EX-10.3





 Exhibit 10.3 

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. 
  





 
 Supplemental Agreement No. 34 

to 
 Purchase Agreement
No. 3157 
 between 
 The
Boeing Company 
 And 
 Federal
Express Corporation 
 Relating to Boeing Model 777-FREIGHTER Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 34 (SA-34), entered into as of October 13, 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. 3157, dated
November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft); 

B. WHEREAS, Customer and Boeing desire to administratively update the Purchase Agreement to incorporate Letter Agreement FED-PA-3157-LA-2104529, Revision of Certain 777 Option Aircraft, dated October 1, 2021,
in which Customer and Boeing agreed to revise the delivery dates and option exercise dates of two (2) Option Aircraft, as shown in the table below; 
  

							
	 Existing Delivery

Month of Option

Aircraft
	 	 Revised Delivery

Month of Option

Aircraft
	 	 Existing Option

Exercise Date
	 	 Revised Option

Exercise Date

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

 C. 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; 

  

					
	P.A. No. 3157	  	1	  	SA-34

 BOEING PROPRIETARY 

 

	*	 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. 
















 



 
  

 D. WHEREAS, Customer and Boeing desire to administratively update the Purchase Agreement to
document that four (4) Aircraft identified in Table 1-E2, each became a firm Aircraft on the Determination Date (Firm Block E2 Aircraft) set forth in the table below, and in accordance with the
terms of Letter Agreement 6-1162-RR0-1068R1, Special Provision - Block B and
Block E2 Aircraft; 
  

									
	 Aircraft

Block
	 	
MSN1
	 	 Table
	 	 Determination

Date
	 	 Delivery Month

of Aircraft

	E2	 	66262	 	1-E2	 	[*]	 	[*]
	E2	 	66263	 	1-E2	 	[*]	 	[*]
	E2	 	66264	 	1-E2	 	[*]	 	[*]
	E2	 	66265	 	1-E2	 	[*]	 	[*]

 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-34. 
 2. Revise and
replace in its entirety the Letter Agreement 6-1162-RRO-1062, Option Aircraft, with Letter Agreement 6-1162-RRO-1062R1, Option Aircraft, attached hereto, to reflect the revised delivery dates and revised option exercise dates of two (2) Option Aircraft described in Recital Paragraph B above. For
the avoidance of doubt, Boeing and Customer acknowledge and agree that the rescheduling of the two (2) Option Aircraft described in Recital Paragraph B above is not made pursuant to paragraph 4.2 of Letter Agreement 6-1162-RRO-1062, Option Aircraft, and accordingly, [*]. Boeing and Customer further agree that, notwithstanding the reschedule,
the Option Aircraft described in Recital Paragraph B will retain the performance guarantees set forth in 6-1162-RRO-1065,
Performance Guarantees for Block B Aircraft. 
 3. Revise and replace in its entirety the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with the Attachment to Letter Agreement 6-1162-RRO-1062R1, Option Aircraft, attached hereto, to reflect the revised delivery dates and revised option exercise dates of two (2) Option Aircraft
described in Recital Paragraph B above. 
  

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




  

					
	P.A. No. 3157	 	    2    	  	SA-34

 BOEING PROPRIETARY 

 

	*	 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. 
















 



 
  

 4. Remove and replace, in its entirety, Letter Agreement 6-1162-RRO-1067R1, Special Matters for Options as detailed in Letter Agreement
6-1162-RRO-1062, with Letter Agreement 6
1162-RRO-1067R2, Special Matters for Options as detailed in Letter Agreement 6-1162-
RRO-1062R1, attached hereto, to reflect the letter agreement revision described in Article 3 above. 

5. Revise and replace in its entirety, Table 1-E1 with a revised Table
1-E1, attached hereto, revised to include (i) the relevant manufacture serial numbers2, (ii) the applicable block, and (iii) the applicable [*],
to conform the format of Table 1-E1 to be consistent with the format of the other tables in the Purchase Agreement, as described in Recital Paragraph C above. 

6. Revise and replace in its entirety, Table 1-E2 with a revised Table
1-E2, attached hereto, revised to include (i) the relevant manufacture serial numbers2, (ii) the applicable block, (iii) the applicable [*], to conform
the format of Table 1-E2 to be consistent with the format of the other tables as described in Recital Paragraph C above; and (iv) a note confirming the nature of the four (4) Firm Block E2 Aircraft
as firm, as described in Recital Paragraph D above. 
 7. Add Letter Agreement FED-PA-3157-LA-2104529, Revision of Certain 777 Option Aircraft Terms, dated October 1, 2021, to incorporate the
previously agreed to changes described in Recital Paragraph B above. 
 8. This SA-34 to the Purchase
Agreement shall not be effective unless executed and delivered by the parties on or prior to October 21, 2021. 
 9. References in the
Purchase Agreement and any supplemental agreements and associated letter agreements to letter agreement listed in the left column of the below table shall be deemed to refer to the corresponding letter agreement listed in the right column of the
below table. 
  

			
	 Reference
	  	 Replacement Reference

	6-1162-RRO-1062	  	6-1162-RRO-1062R1
	6-1162-RRO-1067R1	  	6-1162-RRO-1067R2

  

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




  

					
	P.A. No. 3157	 	    3    	  	SA-34

 BOEING PROPRIETARY 

 

	*	 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. 
















 



 
  

 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


  

					
	        P.A. No. 3157	  	4	  	SA-34

 BOEING PROPRIETARY 













 TABLE OF CONTENTS 
  

							
	 	 	 	  	SA	 
	ARTICLES	  	 	NUMBER	 
			
	 1.
	 	Quantity, Model and Description	  			
			
	 2.
	 	Delivery Schedule	  			
			
	 3.
	 	Price	  			
			
	 4.
	 	Payment	  			
			
	 5.
	 	Miscellaneous	  			
		
	TABLE	  			
			
	 1.
	 	Aircraft Information Table	  	 	30	 
			
	 1-A
	 	Block B Firm Aircraft Information Table	  	 	31	 
			
	 1-B
	 	Block B Conditional Firm Aircraft Information Table	  	 	30	 
			
	 1-C
	 	Block C Aircraft Information Table	  	 	13	 
			
	 1-C1
	 	Block C Aircraft Information Table (MSN 39285)	  	 	11	 
			
	 1-C2
	 	Block C Aircraft Information Table	  	 	29	 
			
	 1-D
	 	Block D Aircraft Information Table	  	 	31	 
			
	 1-E1
	 	Block E Firm Aircraft Information Table (Block E1)	  	 	34	 
			
	 1-E2
	 	Block E Conditional Firm and Firm Aircraft Information Table (Block E2)	  	 	34	 

  

							
	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	 
			
	 A5.
	 	Aircraft Configuration (Block E Aircraft)	  	 	30	 
			
	 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-34

 BOEING PROPRIETARY 














 



 
  


					
	 LETTER AGREEMENT
	  	 	  	 SA

NUMBER

			
	3157-01	  	777 Spare Parts Initial Provisioning	  	
			
	3157-02	  	Demonstration Flight Waiver	  	
			
	6-1162-RCN-1785	  	Demonstrated Compliance	  	
			
	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-1798R1	  	777 Boeing Converted Freighter	  	4
			
	6-1162-RCN-1799R1	  	[*]	  	24
			
	6-1162-RRO-1062R1	  	Option Aircraft	  	34
			
		  	Attachment to Letter 6-1162-RRO-1062R1	  	34
			
	6-1162-RRO-1065	  	Performance Guarantees for Block B Aircraft	  	4
			
	6-1162-RRO-1066R1	  	Special Matters for Block B Aircraft	  	22
			
	6-1162-RRO-1067R2	  	Special Matters for Option Aircraft detailed in	  	34
			
		  	Letter Agreement 6-1162-RRO-1062R1	  	
			
	6-1162-RRO-1068R1	  	Special Provision – Block B and Block E2 Aircraft	  	30
			
	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	  	[*] as related to SAs #8, #13 through #16, SA # 18 through SA #20	  	20
			
	6-1162-SCR-137	  	777F Miscellaneous Matters	  	20
			
	6-1162-SCR-154	  	[*] Letter	  	22
			
	6-1162-SCR-155	  	[*] Engine Hard Mount Letter	  	22
			
	6-1162-SCR-186	  	[*], Non-Isolated Engine Mounts Letter	  	23
			
	6-1162-SCR-193R1	  	[*] Matters and [*] Special Matters	  	30


  

					
	        P.A. No. 3157	  	6	  	SA-34

 BOEING PROPRIETARY 

*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. 














 



 
  


							
	 	  	 	  	SA	 
	 LETTER AGREEMENT (Con’t)
	  	 NUMBER
	 
			
	 6-1162-LKJ-0726
	  	[*] –	  	 	24	 
		  	SA-24 Accelerated Block B Aircraft	  			
			
	 6-1162-LKJ-0737R1
	  	Special Matters – SA-26 Accelerated Block C Aircraft	  	 	29	 
			
	 6-1162-LKJ-0758
	  	Special Matters – SA-27 Accelerated Block B Aircraft	  	 	27	 
			
	 6-1162-LKJ-0768
	  	Special Matters – SA-28 Accelerated Aircraft	  	 	28	 
			
	 6-1162-LKJ-0766
	  	Special Matters – SA-29 Accelerated Aircraft	  	 	29	 
			
	 6-1162-LKJ-0767
	  	Special Considerations – SA-29	  	 	29	 
			
	 FED-PA-3157-LA-1802894
	  	Special Matters for Block E Aircraft	  	 	30	 
			
	 6-1169-LKJ-0776
	  	SA-30 Option Aircraft	  	 	30	 
			
	 6-1169-LKJ-0777
	  	Special Matters – SA-30 Option Aircraft	  	 	30	 
			
	 6-1169-LKJ-0778R1
	  	SA-30 and SA-32 [*] Matters	  	 	32	 
			
	
FED-PA-3157-LA-2000906
	  	[*] as related to SA-32 and SA-14	  	 	32	 
			
	 FED-PA-3157-LA-1902776R1
	  	Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft	  	 	33	 
			
	 FED-PA-3157-LA-2104529
	  	Revision of Certain 777 Option Aircraft	  	 	34	 


  

					
	        P.A. No. 3157	  	7	  	SA-34

 BOEING PROPRIETARY 

 

	*	 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. 
















 



 
  


			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF:

		
	 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 14, 2011
		
	 Supplemental Agreement No. 21
	  	June 29, 2012
		
	 Supplemental Agreement No. 22
	  	December 11, 2012
		
	 Supplemental Agreement No. 23
	  	December 10, 2013
		
	 Supplemental Agreement No. 24
	  	May 4, 2016
		
	 Supplemental Agreement No. 25
	  	June 10, 2016


  

					
	        P.A. No. 3157	  	8	  	SA-34

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	 SUPPLEMENTAL AGREEMENTS (Con’t)
	  	 DATED AS OF:

		
	 Supplemental Agreement No. 26
	  	February 10, 2017
		
	 Supplemental Agreement No. 27
	  	October 12, 2017
		
	 Supplemental Agreement No. 28
	  	January 28, 2018
		
	 Supplemental Agreement No. 29
	  	February 2, 2018
		
	 Supplemental Agreement No. 30
	  	June 18, 2018
		
	 Supplemental Agreement No. 31
	  	September 14, 2018
		
	 Supplemental Agreement No. 32
	  	February 28, 2020
		
	 Supplemental Agreement No. 33
	  	December 30, 2020
		
	 Supplemental Agreement No. 34
	  	October 13, 2021


  

					
	        P.A. No. 3157	  	9	  	SA-34

 BOEING PROPRIETARY 















			
	



	  	 The Boeing Company

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


  

  
 6-1162-RRO-1062R1 
 Federal Express
Corporation 
 3610 Hacks Cross 
 Memphis TN 38125 

 

	Subject:	 Option 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 the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as
in the Purchase Agreement. 
 Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in the Tables
to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Model 777-FREIGHTER aircraft as option aircraft (Option
Aircraft). The delivery months, number of aircraft, Advance Payment Base Price per Option Aircraft and advance payment schedule are listed in the Attachment to this Letter Agreement. The Airframe Price shown includes the Engine Price.

  

	1.	 Aircraft Description and Changes 



1.1 Option Aircraft Description: The Option Aircraft are described by the Detail Specification listed in the Attachment. 

1.2 Changes: The Detail Specification of the Option Aircraft will be D019W007FED7F-1, Rev NEW,
as revised to reflect: 
  

	 	(i)	 Changes that have been made to the Detail Specification of Customer’s Aircraft under the Purchase
Agreement between the date of this letter and the time of Customer’s exercise of each option; 


  

	 	(ii)	 Changes required to obtain required regulatory certificates; and 



 

	 	(iii)	 Changes mutually agreed upon. 



1.3 [*]. 

  
  

					
	 LA No. 6-1162-RRO-1062R1
 Option Aircraft
Page 1
	  	        	  	P.A. No. 3157 (SA-34)

 BOEING PROPRIETARY 

 

	*	 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. Price 

2.1 The pricing elements of the Option Aircraft are listed in the Attachment. 

2.2 Price Adjustments. 

2.2.1 Changes. The price of the Option Aircraft will be adjusted to reflect changes discussed in paragraph 1.2 above, provided that the
price for changes in 1.2 (ii) are subject to the terms of Section 3.2.2 of the AGTA [*]. 
 2.2.2 Optional Features. Unless
otherwise agreed by the parties, the Option Aircraft will contain the same Optional Features shown in Exhibit A2 to the Purchase Agreement, and the price of such Optional Features is shown in the Attachment hereto. 

2.2.3 Escalation Adjustments. The Airframe Price and the price of Optional Features for Option Aircraft will be escalated on the same
basis as the Aircraft. 
 3. Payment. 

3.1 [*]. 

  
  

					
	         LA No. 6-1162-RRO-1062R1

        Option Aircraft Page 2
	  	        	  	P.A. No. 3157 (SA-34)

 BOEING PROPRIETARY 

 

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Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 

















			
	



	  	

  

 3.2 Following option exercise, advance payments in the amounts and at the dates pursuant to
the appropriate advance payment schedule as set forth in the Attachment will be payable for the Option Aircraft. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery. 

4. Option Exercise. 
 4.1 Customer may
exercise an option by giving written notice to Boeing on or before the date [*] prior to the delivery dates listed in the Attachment (Option Exercise Date). Upon option exercise, Boeing will have the right to adjust the scheduled delivery by
[*]. 
  

	 	a.	 Notwithstanding Section 4.1 above, Customer and Boeing agreed to revise the Option Exercise Date of two
(2) Option Aircraft to [*], pursuant to Letter Agreement FED-PA-3157-LA- 2104529; Revision of Certain 777 Option Aircraft,
dated October 1, 2021. 


 4.2 [*]. 

  
  

					
	         LA No. 6-1162-RRO-1062R1

        Option Aircraft Page 3
	  	        	  	P.A. No. 3157 (SA-34)

 BOEING PROPRIETARY 

 

	*	 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. 

















			
	



	  	

  

 5. Contract Terms. 

Boeing and Customer will use their best efforts to amend the definitive agreement to add the exercised Option Aircraft as an Aircraft within 30
days following option exercise. 
 6. Confidential Treatment. 

Customer understands that certain commercial and financial information contained in this Letter Agreement 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. 
  

	
	Very truly yours,
	
	THE BOEING COMPANY
	
	By /s/ McKenzie Kuckhahn                        
	
	Its
                Attorney-In-Fact           
         
	
	ACCEPTED AND AGREED TO this
	
	Date: October 13                             , 2021
	
	FEDERAL EXPRESS CORPORATION
	
	By /s/ Kevin A. Burkhart                            
	
	Its Vice
President                                        


 Attachment 

  
  

					
	         LA No. 6-1162-RRO-1062R1

        Option Aircraft Page 4
	  	        	  	P.A. No. 3157 (SA-34)

 BOEING PROPRIETARY 















			
	



	  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  

  
 6-1162-RRO-1067R2 
 Federal
Express Corporation 
 3131 Democrat Road 
 Memphis TN
38125 
 Subject: Special Matters for Options as detailed in Letter Agreement 6-1162-RRO-1062R1 
  

	 Reference:  
	A)	 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) 


  

	 	B)	 Letter Agreement 6-1162-RRO-1062R1 Option Aircraft 


 This letter agreement (Letter Agreement)
cancels and supersedes Letter Agreement 6-1162- RRO-1067R1 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. 
  

	1.	 [*] 



[*] 
  

	2.	 [*] 



[*] 
  

	3.	 [*] 



[*] 
  

	4.	 [*] 



  
  

					
	        6-1162-RRO-1067R2	  	        	  	 P.A. No. 3157 (SA-34)

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 is both (i) not material and (ii) the type that FedEx treats as private or confidential. 

















			
	



	  	

  

 [*] 
  

	5.	 [*] 



[*] 
  

	6.	 INCREMENTAL AIRCRAFT COMMITMENT [*]. 



[*] 
  

	7.	 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. 
  

	8.	 [*] 



[*] 

  
  

					
	        6-1162-RRO-1067R2	  	        	  	 P.A. No. 3157 (SA-34)

Page
2                           



BOEING PROPRIETARY 
  

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Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 

















			
	



	  	

  


	9.	 [*] 



[*] 
  

	10.	 [*] 



[*] 
  

	11.	 ASSIGNMENT 



The [*] described in this Letter Agreement are [*] to Customer in consideration of Customer becoming the operator of the Option Aircraft, and
cannot be assigned, in whole or in part, without the prior written consent of The Boeing Company. 

  
  

					
	        6-1162-RRO-1067R2	  	        	  	 P.A. No. 3157 (SA-34)

Page
3                           



BOEING PROPRIETARY 
  

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Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. 

















			
	



	  	

  


	12.	 PUBLIC ANNOUNCEMENT 



Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner advertise or make any public statement regarding
Customer’s purchase of the Option 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. 
  

	13.	 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. 
 If the foregoing correctly sets forth your understanding of our agreement with respect to
matters described above, please indicate your acceptance and approval below. 
  

	
	Very truly yours,
	
	THE BOEING COMPANY
	
	By /s/ McKenzie Kuckhahn                            
	
	Its
                Attorney-In-Fact                      
  
	
	ACCEPTED AND AGREED TO this
	
	Date: October 13                                 ,
2021
	
	FEDERAL EXPRESS CORPORATION
	
	By /s/ Kevin A.
Burkhart                                
	
	Its Vice
President                                        
    


  
  

					
	        6-1162-RRO-1067R2	  	        	  	 P.A. No. 3157 (SA-34)

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BOEING PROPRIETARY 















			
	



	  	

  


  
  

					
	        6-1162-RRO-1067R2	  	        	  	 P.A. No. 3157 (SA-34)

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BOEING PROPRIETARY 

Omitted Attachments 

Certain attachments to this exhibit regarding delivery and pricing of certain B777F 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.