EX-10.2



 Exhibit 10.2 
 Supplemental Agreement No. 22 
 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 11th day of
December 2012, 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 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 

B. WHEREAS, Customer and Boeing desire to revise the Block B Special Matters Letter Agreement to clarify a specific [*] as a result of a
change to the Purchase Agreement incorporated in prior Supplemental Agreement No. 20 and this Supplemental Agreement No 22. 
 C. WHEREAS, in consideration of Customer adding four (4) [ * ] 767-3S2F aircraft as described in Supplemental Agreement No. 3 to purchase agreement No. 3712, Customer desires to reschedule the
delivery date of two (2) firm Aircraft as shown below: 
  

			                        		                        		                        
	
        MSN        
	    	Aircraft
Block	    	Prior Delivery Month
& Year 
for firm
                Aircraft          
      	    	Rescheduled
Delivery Month 
&
Year for firm
              
  Aircraft                
	  40674	    	B	    	[ * ]	    	[ * ]
	  40675	    	B	    	[ * ]	    	[ * ]

  

	*	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 22


        BOEING PROPRIETARY 








 D. WHEREAS, Customer desires to reschedule the delivery date of two
(2) Option Aircraft as shown below: 
  

			                        		                        
	
        MSN        
	    	Prior Delivery
Month & Year 
for
                Option Aircraft          
      	    	Rescheduled Delivery
Month & Year
for
                Option Aircraft          
      
	  TBD	    	[ * ]	    	[ * ]
	  TBD	    	[ * ]	    	[ * ]

 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. 22. 

  

	 	2.	Remove and replace, in its entirety, Letter Agreement 6-1162-RRO-1066 with a revised Letter Agreement 6-1162-RRO-1066R1, attached hereto, to reflect revised language as
described in Recital Paragraph B. To reflect matters completed under prior Supplemental Agreement No. 20, Boeing agrees to issue Customer the [ * ] in total amount of [ * ] for each of the Block B Aircraft to bear MSN 40674 and 40675 within
five (5) business days of the full execution of this Supplemental Agreement No. 22. 

  

	 	3.	The two Block B Aircraft described in Recital Paragraph C are hereby rescheduled as set forth in Recital Paragraph C. Remove and replace, in its entirety, Table 1-A
with a revised Table 1-A, attached hereto, to reflect such rescheduling. 

  

	 	4.	The Option Aircraft described in Recital Paragraph D are hereby rescheduled as set forth in Recital Paragraph D. Remove and replace, in its entirety, Attachment to
Letter Agreement 6-1162-RRO-1062 with a revised Attachment, attached hereto, to reflect such rescheduling. The parties agree and acknowledge that the Option Aircraft rescheduling herein is not being made, and, for the sake of clarity, the Option
Aircraft rescheduled under Supplemental Agreement No. 20 was not made, under Article 4.2 of letter agreement 6-1162-RRO-1062; accordingly, with respect to the foregoing rescheduled Option Aircraft, (i) [ * ], (ii) [ * ] and
(iii) the [ * ] to the end of the then-current [ * ] stream. 

  

	*	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 22


        BOEING PROPRIETARY 









	 	5.	Letter agreement 6-1162-SCR-154 is added to the Purchase Agreement in this Supplemental Agreement No. 22 to address [ * ]. 


 

	 	6.	Letter agreement 6-1162-SCR-155 is added to the Purchase Agreement in this Supplemental Agreement No. 22. The parties acknowledge and agree that paragraph 5 of
letter agreement FED-PA-LA-1000790R3 applies to the [ * ] Kits ordered and delivered to Customer and (ii) Kits [ * ] ordered by and delivered to Customer shall be governed by the terms of letter agreement 6-1162-SCR-155, as amended.


  

	 	7.	As a result of the changes incorporated in this Supplemental Agreement No. 22, [ * ] payments in the amount of [ * ] are currently being held by Boeing. Customer
and Boeing agree that [ * ] will continue to be treated under the Purchase Agreement as [ * ] payments and further that Boeing will apply [ * ] of the [ * ] payments to satisfy the amount due under Purchase Agreement No. 3712 upon execution of
Supplemental Agreement No. 3 thereto and the [ * ] payments of [ * ] no later than January 3, 2013. [ * ]. For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on an
interchangeable basis. 

  

	 	8.	This Supplemental Agreement No. 22 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to
December 11, 2012 and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 3 to Purchase Agreement No. 3712 on or before December 11, 2012. 


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:
	 	 VP Aircraft Acquisition


  

	*	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 22


        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
	  	 	22	  
	 1B
	 	 Block B Conditional Firm Aircraft Information Table
	  	 	21	  
	 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
	  	4	  	SA 22


        BOEING PROPRIETARY 









					
	  	 	 	  	 SA

NUMBER

			
	LETTER AGREEMENT	 		  	
			
	 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-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
	  	22
			
	 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-1067
	 	 Special Matters for [ * ] Letter Agreement 6-1162-RRO-1062
	  	4
			
	 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
	 	 [ * ] 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


  

	*	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
	  	5	  	SA 22


        BOEING PROPRIETARY 









					
	 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	  


  

					
	 P.A. No. 3157
	  	6	  	SA 22


        BOEING PROPRIETARY 









															
	 Table 1-A to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments
 Block B Firm

	 Airframe Model/MTOW:
	  	 	777-Freighter	  	  	 	766000 pounds	  	 	Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012
	 Engine Model/Thrust:
	  	 	GE90-110B1L	  	  	 	110000 pounds	  	 	 Airframe Price Base Year/Escalation Formula:
	  	[ * ]	  	ECI-MFG/CPI
	 Airframe Price:
	  				  	 	[ * ]	  	 	 Engine Price Base Year/Escalation Formula:
	  	[ * ]	  	N/A
	 Optional Features:
	  				  	 	[ * ]	  	 		  	
	 Sub-Total of Airframe and Features:
	  				  	 	[ * ]	  	 	 Airframe Escalation Data:
	  		  	
	 Engine Price (Per Aircraft):
	  				  	 	[ * ]	  	 	 Base Year Index (ECI):
	  	[ * ]	  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  				  	 	[ * ]	  	 	 Base Year Index (CPI):
	  	[ * ]	  	
	 Buyer Furnished Equipment (BFE) Estimate:
	  				  	 	[ * ]	  	 		  		  	
	 Seller Purchased Equipment (SPE) Estimate:
	  				  	 	[ * ]	  	 		  		  	
	 Non-Refundable Deposit/Aircraft at Def Agreement:
	  				  	 	[ * ]	  	 		  		  	

  

																	
	 Delivery
Date
	 	Number of
Aircraft	 	Escalation
Factor
(Airframe)	 	MSN	 	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%	 	21/18/15/12/9/6 Mos.
5%	 	Total
35%
	[ * ]	 	[ * ]	 	[ * ]	 	40674	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	40675	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	Total:	 	2	 		 		 		 		 		 		 	

  

	NOTES:	1. The two aircraft included on this Table were [ * ] Aircraft - reference letter agreement 6-1162-RRO-1068. 


2. In Supplemental Agreement No. 20, these aircraft became firm aircraft. 

3. The [ * ] factors used in this table are based on the 2Q 2012 forecast.  

 

	*	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 Commission Act of 1934, as amended. 









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

  

  

	 Airframe Model/MTOW:
	  	777-Freighter	  	 	766000 pounds	  	  	 Detail Specification: D019W007FED7F-1 Rev G dated July 25, 2012
	   

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

  

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

  

	*	The [ * ] Factor for the Option Aircraft will be adjusted to Boeing’s then current forecasts for such elements as of the date of the amendment to the definitive
agreement to add the exercised Option Aircraft as an 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. 








 



 
 November 29, 2012 
 6-1162-SCR-155 
 Federal Express Corporation 

3131 Democrat 
 Memphis, TN 38118 

 

			
	 Attention:
	  	Mr. Kevin Burkhart
		  	Managing Director – Aircraft Acquisitions & Sales
		
	 Subject:
	  	[ * ] Engine Hard Mount Kits (Kits) [ * ] Memoranda/[ * ]
		
	 References:
	  	 1. Purchase Agreement 3157 dated November 7, 2006 (Purchase Agreement), between The Boeing Company (Boeing) and
Federal Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (Aircraft), and
 2. Letter agreement
FED-PA-LA-1000790R3 entitled “Special Matters for Block C Aircraft”, paragraph 5 concerning Kits.


  

	 	1.	[ * ] memoranda/[ * ] for Kits [ * ] through [ * ]. 

 [ * ] 
  

	 	2.	[ * ] memoranda/[ * ] for Kits [ * ] through [ * ]. 

 [ * ] 
  

	 	3.	[ * ] memoranda/[ * ] for Kits [ * ] through [ * ]. 

 [ * ] 
  

	 	4.	No Obligation. 

 Nothing
herein creates an obligation by Customer to purchase additional Kits. 
  

	 	5.	Confidential Treatment. 

  

	*	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-155
	  		  	SA-22
		  		  	Page 1









 



 
  
 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. 

 

			
	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By
	 	 /s/ STUART C. ROSS

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

		
	 Date:
	 	 December 11, 2012

	
	FEDERAL EXPRESS CORPORATION
		
	 By
	 	 /s/ PHILLIP C. BLUM

		
	 Its
	 	 Vice President Aircraft Acquisition

	
	 Attachment



  

					
	 6-1162-SCR-155
	  		  	SA-22
		  		  	Page 2









 



 
  
 Attachment A to 6-1162-SCR-155

  

							
	 #
	 	MSN	 	Executed Proposal
Date	 	[ * ] Memo Applies?
	1	 	25490	 	[ * ]	 	[ * ]
	2	 	24965	 	[ * ]	 	[ * ]
	3	 	24738	 	[ * ]	 	[ * ]
	4	 	24748	 	[ * ]	 	[ * ]
	5	 	22911	 	[ * ]	 	[ * ]
	6	 	22912	 	[ * ]	 	[ * ]
	7	 	26270	 	[ * ]	 	[ * ]
	8	 	25131	 	[ * ]	 	[ * ]
	9	 	22909	 	[ * ]	 	[ * ]
	10	 	28480	 	[ * ]	 	[ * ]
	11	 	24747	 	[ * ]	 	[ * ]
	12	 	26705	 	[ * ]	 	[ * ]
	13	 	24737	 	[ * ]	 	[ * ]
	14	 	28482	 	[ * ]	 	[ * ]
	15	 	28483	 	[ * ]	 	[ * ]

  

	*	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-155
	  		  	SA-22
		  		  	Page 3










			
	



	  	 The Boeing Company

	  	 P.O. Box 3707

	  	 Seattle, WA 98124-2207


  
  

November 29, 2012 
 6-1162-SCR-154

 Federal Express Corporation 
 3131
Democrat 
 Memphis, TN 38118 
  

			
	 Attention:
	  	 Mr. Kevin Burkhart

		  	Managing Director – Aircraft Acquisitions & Sales
		
	 Subject:
	  	[ * ] Resulting From Execution of Supplemental Agreement No. 22 (SA 22) to Purchase Agreement 3157.
		
	 Reference:
	  	Purchase Agreement 3157 dated November 7, 2006 (Purchase Agreement), between The Boeing Company (Boeing) and Federal Express Corporation (Customer)
relating to Model 777-FREIGHTER Aircraft (Aircraft)

 Dear Mr. Burkhart: 
  

	 	1.	Background. 

 Boeing and
Customer acknowledge and agree that, upon execution of SA 22 to the Purchase Agreement by the parties, [ * ]. 
 [ * ]

 For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on
an interchangeable basis. 
  

	 	2.	[ * ]. 

 [ * ] 

 

	 	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. 


  

					
	 6-1162-SCR-154
	  		  	SA-22
		  		  	Page 1


        BOEING PROPRIETARY 








 



 
  
  

	 	4.	 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. 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	 /s/ STUART C. ROSS

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 December 11, 2012

	
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ PHILLIP C. BLUM

		
	Its	 	 Vice President Aircraft Acquisition



  

					
	 6-1162-SCR-154
	  		  	SA-22
		  		  	Page 2


        BOEING PROPRIETARY 









			
	



	  	 The Boeing Company

	  	 P.O. Box 3707

	  	 Seattle, WA 98124-2207


  
  

6-1162-RRO-1066R1 
 November 29, 2012

 Federal Express Corporation 
 3610
Hacks Cross Road 
 Memphis, TN 38125 
  

			
	 Subject:
	  	 Special Matters for Block B Aircraft

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

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In
addition, this Letter Agreement cancels and supersedes 6-1162-RRO-1066 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 

 

	1.	 BASIC [ * ] MEMORANDUM. 


 [ * ] 
  

	2.	 ADDITIONAL [ * ] MEMORANDUM. 


 [ * ] 
  

	3.	 [ * ] MEMORANDUM. 


 [ * ] 
  

	4.	 [ * ]. 


  

	5.	 ELECTRONIC FLIGHT BAG (EFB) [ * ]. 


 Contingent upon Customer selecting [ * ]. 
  

	6.	 ADDITIONAL CUSTOMER [ * ]. 


 [ * ]. 
  

	7.	 [ * ] RIGHTS. 


 [ * ] 
  

	*	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. 


  

					
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	8.	 [ * ] ASSURANCE. 


 [ * ] 
  

	9.	 WARRANTY PROGRAM [ * ]. 


 [ * ] 
  

	10.	 [ * ] 


 [ * ] 
  

	11.	 AIRCRAFT ACCELERATION OPPORTUNITIES. 


 Boeing acknowledges Customer may desire to have earlier delivery positions for the Block B Aircraft. Boeing agrees to keep Customer apprised of any earlier delivery positions which may become available
(subject to manufacturing and production constraints). 
  

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

 

	*	 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. 



  

					
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 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	 By
	 	 /s/ STUART C. ROSS

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

		
	 Date:
	 	 December 11, 2012

	
	 FEDERAL EXPRESS CORPORATION

		
	 By
	 	 /s/ PHILLIP C. BLUM

		
	 Its
	 	 Vice President Aircraft Acquisition



  

					
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