EX-10.2



 Exhibit 10.2 
 Supplemental Agreement No. 5 
 to 

Purchase Agreement No. 3712 
 between 
 The Boeing Company 

And 
 Federal
Express Corporation 
 Relating to Boeing Model 767-3S2F Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of the September 29, 2014 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. 3712, dated December 14, 2011 (Purchase
Agreement), relating to the purchase and sale of certain Boeing Model 767-3S2F Aircraft (the Aircraft); and 
 B. WHEREAS,
Customer desires to add four (4) new firm Aircraft to the Purchase Agreement, hereinafter referred to as Block C Aircraft, with delivery dates as follows: 
  

			
	 Delivery Month & Year
of new firm Aircraft
	  	Block
	 [*]
	  	Block C Aircraft
	 [*]
	  	Block C Aircraft
	 [*]
	  	Block C Aircraft
	 [*]
	  	Block C Aircraft

 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. 

  
 S5–1

  

	*	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. 










 Supplemental Agreement No. 5 to 
 Purchase Agreement No. 3712 
  


	 	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. 5. 

  

	 	2.	Boeing and Customer acknowledge and agree that, upon execution of this Supplemental Agreement No. 5, the four (4) Block C Aircraft described in Recital
Paragraph B (i) are hereby added to the Purchase Agreement, (ii) are added to Table 1-A1, (iii) are considered by the parties as “Block C Aircraft”, (iv) have the business terms described in Letter Agreement
FED-PA-03712-LA-1208949, Special Matters for Block C Aircraft in Table 1-A1, and (v)are to be escalated based on the terms pursuant to Letter Agreement FED-PA-03712-LA-1208292R1, Special Matters Concerning Escalation – Block B and
Block C Aircraft (such Letter Agreement revised pursuant to paragraph 4 below). These Block C Aircraft will be deemed “Aircraft” for all purposes under the Purchase Agreement except as described herein. 


 

	 	3.	Remove and replace, in its entirety, Table 1-A1 with a revised Table 1-A1 attached hereto to add the four (4) Block C Aircraft described in Recital Paragraph B.


  

	 	4.	Revise Letter Agreement FED-PA-03712-LA-1208292, Special Matters Concerning Escalation – Block B and Block C Aircraft to Letter Agreement
FED-PA-03712-LA-1208292R1, Special Matters Concerning Escalation – Block B and Block C Aircraft [*] to the four (4) Block C Aircraft described in Recital Paragraph B. 


 

	 	5.	For the sake of clarity, the parties agree that the four (4) Block C Aircraft added herein shall be subject to Letter Agreement FED-PA-03712-LA-1106159R1,
Special Matters Concerning [*], and certain delivery matters as described in the Letter Agreement FED-PA-03712-LA-1106154R1, Firm Aircraft Delivery Matters, Paragraphs 3 through 5. 


 

	 	6.	As a result of the changes incorporated in this Supplemental Agreement No. 5, Customer will [*] to each of the four (4) Block C Aircraft referenced in Recital
Paragraph B and added to the Purchase Agreement herein,[*]. For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on an interchangeable basis. [*]. 


  
 S5–2



  

	*	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. 










 Supplemental Agreement No. 5 to 
 Purchase Agreement No. 3712 
  


	 	7.	This Supplemental Agreement No. 5 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to
September 30, 2014.  

  

	 	8.	Notwithstanding the foregoing Article 7, this Supplemental Agreement No. 5 shall not be effective unless and until, and the matters expressed herein are expressly
conditioned upon, Customer receiving approval from the board of directors of Customer’s parent company, FedEx Corporation. Should such approval not be granted and confirmed in writing by Customer to Boeing by September 30, 2014,
this Supplemental Agreement shall automatically terminate and be null and void in all respects, and neither party shall owe any obligation to the other party with respect to the matters expressed herein; provided, however, no such termination shall
otherwise impact the parties’ rights and obligations existing under the Purchase Agreement, as amended or otherwise modified, prior to this Supplemental Agreement. For the sake of clarity, neither party shall be deemed to be in default
hereunder for failing to have performed any obligation created under this Supplement Agreement, including without limitation any payment obligation, prior to the receipt by Boeing of the aforementioned written confirmation. 


EXECUTED as of the day and year first above written. 
  

			
	THE BOEING COMPANY
		
	By:	 	/s/ L. Kirsten Jensen
		
	Its:	 	Attorney-In-Fact
	
	FEDERAL EXPRESS CORPORATION
		
	By:	 	/s/ Phillip C. Blum
		
	Its:	 	Vice President Aircraft Acquisition

  

  
 S5–3









 TABLE OF CONTENTS 

 

							
	ARTICLES	 	 	  	SA
Number	 
			
	 1
	 	 Quantity, Model and Description
	  			
	 2
	 	 Delivery Schedule
	  			
	 3
	 	 Price
	  			
	 4
	 	 Payment
	  			
	 5
	 	 Additional Terms
	  			
			
	TABLES	 	 	  	 	 
			
	 1-A
	 	 Firm Aircraft Information Table
	  	 	1	  
	 1-A1
	 	 Block C Aircraft Information Table
	  	 	5	  
	 1-B
	 	 Exercised Option Aircraft Information Table
	  	 	2	  
	 1-B1
	 	 Exercised Block D Option Aircraft Table
	  	 	2	  
	 1-C
	 	 Exercised Purchase Right Aircraft Information Table
	  	 	2	  
			
	EXHIBIT	 	 	  	 	 
			
	 A
	 	 Aircraft Configuration
	  	 	4	  
	 B
	 	 Aircraft Delivery Requirements and Responsibilities
	  			
		
	SUPPLEMENTAL EXHIBITS	  	 	 
			
	 AE1
	 	 Escalation Adjustment/Airframe and Optional Features
	  			
	 BFE1
	 	 BFE Variables
	  	 	2	  
	 CS1
	 	 Customer Support Variables
	  			
	 EE1
	 	 Engine Escalation, Engine Warranty and Patent Indemnity
	  			
	 SLP1
	 	 Service Life Policy Components
	  			


  

					
	 FED-PA-03712

September 23, 2014
	  		  	
		  		  	SA - 5
			
		  	BOEING PROPRIETARY	  	










					
	LETTER AGREEMENTS	  	 	  	 SA
 Number

			
	 LA-1106151R1
	  	 LA-[*] Special Matters – Option Aircraft
	  	1
			
	 LA-1106152
	  	 LA-[*] Special Matters – Firm Aircraft
	  	
			
	 LA-1106153
	  	 LA-Liquidated Damages Non-Excusable Delay
	  	
			
	 LA-1106154R1
	  	 LA-Firm Aircraft Delivery Matters
	  	1
			
	 LA-1106155
	  	 LA-Open Configuration Matters
	  	
			
	 LA-1106156R1
	  	 LA-Option Aircraft
	  	1
			
	 LA-1106157
	  	 AGTA Amended Articles
	  	
			
	 LA-1106158R1
	  	 LA- Purchase Right Aircraft
	  	1
			
	 LA-1106159R1
	  	 LA- Special Matters Concerning [*]
	  	1
			
	 LA-1106160
	  	 LA-Spare Parts Initial Provisioning
	  	
			
	 LA-1106163
	  	 LA-Demonstration Flight Waiver
	  	
			
	 LA-1106177
	  	 LA-[*]
	  	
			
	 LA-1106207R1
	  	 LA-Special Matters Firm Aircraft
	  	1
			
	 LA-1106208R1
	  	 LA-Special Matters Option Aircraft
	  	1
			
	 LA-1106574
	  	 LA- Deviation from [*]
	  	
			
	 LA-1106584R2
	  	 LA- Performance Guarantees
	  	3
			
	 LA-1106586
	  	 LA-Miscellaneous Matters
	  	
			
	 LA-1106614
	  	 LA-Special Matters Purchase Right Aircraft
	  	
			
	 LA-1106824
	  	 LA-Customer Support Matters
	  	
			
	 LA-1208292R1
	  	 LA-Escalation Special Matters – Block B and C Aircraft
	  	5
			
	 LA-1208296
	  	 LA-Special Matters Exercised Block D Option Aircraft
	  	1
			
	 LA-1208949
	  	 LA-Special Matters Block C Aircraft in Table 1-A1
	  	1
			
	 6-1162-SCR-146
	  	 LA Special Provisions concerning Block B Aircraft
	  	1
			
	 LA-1306854
	  	 Performance Guarantees, Demonstrated Compliance
	  	4


	


  

					
	 FED-PA-03712
 September 23,
2014
	  		  	
		  		  	SA - 5
			
		  	BOEING PROPRIETARY	  	

  

	*	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. 










					
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF:
	 
	 Supplemental Agreement No. 1
	  	 	June 29, 2012	  
	 Supplemental Agreement No. 2
	  	 	October 8, 2012	  
	 Supplemental Agreement No. 3
	  	 	December 11, 2012	  
	 Supplemental Agreement No. 4
	  	 	December 10, 2013	  
	 Supplemental Agreement No. 5
	  	 	September 29, 2014	  


  

					
	 FED-PA-03712
 September 23,
2014
	  		  	
		  		  	SA - 5
			
		  	BOEING PROPRIETARY	  	









 Table 1-A1 to PA 3712 

Aircraft Delivery, Description, Price and Advance Payments 
 Block C Aircraft 
  

																			
	Airframe Model/MTOW:	 	767-300F	 	408000 pounds	 		 	Detail Specification: D019T002-K dated April 30, 2011
							
	Engine Model/Thrust:	 	CF6-80C2B6F	 	60200 pounds	 		 	Airframe Price Base Year/Escalation Formula:	 	[*]	 	ECI-MFG/CPI
						
	Airframe Price:	 	[*]	 		 	Engine Price Base Year/Escalation Formula:	 	[*]	 	GE CF6-80 & GE90 (99 rev.)
									
	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:	 	[*]	 		 	 Engine Escalation Data:

 
 Base Year Index (CPI):
	 		 	[*]	 	
	Deposit per Aircraft:	 	[*]	 		 		 		 		 	
		 		 		 		 		 		 		 		 	
	  	 	  	 	
Escalation

Factor
(Airframe)
	 	
Escalation

Factor

(Engine)
	 	  	 	
Escalation Estimate
 Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft

(Amts. Due/Mos. Prior to Delivery):

	 Delivery

Date
	 	 Number of
Aircraft
	 	 	 	 MSN
	 	 	 At Signing

1%
	 	 24 Mos.

4%
	 	 21/18/12/9/6 Mos.

5%
	 	
Total

30%

	[*]	 	1	 	[*]	 	[*]	 	43544	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	44377	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	44378	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43542	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43543	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	44379	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	44380	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43545	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43546	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43547	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43548	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	61205	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43549	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	43550	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	61206	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 	 	  
	 		 		 		 		 		 		 		 	 
	Total:	 	19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  

					
	FED-PA-03712 62134-1F.TXT	  		  	SA-5
		  		  	September 19, 2014
			
		  	Boeing Proprietary	  	

  

	*	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. 










			
	



	  	The Boeing Company
	  	P.O. Box 3707
	  	Seattle, WA 98124-2207        

  
  

FED-PA-03712-LA-1208292R1 
 Federal
Express Corporation 
 3610 Hacks Cross 

Memphis, TN 38125 
  

			
	Subject:	  	Special Matters Concerning Escalation – Block B and Block C Aircraft
		
	Reference:	  	Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to
Model 767-3S2F aircraft (Aircraft)

 This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement
FED-PA-03712-LA-1208292 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The terms provided in this Letter Agreement will be
applicable to Block B and Block C Aircraft.  
  

	1.	[*]. 

 1.1 Boeing will [*]
for the Airframe Price and Optional Features Prices of each Block B and Block C Aircraft for the period beginning [*] and continuing through [*], in accordance with the terms of this Letter Agreement. 

1.2 Notwithstanding the [*], in the event Boeing reschedules a Block B or Block C Aircraft delivery outside the [*] pursuant to the
delivery flexibility described in Letter Agreement Firm Aircraft Delivery Matters (FED-PA-03712-LA-1106154R1), Boeing agrees that the [*] will extend to apply to such rescheduled Block B or Block C Aircraft. 

1.3 For the avoidance of doubt, in the event of an Excusable Delay or Non-Excusable Delay of a Block B or Block C Aircraft, Boeing and
Customer acknowledge that the [*] to the contracted delivery month will be applied to such Block B or Block C Aircraft. 
 1.4 If
Boeing and Customer mutually agree to reschedule a Block B or Block C Aircraft within the [*], the affected Block B or Block C Aircraft will continue to receive the [*] described herein, [*] to the rescheduled delivery month. 

1.5 The [*] for the Airframe Price and Optional Features Price of each Block B and Block C Aircraft will be [*] during the [*] at a [*].


  

			
	  
 FED-PA-03712-LA-1208292R1

[*]
	  	  
 September 23, 2014

Page 1


 BOEING PROPRIETARY 


  

	*	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. 











			
	



	  	

  


	2.	Determining [*] for Block B and Block C Aircraft Delivering Within the [*]. 


2.1 For Block B and Block C Aircraft delivering within the [*], Boeing will, at time of Block B and Block C Aircraft delivery, calculate
the [*] of the Airframe Price and Optional Features Price using (i) [*] in accordance with the provisions of [*] to the Purchase Agreement [*] and (ii) the [*]. The final Block B and Block C Aircraft Price will include the [*] Airframe
Price and Optional Features Price utilizing the [*] or the [*], except as set forth below. 
 2.2 Notwithstanding paragraph 2.1
above, if [*] calculated pursuant to the [*], Customer will [*] on the Airframe Price and Optional Features Price [*] on the applicable Block B and Block C Aircraft; or 
 2.3 If [*] calculated pursuant to the [*], Customer will [*] on the Airframe Price and Optional Features Price [*] on the applicable Block B and Block C Aircraft. At least [*] of a Block B or Block C
Aircraft, but not [*] of a Block B or Block C Aircraft, Boeing will provide Customer notification in the event the [*]. 
 2.4
For an example of the determination of escalation factor applicable to the Airframe and Optional Features, refer to Attachment C to this Letter Agreement. 
  

	3.	Effect on Advance Payments. 

 The amount and timing of advance payments Customer is required to pay to Boeing pursuant to the Purchase Agreement shall be unaffected by any terms set forth in this Letter Agreement. 

 

	4.	Block B and Block C Aircraft Applicability. 

 Unless otherwise stated, the terms of this Letter Agreement shall only apply to the Block B and Block C Aircraft set forth in Tables 1-A1 and 1-B of the Purchase Agreement as of the execution date of this
Letter Agreement. 
  

	5.	Applicability to Other Financial Consideration. 

 The escalation adjustment for any other sum identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit AE1, and which pertains to Block B and Block C Aircraft set forth
in Tables 1-A1 and 1-B, as of the date of this Letter Agreement, shall be calculated using the escalation methodology established in this Letter Agreement notwithstanding any other provisions of the Purchase Agreement to the contrary. 

  

			
	  
 FED-PA-03712-LA-1208292R1
	  	  
 September 23, 2014

Page 2


 BOEING PROPRIETARY 


  

	*	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.	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 foregoing, 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 thereto, and as required by law.


  


  

			
	  
 FED-PA-03712-LA-1208292R1
	  	  
 September 23, 2014

Page 3


 BOEING PROPRIETARY 










			
	



	  	

  


			
	 Very truly yours,
  

THE BOEING COMPANY

		
	By	 	/s/ L. Kirsten Jensen
		
	 Its
	 	Attorney-In-Fact

 ACCEPTED AND AGREED TO this 
 Date: September 29, 2014 

 

			
	 FEDERAL EXPRESS CORPORATION

		
	By	 	/s/ Phillip C. Blum
		
	 Its
	 	Vice President Aircraft Acquisition

 Attachments A, B and C 

  


  

			
	  
 FED-PA-03712-LA-1208292R1
	  	  
 September 23, 2014

Page 4


 BOEING PROPRIETARY 








 Attachment A to Letter Agreement FED-PA-03712-LA-1208292R1 

 
 [*] 

  

			
	  
 FED-PA-03712-LA-1208292R1

Attachment A
	  	  

September 23, 2014


 BOEING PROPRIETARY 


  

	*	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. 









 Attachment B to Letter Agreement FED-PA-03712-LA-1208292R1 

 
 [*] 

  

			
	  
 FED-PA-03712-LA-1208292R1

Attachment B
	  	  

September 23, 2014


 BOEING PROPRIETARY 


  

	*	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. 










 Attachment C to Letter Agreement FED-PA-03712-LA-1208292R1 

 

 ESCALATION EXAMPLE 
 [*] 

  

			
	  
 FED-PA-03712-LA-1208292R1

Attachment C
	  	  

September 23, 2014


 BOEING PROPRIETARY 


  

	*	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. 










			
	



	  	The Boeing Company
	  	P.O. Box 3707
	  	Seattle, WA 98124-2207        

 Federal Express Corporation 
 3131 Democrat Road 
 Memphis, TN 38118 

 

			
	Subject:	  	[*]
		
	References:	  	(a) Customer Services General Terms Agreement No. S2-2 (CSGTA) between The Boeing Company (Boeing) and Federal Express Corporation (Customer)
		  	(b) Supplemental Agreement No. 5 to Purchase Agreement No. PA-3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation
(Customer) relating to Model 767-3S2F aircraft (Aircraft)

 [*] 
 Customer understands that Boeing considers certain commercial and financial information contained in this offer as confidential. Customer agrees that it will treat this offer and the information contained
herein as confidential and will not, without the prior written consent of Boeing, disclose this offer or any information contained herein to any other person or entity without the written consent of Boeing. 

Please sign and return this offer on or before September 30, 2014, the date on which this offer will otherwise expire. 

  

			
	  
 FED-LA-1403577

[*]
	  	  
 September 23, 2014

Page 1


 BOEING PROPRIETARY 


  

	*	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. 









  
 



 
  

									
	AGREED AND ACCEPTED this	 		 		 	
					
	 September 29, 2014
	 		 		 		 	
	Date	 		 		 		 	
			
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	 /s/ L. Kirsten Jensen
	 		 		 	 /s/ Phillip C. Blum
	 	
	Signature	 		 		 	Signature	 	
					
	 L. Kirsten Jensen
	 		 		 	 Phillip C. Blum
	 	
	Printed name	 		 		 	Printed name	 	
					
	 Attorney-in-Fact
	 		 		 	 Vice President
	 	
	Title	 		 		 	Title	 	


  

			
	  
 FED-LA-1403577

[*]
	  	  
 September 23, 2014

LA Page 2


 BOEING PROPRIETARY 


  

	*	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.