208296R1
	 	 LA-Special Matters for Block D Option Aircraft
	  	 	6	  
	 LA-1208949
	 	 LA-Special Matters Block C Aircraft in Table 1-A1
	  	 	1	  
	 6-1162-SCR-146R1
	 	 LA Special Provision – Block B and Block G Aircraft
	  	 	6	  
	 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
	  			
	 6-1162-LKJ-0707
	 	 LA- Agreement Regarding [*]
	  	 	6	  
	 6-1162-LKJ-0709
	 	 [*] Special Matters
	  	 	6	  
			
	 6-1162-LKJ-0728
	 	 Special Matters – SA-8 Early Exercise Aircraft
	  	 	8	  


  

	*	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-PA-03712	 		 	SA-8
		 	BOEING PROPRIETARY	 	










			
	 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


  

					
	FED-PA-03712	 		 	SA-8
		 	BOEING PROPRIETARY	 	









 Table 1-A To 

Purchase Agreement No. 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Firm Aircraft 

 


							
	 Airframe Model/MTOW:
	  	767-300F	  	 	408000 pounds	  
			
	 Engine Model/Thrust:
	  	CF6-80C2B6F	  	 	60200 pounds	  
		
	 Airframe Price:
	  	 	[*	] 
		
	 Optional Features:
	  	 	[*	] 
		  		  	  
	  
	 
		
	 Sub-Total of Airframe and Features:
	  	 	[*	] 
		
	 Engine Price (Per Aircraft):
	  	 	[*	] 
		
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	 	[*	] 
		  		  	  
	  
	 
		
	 Buyer Furnished Equipment (BFE) Estimate:
	  	 	[*	] 
		
	 Seller Purchased Equipment (SPE) Estimate:
	  	 	[*	] 
		
	 Deposit per Aircraft:
	  	 	[*	] 

 


					
	 Detail Specification: D019T002 Rev. K Dated April 30, 2011


			
	 Airframe Price Base Year/Escalation Formula:
	  	[*]	  	ECI-MFG/CPI
			
	 Engine Price Base Year/Escalation Formula:
	  	[*]	  	GE CF6-80 & GE90 (99 rev.)
			
	 Airframe Escalation Data:
	  		  	
			
	 Base Year Index (ECI):
	  	[*]	  	
			
	 Base Year Index (CPI):
	  	[*]	  	
			
	 Engine Escalation Data:
	  		  	
			
	 Base Year Index (CPI):
	  	[*]	  	

 
 

  

																													
	 	 	 	 	Escalation	 	Escalation	 	 	 	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	 	Number of
Aircraft	 	Factor
(Airframe)	 	Factor
(Engine)	 	 	 	Adv Payment Base
Price Per A/P	 	 	At Signing
1%	 	 	24 Mos.
4%	 	 	21/18/12/9/6 Mos.
5%	 	 	Total
30%	 
	 [*]
	 	1	 	[*]	 	[*]	 	See Note 1	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 Total:
	 	27	 		 		 		 				 				 				 				 			

  

			
	Note:	 	 1. Notwithstanding the delivery date of [*]shown in this Table, the Aircraft is rescheduled to deliver in [*]

upon execution of SA 1 to PA 3712. The parties acknowledge the [*] will be based on a [*].

		 	The parties acknowledge the [*] will be based on an [*].

  

	
	 *  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-PA-03712 57361, 87793
	  		  	Supplemental Agreement No. 8 
		  	Boeing Proprietary	  	Page 1









 Table 1-Al to PA 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Block C Aircraft 

 


							
	 Airframe Model/MTOW:
	 	767-300F	 	 	408000 pounds	  
			
	 Engine Model/Thrust:
	 	CF6-80C2B6F	 	 	60200 pounds	  
		
	 Airframe Price:
	 	 	[*]	  
		
	 Optional Features:
	 	 	[*]	  
		 		 	  
	  
	 
		
	 Sub-Total of Airframe and Features:
	 	 	[*]	  
		
	 Engine Price (Per Aircraft):
	 	 	[*]	  
		
	 Aircraft Basic Price (Excluding BFE/SPE):
	 	 	[*]	  
		 		 	  
	  
	 
		
	 Buyer Furnished Equipment (BFE) Estimate:
	 	 	[*]	  
		
	 Seller Purchased Equipment (SPE) Estimate:
	 	 	[*]	  
		
	 Deposit per Aircraft:
	 	 	[*]	  

 


							
	 Detail Specification: D019T002-K dated April 30, 2011

			
	 Airframe Price Base Year/Escalation Formula:
	  	 	[*]	  	  	ECI-MFG/CPI
			
	 Engine Price Base Year/Escalation Formula:
	  	 	[*]	  	  	GE CF6-80 & GE90 (99 rev.)
			
	 Airframe Escalation Data:
	  				  	
			
	 Base Year Index (ECI):
	  	 	[*]	  	  	
			
	 Base Year Index (CPI):
	  	 	[*]	  	  	
			
	 Engine Escalation Data:
	  				  	
			
	 Base Year Index (CPI):
	  	 	[*]	  	  	

 
 

  

																													
	 	  	 	  	Escalation	 	Escalation	 	 	  	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	  	Number of
Aircraft	  	Factor
(Airframe)	 	Factor
(Engine)	 	MSN	  	Adv Payment Base
Price Per A/P	 	 	At Signing
1%	 	 	24 Mos.
4%	 	 	21/18/12/9/6 Mos.
5%	 	 	Total
30%	 
	 [*]
	  	1	  	[*]	 	[*]	 	43544	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	44377	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	44378	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43542	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43543	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	44379	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	44380	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43545	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43546	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43547	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43548	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	42721	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	42722	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	61206	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 	43538	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 		  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 		  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 		  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	[*]	 	[*]	 		  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 Total:
	  	19	  		 		 		  				 				 				 				 			

  

	*	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.



  

					
		  		  	Supplemental Agreement No. 8 
	FED-PA-03712 62134, 87796.TXT	  	Boeing Proprietary	  	









 Table 1-B To 

Purchase Agreement No. 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Exercised Option Aircraft 

 


							
			
	 Airframe Model/MTOW:
	 	767-300F	 	 	40,8000 pounds	  
			
	 Engine Model/Thrust:
	 	CF6-80C2B6F	 	 	60,200 pounds	  
			
	 Airframe Price:
	 		 	 	[*]	  
			
	 Optional Features:
	 		 	 	[*]	  
		 		 	  
	  
	 
		
	 Sub-Total of Airframe and Features:
	 	 	[*]	  
		
	 Engine Price (Per Aircraft):
	 	 	[*]	  
		
	 Aircraft Basic Price (Excluding BFE/SPE):
	 	 	[*]	  
		 		 	  
	  
	 
		
	 Buyer Furnished Equipment (BFE) Estimate:
	 	 	[*]	  
		
	 Seller Purchased Equipment (SPE) Estimate:
	 	 	[*]	  
		
	 Deposit per Aircraft:
	 	 	[*]	  

 


							
	
	 Detail Specification: D019T002FED63F-1, Rev D dated March 26, 2015


			
	 Airframe Price Base Year/Escalation Formula:
	  	 	[*]	  	 	ECI-MFG/CPI
			
	 Engine Price Base Year/Escalation Formula:
	  	 	[*]	  	 	GE CF6-80 & GE90 (99 rev.)
			
	 Airframe Escalation Data:
	  				 	
			
	 Base Year Index (ECI):
	  	 	[*]	  	 	
			
	 Base Year Index (CPI):
	  	 	[*]	  	 	
			
	 Engine Escalation Data:
	  				 	
			
	 Base Year Index (CPI):
	  	 	[*]	  	 	

 
 

  

																																							
	 	  	 	  	Escalation	 	 	Escalation	 	 	 	 	 	 	 	  	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	  	Number of
Aircraft	  	Factor
(Airframe)	 	 	Factor
(Engine)	 	 	Block	 	 	MSN	 	  	Adv Payment Base
Price Per A/P	 	 	At Signing
1%	 	 	24 Mos.
4%	 	 	21/18/12/9/6 Mos.
5%	 	 	Total
30%	 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 	 	61205	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 	 	43549	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 	 	43551	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block B #	  	 	 	43630	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 	 	43552	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block B #	  	 	 	43631	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block B #	  	 	 	43632	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 	 	43553	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 	 	43554	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block B #	  	 	 	43633	  	  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 				  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 				  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 				  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 				  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 				  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	  	1	  	 	[*]	  	 	 	[*]	  	 	 	Block C	  	 				  	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
		  	16	  				 				 				 				  				 				 				 				 			

  

	#	The Determination Date has passed and the special provision pursuant to Letter Agreement 6-1162-SCR-146R1, Special Provision - Block B and Block G Aircraft, has expired.



	*	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.



  

					
		  		  	Supplemental Agreement No. 8
	FED-PA-03712 57361, 87796	  	Boeing Proprietary	  	Page 1









 Attachment 1 to 

Letter Agreement No. FED-PA-03712-LA-1106156R2 

Option Aircraft Delivery, Description, Price and Advance Payments 

 


									
	 Airframe Model/MTOW:
	  	 	767-300F	  	  	 	408,000 pounds	  
			
	 Engine Model/Thrust:
	  	 	CF6-80C2B6F	  	  	 	60,200 pounds	  
			
	 Airframe Price:
	  				  	 	[*]	  
			
	 Optional Features:
	  				  	 	[*]	  
		  				  	  
	  
	 
		
	 Sub-Total of Airframe and Features:
	   
	  	 	[*]	  
		
	 Engine Price (Per Aircraft):
	   
	  	 	[*]	  
		
	 Aircraft Basic Price (Excluding BFE/SPE):
	    
	  	 	[*]	  
		  				  	  
	  
	 
		
	 Buyer Furnished Equipment (BFE) Estimate:
	    
	  	 	[*]	  
		
	 Seller Purchased Equipment (SPE) Estimate:
	    
	  	 	[*]	  
		
	 Deposit per Aircraft:
	   
	  	 	[*]	  

 


					
	
	 Detail Specification: D019T002FED63F-1, Rev D
dated March 26, 2015 

			
	 Airframe Price Base Year/Escalation Formula:
	  	[*]	  	ECI-MFG/CPI
			
	 Engine Price Base Year/Escalation Formula:
	  	[*]	  	GE CF6-80 & GE90 (99 rev.)
			
	 Airframe Escalation Data:
	  		  	
			
	 Base Year Index (ECI):
	  	[*]	  	
			
	 Base Year Index (CPI):
	  	[*]	  	
			
	 Engine Escalation Data:
	  		  	
			
	 Base Year Index (CPI):
	  	[*]	  	

 
 

  
  

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

  

	*	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-PA-03712-LA-1106156R2	 		  	Supplemental Agreement No. 8
	73706, 88398-1O.TXT	 		  	Attachment 1, Revised June 2016
		 	Boeing Proprietary	  	Page 1









 Attachment 3 to 

Letter Agreement No. FED-PA-03712-LA-1106156R2 

[*] 
 [*] 

Notes: 
  

	(i)	FED Customer Fiscal Year June 1 – May 31 


	(ii)	See paragraph 6.2 of Letter Agreement FED-PA-03712-LA-1106156R2 for [*] 


	(iii)	[*] 

 [*] 
  

	*	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-PA-03712-LA-1106156R2	  	SA-8
	Option Aircraft, Attachment 3, Revised June 2016	  	Page 1

 BOEING PROPRIETARY 








 Attachment 4 to 

Letter Agreement No. FED-PA-03712-LA-1106156R2 

Firm Aircraft and Option Aircraft Delivery Schedule 
  

																											
		 		 		 		 		 	[*]	 		 		 		 		 		 	

 Notes: 
  

	(i)	FY: FED Customer Fiscal Year June 1 - May 31 


	(ii)	Customer has the right to purchase forty-four (44) Purchase Right Aircraft for delivery through [*] 

  

	*	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-PA-03712-LA-1106156R2	  	SA-8
	Option Aircraft, Attachment 4, Revised June 2016	  	Page 1

 BOEING PROPRIETARY 









			
	



	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

FED-PA-03712-LA-1106158R3 
 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-1106158R2 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) forty-four (44) additional Boeing Model 767-3S2F aircraft as purchase right aircraft (Purchase Right Aircraft). 

 

	2.	Delivery. 

 The Purchase Right Aircraft delivery positions are [*]. 

 

	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. 

 

	*	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-PA-03712-LA-1106158R3	  	SA-8
	Right to Purchase Additional Aircraft	  	Page 1

 BOEING PROPRIETARY 









 



 
  

 4.2 Subject to the provisions of Letter Agreement FED-PA-03712-LA-1106151R2
“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.
  

	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 Table 1-C of the Purchase Agreement. 
  

	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.

  

	*	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-PA-03712-LA-1106158R3	  	SA-8
	Right to Purchase Additional Aircraft	  	Page 2

 BOEING PROPRIETARY 









 



 
  


	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 [*]. 
  

	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. 
  

	*	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-PA-03712-LA-1106158R3	  	SA-8
	Right to Purchase Additional Aircraft	  	Page 3

 BOEING PROPRIETARY 









 



 
  


			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ L. Kirsten Jensen

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 June 10, 2016

	
	FEDERAL EXPRESS CORPORATION 
		
	By	 	 /s/ Phillip C. Blum

		
	Its	 	 Vice President Aircraft Acquisition



  

			
	FED-PA-03712-LA-1106158R3	  	SA-8
	Right to Purchase Additional Aircraft	  	Page 4

 BOEING PROPRIETARY 









			
	 




	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

FED-PA-03712-LA-1106614R2 
 Federal Express Corporation

 3610 Hacks Cross Road 
 Memphis, TN 38125 

 

			
	Subject:	  	Special Matters for Purchase Right 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) cancels and supersedes Letter Agreement FED-PA-03712-LA-1106614R1 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 credit memorandum provided for in this Letter Agreement will be applicable to
exercised Purchase Right Aircraft only (Exercised Purchase Right Aircraft), as described in letter agreement FED-PA-03712-LA-1106158R3, Right to Purchase Additional Aircraft. 

 

	1.	Credit Memoranda. 

 [*] 

 

	2.	Escalation of Credit Memoranda. 

 Unless otherwise noted, the amounts of the Credit
Memoranda stated in Paragraphs 1.1 through 1.5 are in [*] base year dollars and will be escalated to the scheduled month of the respective Exercised Purchase Right Aircraft delivery pursuant to the Airframe Escalation formula set forth in the
Purchase Agreement applicable to the Exercised Purchase Right Aircraft. The Credit Memoranda may, at the election of Customer, be [*]. 
  

	3.	[*] 

 [*] 
  

	*	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-PA-03712-LA-1106614R2	  	SA-8
	Special Matters for Purchase Right Aircraft	  	Page 1

 BOEING PROPRIETARY 









 



 
  


	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 Exercised Purchase Right Aircraft at time of delivery and becoming the operator of the Exercised Purchase Right
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 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 forgoing,
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 hereto, and as required by law. 
 Very truly yours, 
  


			
	THE BOEING COMPANY
		
	By	 	 /s/ L. Kirsten Jensen

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 June 10, 2016

	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Phillip C. Blum

		
	Its	 	 Vice President



  

			
	FED-PA-03712-LA-1106614R2	  	SA-8
	Special Matters for Purchase Right Aircraft	  	Page 2

 BOEING PROPRIETARY 









			
	 




	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

6-1162-LKJ-0728 
 Federal Express Corporation 

3610 Hacks Cross Road 
 Memphis, TN 38125 

 

			
	Subject:	 	Special Matters – SA-8 Early Exercise Aircraft
		
	Reference:	 	(a) Purchase Agreement No. PA-3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft)
		
		 	(b) Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft
		
		 	(c) Letter Agreement FED-PA-03712-LA-1106177R1, [*]

 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. 
  

	1.	Background. 

 Supplemental Agreement No. 8 to the Purchase Agreement provides for, in part,
Customer’s exercise of its option to purchase six (6) Option Aircraft with delivery months as set forth below (SA-8 Early Exercise Aircraft) in advance of the Option Exercise Date for such Option Aircraft pursuant to the provisions of
paragraph 6.1 of the reference (b) Letter Agreement (Early Exercise).  
  

	
	 Delivery Month & Year

for SA-8 Early Exercise

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.



  

			
	6-1162-LKJ-0728	  	SA-8
	Special Matters – SA-8 Early Exercise Aircraft	  	Page 1

 BOEING PROPRIETARY 









 



 
  


	2.	Credit Memoranda. 

  

	 	[*] 

  

	3.	[*] 

  

	 	[*] 

  

	4.	Assignment. 

 The credit memoranda described in this Letter Agreement are provided as a financial
accommodation to Customer in consideration of Customer becoming the buyer of the Aircraft and cannot be assigned in whole or, in part. 
  

	5.	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. 
  

	*	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-LKJ-0728	  	SA-8
	Special Matters – SA-8 Early Exercise Aircraft	  	Page 2

 BOEING PROPRIETARY 









 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ L. Kirsten Jensen

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 June 10, 2016

	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Phillip C. Blum

		
	Its	 	 Vice President



  

			
	6-1162-LKJ-0728	  	SA-8
	Special Matters – SA-8 Early Exercise Aircraft	  	Page 3

 BOEING PROPRIETARY