Filed by Bowne Pure Compliance





Exhibit 10.1




VIA OVERNIGHT DELIVERY




October 17, 2008




Mr. Leslie A. Griffith

United States Postal Service

475 L’Enfant Plaza S.W.

Washington, D.C. 20260-6210





			
	RE:	 	Transportation Agreement dated July 31, 2006 (the “Transportation Agreement”) between the
United States Postal Service (the “USPS”) and Federal Express Corporation (“FedEx”)
Change in Conversion Factor





Dear Mr. Griffith:



As provided in Paragraph A.1.a. of Exhibit B to the Transportation Agreement, the USPS and FedEx
agree that the Conversion Factor is [ * ] effective on the September Schedule Period that begins on
September 1, 2008.



By signing this letter, the USPS and FedEx agree to this amendment of the Transportation Agreement.
All capitalized terms have the meanings set out in the Transportation Agreement.



Please sign both counterparts of this letter, retain one for the USPS’ records, and return the
other fully executed counterpart to:




Myla Williams

Legal Department

Federal Express Corporation

3620 Hacks Cross Road

Building B, 3rd Floor

Memphis, Tennessee 38125

(901) 434-8362





	 	 	 
	*	 	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.



 


 









 









If you should have any questions, please call Myla Williams at (901) 434-8362 or Ron Stevens at
(901) 434-8954. Thank you.



Sincerely,




FEDERAL EXPRESS CORPORATION





	 	 	 	 	 
	/s/ PAUL HERRON
 


	 	 
	Paul Herron	 	 
	Vice President	 	 
	Postal Transportation Management	 	 





AGREED TO AND ACCEPTED this 23rd day of October, 2008.




	 	 	 	 
	THE UNITED STATES POSTAL SERVICE

 	 
	By:  	/s/ LESLIE A. GRIFFITH
 	 
	 	Its:  	Manager, Air Transportation CMC,
 Contracting Officer The “USPS”
	 
	 
	cc:	  	Melissa Mortimer

Donna Jewett 	 







 


 









 





AMENDMENT




THIS AMENDMENT (“Amendment”) dated the 23rd day of October, 2008, amends the
Transportation Agreement dated as of July 31, 2006 (the “Agreement”) between The United
States Postal Service (“USPS”) and Federal Express Corporation (“FedEx”).



Preamble




WHEREAS, USPS and FedEx entered into the Agreement in order to provide for the
transportation and delivery of the Products (as such term is defined in the Agreement);



WHEREAS, the parties now desire to amend certain provisions of the Agreement to
provide an expansion of the Products as stated below;



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in
this Amendment, the parties agree as follows:



1. Commencing on December 2, 2008, and ending on December 23, 2008, USPS desires to
utilize FedEx ULD’s for its peak charter operations and FedEx agrees to provide such ULD’s
based on the schedule and list of charges outlined in Attachment 1. USPS agrees to pay the
ULD charges based on the presumption that one charter will operate for two weeks and the
remaining two charters will operate for three weeks. The first day of aircraft operations
for each flight will be an outbound departure from Memphis. At the end of charter
operations, one ULD set per aircraft will be returned to the MEM Hub or a location within
the United States agreed upon by USPS and FedEx.



2. All capitalized terms not otherwise defined in this Amendment shall have the
meanings set forth in the Agreement.



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



IN WITNESS WHEREOF, the parties have signed this Amendment in duplicate, one for each
of the Parties, as of October 23, 2008.



	 	 	 	 	 
	 	THE UNITED STATES POSTAL SERVICE

 	 
	 	By:  	/s/ LESLIE A. GRIFFITH
 	 
	 	 	Title:             Manager, Air Transportation CMC, 	 
	 	 	          Contracting Officer 	 
	 
	 	FEDERAL EXPRESS CORPORATION

 	 
	 	By:  	/s/ PAUL J. HERRON
 	 
	 	 	Title: VP, Postal Transportation Management 	 
	 	 	 	 



 


 









 




Attachment 1




Peak Charter Operations

ULD Assignment and Cost




2008 ULD Lease Agreement with USPS for Peak Charter Operations




Assumptions




1. 747 Aircraft are used for the charter operations. Each aircraft carries [ * ] and [ * ]




2. Each flight requires 2 set of ULDs, one set for the ULDs in transit and another set at the

origin to build the next movement.




3. Two sets of ULDs per aircraft, [ * ] and [ * ], are the amount of containers charged per day.




4. The weekly charge is based on 6 operational days per week for weeks 1 and 2 and 5 operational

days for week 3




5. The amounts charged per container type are AMJ — [ * ] and LD3s — [ * ]




ULDs per Week




[ * ]





Total AMJs for the Period     [ * ]



Total LD3s for the Period     [ * ]



ULD Charge for Period




	 	 	 	 	 	 	 
	ULD Type	 	AMJ	 	LD3	 	 
	Amount of containers
	 	[ * ]	 	[ * ]	 	 
	Charge per ULD
	 	[ * ]	 	[ * ]	 	 
	Total Charge per ULD type
	 	[ * ]	 	[ * ]	 	 
	Total Charge
	 	 	 	 	 	[ * ]





	 	 	 
	*	 	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.