exv10w2






Exhibit 10.2




Supplemental Agreement No. 19



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 27th day of October, 2011, by
and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);



W I T N E S S E T H:




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 (the Aircraft); and



WHEREAS, Customer desires to re-schedule
the delivery of certain Aircraft (Affected Aircraft) as identified
in the table below:



	 	 	 	 	 	 	 
	Manufacturer’s	 	 	 	Current Delivery	 	Revised Delivery
	Serial	 	 	 	Dates of	 	Dates of Affected
	Number (MSN)	 	Table	 	Affected Aircraft	 	Aircraft
	[ * ]
	 	Table 1-D
	 	[ * ]
	 	[ * ]
	[ * ]
	 	Table 1
	 	[ * ]
	 	[ * ]






NOW THEREFORE, in consideration of the mutual
covenants herein contained, the parties
hereto agree to supplement the Purchase Agreement as follows:






			
	*	 	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 19
	 	 	 	 	 
	 
	 	BOEING PROPRIETARY
	 	 





 


 











 





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. 19.






	2.	 	Remove and replace, in its entirety, the “Table 1” with the revised Table 1 attached hereto
to reflect the delivery date, pricing and advance payments as a result of rescheduling the
Affected Aircraft bearing MSN [ * ].






	3.	 	Remove and replace, in its entirety, the “Table 1-D” with the revised Table 1-D attached
hereto to reflect the delivery date, pricing and advance payments as a result of the
rescheduling the Affected Aircraft bearing MSN [ * ].






	4.	 	Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R5
entitled [ * ] is hereby cancelled and replaced in its entirety with Letter Agreement
6-1162-RRO-1144R6 entitled [ * ].






	5.	 	[ * ]






	6.	 	This Supplemental Agreement No. 19 shall not be effective unless executed and delivered by
Customer on or prior to October 31, 2011.






	7.	 	For the avoidance of doubt, notwithstanding the rescheduling of the Affected Aircraft,
Special Matters Letter Agreement 6-1162-RCN-1790 continues to apply to MSN [ * ] and Special
Matters Letter Agreement FED-PA-LA-1001683R1 continues to apply to MSN [ * ].





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:
	 	Vice President	 	 









			
	*	 	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 19
	 	 	 	 	 
	 
	 	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
	 	 	19	 
	1B Block B Aircraft Information Table
	 	 	4	 
	1C Block C Aircraft Information Table
	 	 	13	 
	1C1 Block C Aircraft Information Table (MSN [ * ])
	 	 	11	 
	1C2 Block C Aircraft Information Table
	 	 	16	 
	1D Block D Aircraft Information Table
	 	 	19	 
	 
	 	 	 	 
	EXHIBIT
	 	 	 	 
	 
	 	 	 	 
	A. Aircraft Configuration
	 	 	4	 
	A1. Aircraft Configuration (Block B Aircraft)
	 	 	4	 
	A2. Aircraft Configuration (Block C Aircraft except MSN [ * ])
	 	 	11	 
	A3. Aircraft Configuration (Block C Aircraft w/ MSN [ * ])
	 	 	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
	 	 	 	 









			
	*	 	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 19
	 	 	 	 	 
	 
	 	BOEING PROPRIETARY
	 	 





 


 








 








	 	 	 	 	 	 	 
	 	 	 	 	SA
	LETTER AGREEMENT	 	 	 	NUMBER
	3157-01

	 	777 Spare Parts Initial Provisioning	 	 	 	 
	 
	 	 	 	 	 	 
	3157-02

	 	Demonstration Flight Waiver	 	 	 	 
	 
	 	 	 	 	 	 
	6-1162-RCN-1785

	 	[ * ]	 	 	 	 
	 
	 	 	 	 	 	 
	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
	 	 	16	 
	 
	 	 	 	 	 	 
	6-1162-RRO-1065

	 	Performance Guarantees for Block B Aircraft
	 	 	4	 
	 
	 	 	 	 	 	 
	6-1162-RRO-1066R1

	 	Special Matters for Block B Aircraft
	 	 	4	 
	 
	 	 	 	 	 	 
	6-1162-RRO-1067

	 	Special Matters for Option Aircraft detailed in

Letter Agreement 6-1162-RRO-1062
	 	 	4	 
	 
	 	 	 	 	 	 
	6-1162-RRO-1068

	 	Special Provision — Block B Aircraft
	 	 	4	 
	 
	 	 	 	 	 	 
	FED-PA-LA-1000790R2

	 	Special Matters for Block C Aircraft
	 	 	16	 
	 
	 	 	 	 	 	 
	FED-PA-LA-1001683R1

	 	Special Matters for Block D Aircraft
	 	 	16	 
	 
	 	 	 	 	 	 
	6-1162-RRO-1144R6

	 	[ * ]
	 	 	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.






					
	 	 	 	 	 








					
	 	 	 	 	 
	P.A. No. 3157
	 	4
	 	SA 19
	 	 	 	 	 
	 
	 	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, 2011
	 
	Supplemental Agreement No. 18
	 	March 31, 2011
	 
	Supplemental Agreement No. 19
	 	October __, 2011













					
	 	 	 	 	 
	P.A. No. 3157
	 	5
	 	SA 19
	 	 	 	 	 
	 
	 	BOEING PROPRIETARY
	 	 




 


 








 






Table 1 to

Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe Model/MTOW:

	 	777-Freighter
	 	766000 pounds	 	Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011
	Engine Model/Thrust:

	 	GE90-110B1L
	 	110100 pounds	 	Airframe Price Base Year/Escalation Formula:	 	Jul-06	 	ECI-MFG/CPI	 
	Airframe Price:

	 	 	 	[ * ]	 	Engine Price Base Year/Escalation Formula:	 	N/A	 	N/A	 
	Optional Features:

	 	 	 	[ * ]	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:

	 	 	 	[ * ]	 	Airframe Escalation Data:	 	 	 	 	 
	Engine Price (Per Aircraft):

	 	 	 	[ * ]	 	Base Year Index (ECI):	 	 	180.3	 	 
	Aircraft Basic Price (Excluding BFE/SPE):

	 	 	 	[ * ]	 	Base Year Index (CPI):	 	 	195.4	 	 
	Buyer Furnished Equipment (BFE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 
	Refundable Deposit/Aircraft at Proposal Accept:

	 	 	 	[ * ]	 	 	 	 	 	 	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	 	 	 	 	Escalation	 	 	 	Escalation Estimate	 	Balance At	 	 	 	 	 	 
	Delivery	 	Number of	 	Factor	 	 	 	Adv Payment Base	 	Signing	 	24 Mos.	 	21/18/15/12/9/6 Mos.	 	Total
	Date	 	Aircraft	 	(Airframe)	 	MSN	 	Price Per A/P	 	1%	 	4%	 	5%	 	35%
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	2	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	2	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	 	1	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]






Note: Boeing and Customer acknowledge that letter 6-1162-RRO-1069 “Delivery Notice and
Excusable Delay for Aircraft with Delivery Dates of [ * ] and [ * ] has been sent to Customer.







			
	 	 	[ * ]
	 
	***	 	In SA #15, the former two (2) [ * ] Aircraft have moved as follows: [ * ].
	 
	****	 	In SA # 19, one (1) [ * ] Aircraft was moved to [ * ].
	 
	*	 	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 

50269-1F and 58383-1F
	 	Boeing Proprietary
	 	Supplemental Agreement No. 19

Page 1





 


 










 






Table 1-D To

Purchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments







	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe Model/MTOW:

	 	777-Freighter
	 	766000 pounds	 	Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011
	Engine Model/Thrust:

	 	GE90-110B1L
	 	110100 pounds	 	Airframe Price Base Year/Escalation Formula:	 	Jul-10	 	ECI-MFG/CPI	 
	Airframe Price:

	 	 	 	[ * ]	 	Engine Price Base Year/Escalation Formula:	 	N/A	 	N/A	 
	Optional Features:

	 	 	 	[ * ]	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:

	 	 	 	[ * ]	 	Airframe Escalation Data:	 	 	 	 	 
	Engine Price (Per Aircraft):

	 	 	 	[ * ]	 	Base Year Index (ECI):	 	 	106.8	 	 
	Aircraft Basic Price (Excluding BFE/SPE):

	 	 	 	[ * ]	 	Base Year Index (CPI):	 	 	215.6	 	 
	Buyer Furnished Equipment (BFE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 
	Deposit per Aircraft:


	 	 	 	As noted below	 	 	 	 	 	 	 









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









			
	 	 	[ * ]
	 
	4	 	In SA #19, one (1) [ * ] Aircraft was moved to [ * ].
	 
	*	 	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 

54641, 55684, 56375, and 58384
	 	Boeing Proprietary
	 	Supplemental Agreement No. 19

Page 1







 


 









 






	 	 	 

	
 
 




	 	The Boeing Company 

P. O. Box 3707

Seattle, WA 98124-2207









October 27, 2011

6-1162-RRO-1144R6




Federal Express Corporation

3610 Hacks Cross Road

Memphis, TN 38125




			
	Attention:	 	Mr. Kevin Burkhart






			
		 	Managing Director — Aircraft Acquisitions & Sales





	 	 	 

	Subject:

	 	[ * ]
	 
	 	 
	Reference:

	 	Supplemental Agreement No. 8, Nos. 13 through No. 16, No. 18
and No. 19 to Purchase Agreement 3157, dated November 7, 2006,
between The Boeing Company (Boeing) and Federal Express
Corporation (Customer) relating to Model 777-FREIGHTER Aircraft
(the Aircraft)






Dear Mr. Burkhart:




In consideration of the strong business relationship between Boeing and Customer and Customer
executing Supplemental Agreements No. 8, Nos. 13 through No. 16, No. 18 and No. 19, Boeing has
agreed to [ * ].







			
	*	 	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, 6-1162-RRO-1144R6

[ * ]
	 	BOEING PROPRIETARY
	 	SA-19

Page 1







 


 









 













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 company, FedEx
Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and
as required by law.




Further Customer agrees and acknowledges that Attachment A cannot be revised/modified in any way
unless specifically agreed to in writing by Boeing.







			
	*	 	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, 6-1162-RRO-1144R6

[ * ]
	 	BOEING PROPRIETARY
	 	SA-19

Page 2







 


 









 













Very truly yours,




THE BOEING COMPANY




	 	 	 	 	 

	By

	 	/s/ STUART C. ROSS
 

	 	 
	 
	Its

	 	Attorney-In-Fact
 

	 	 








ACCEPTED AND AGREED TO this




Date: October 27, 2011




FEDERAL EXPRESS CORPORATION




	 	 	 	 	 

	By

	 	/s/ PHILLIP C. BLUM
 

	 	 
	 
	Its

	 	VP, Aircraft Acquisitions & SAO
 

	 	 








Attachment







			
	*	 	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. 3157, 6-1162-RRO-1144R6

[ * ]
	 	BOEING PROPRIETARY
	 	SA-19

Page 3






 


 









 








			
	 	 	 
	Attachment A to 6-1162-RRO-1144R6
	 	Page 1 of 2






[ * ]







			
	*	 	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





 


 









 








			
	 	 	 
	Attachment A to 6-1162-RRO-1144R6
	 	Page 2 of 2






[ * ]







	 	 	 
	*	 	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. 3157, 6-1162-RRO-1144R6

[ * ]
	 	BOEING PROPRIETARY
	 	SA-19

Page 2