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 IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT FEDEX TREATS AS PRIVATE OR CONFIDENTIAL. 
  

					
	



	  		  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


 FED-PA-3157-LA-2104529 
 Federal Express Corporation 

3131 Democrat Road 
 Memphis, TN 38118 

 

			
	Attention:	  	Mr. Guy See
		  	Managing Director – Aircraft Acquisitions & Sales
		
	Subject:	  	Revision of Certain 777 Option Aircraft
		
	Reference:	  	(a) Purchase Agreement No. 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 relating to Model 777-FREIGHTER
aircraft (777 Purchase Agreement)
		
		  	(b) Letter Agreement No. 6-1162-RRO-1062; Option Aircraft, between Boeing and Customer dated January 9,
2009, as amended most recently by Supplemental Agreement No. 33 (Option Aircraft Letter Agreement)
		
		  	(c) Letter Agreement No. FED-PA-3157-LA-2102630; [*], between Boeing and
Customer dated May 25, 2021 ([*] Letter Agreement)

 This letter agreement (Letter Agreement) amends and supplements the 777 Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the referenced 777 Purchase Agreement. 
 1. Background. 

1.1 [*]. 
 1.2 Boeing and Customer
desire to revise the delivery dates and Option Exercise Date for the [*] 777 Option Aircraft, and the right to retain certain terms and conditions related to such rescheduled [*] 777 Option Aircraft. 

  

			
	FED-PA-3157-LA-2104529	  	
	Revision of Certain 777 Option Aircraft Terms	  	Page 1

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 
















 



 
  

 2. Agreement. 

2.1 Boeing and Customer agree to revise the delivery dates and option exercise dates for the [*] 777 Option Aircraft pursuant to the following
Table A: 
 Table A 
  

							
	 Existing Delivery

Month of [*] 777

Option Aircraft
	 	 Revised Delivery

Month of [*] 777
 Option
Aircraft
	 	 Existing Option

Exercise Date
	 	 Revised Option

Exercise Date

	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]

 2.2 Following the execution of this Letter Agreement, the parties agree to use commercially reasonable efforts
to sign a supplemental agreement to the 777 Purchase Agreement in order to administratively update the Purchase Agreement to reflect (i) the revised delivery dates and (ii) the revised option exercise dates, as summarized in Table A above
(SA-34). 
 2.3 Boeing and Customer agree that the rescheduling of [*] 777 Option Aircraft in SA-34 will not be made pursuant to paragraph 4.2 the Option Aircraft Letter Agreement, and accordingly, for the avoidance of doubt [*]. 

2.4 This Letter Agreement shall not be effective unless executed and delivered by the parties on or prior to October 1, 2021. 

3. Confidentiality. 
 Customer understands
and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of
Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent
of Boeing. 

  

			
	FED-PA-3157-LA-2104529	  	
	Revision of Certain 777 Option Aircraft Terms	  	Page 2

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 
















 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ McKenzie Kuckhahn

		
	Its	 	
Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 October 1 , 2021

	
	FEDERAL EXPRESS CORPORATION
		
	By 	 	 /s/ Kevin A. Burkhart

		
	Its	 	 Vice President 



  

			
	FED-PA-3157-LA-2104529	  	
	Revision of Certain 777 Option Aircraft Terms	  	Page 3