Supplemental Agreement No. 12 to Purchase Agreement No. 3157 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 777-FREIGHTER Aircraft

Exhibit 10.25

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. 12

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 3 rd day of September, 2010, 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 (Aircraft); and

WHEREAS, Customer desires to add two (2) new Aircraft to the Purchase Agreement with delivery months as follows;

Delivery Month for

new Aircraft

[ * ]

[ * ]

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 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.

S12 - 1

Supplemental Agreement 12 to

Purchase Agreement No. 3157

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. 12.

2. Customer and Boeing hereby acknowledge and confirm that two (2) new Aircraft with delivery months of [ * ] and [ * ] are hereby added to the Purchase Agreement and will be collectively called Block D Aircraft (Block D).

3. [ * ]

4. Table 1-D attached hereto is hereby added to the Purchase Agreement to incorporate the delivery dates and pricing of the Block D Aircraft.

5. Exhibit A4 is hereby added to the Purchase Agreement to incorporate an updated Detail Specification and to reflect the Optional Features [ * ] for all Block D Aircraft.

6. Customer and Boeing agree that the Block D Aircraft will be subject to and benefit from the same terms and conditions as the Aircraft except as set forth herein and in writing signed by the authorized representatives of the parties.

7. Customer and Boeing agree that the Block D Aircraft will be treated exactly as Block B Aircraft except:

7.1 Delivery dates and pricing of Block D Aircraft will be determined by Table 1-D.

7.2 Letter Agreement FED-PA—LA-1001683 titled “Special Matters for Block D Aircraft” attached hereto is hereby added to the Purchase Agreement to reflect certain agreements between Customer and Boeing with respect to Block D Aircraft.

[ * ]

9. As a result of adding the Block D Aircraft to the Purchase Agreement, [ * ].

* 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.

S12 - 2

Supplemental Agreement 12 to

Purchase Agreement No. 3157

11. Boeing’s offer to add the Block D Aircraft to the Purchase Agreement will expire on September 3, 2010, if not accepted by written notice by such date.

12. This Supplemental Agreement 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 28, 2010, 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 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						FEDERAL EXPRESS CORPORATION
By:		/s/ XXXXXXX X. XXXX				By:		/s/ XXXXXXX X. XXXX
		Its: Attorney-In-Fact						Its: VP, Aircraft Acquisitions & SAO

S12 - 3

TABLE OF CONTENTS

ARTICLES				SA NUMBER
1.		Quantity, Model and Description
2.		Delivery Schedule
3.		Price
4.		Payment
5.		Miscellaneous
TABLE
1.		Aircraft Information Table			5
1B		Block B Aircraft Information Table			4
1C		Block C Aircraft Information Table			11
1C1		Block C Aircraft Information Table (MSN [ * ])			11
1D		Block D Aircraft Information Table			12
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 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.

P.A. No. 3157		SA 12
BOEING PROPRIETARY
1

LETTER AGREEMENT				SA 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
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-1000790R1		Special Matters for Block C Aircraft			11
FED-PA—LA-1001683		Special Matters for Block D Aircraft			12

* 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.

P.A. No. 3157		SA 12
BOEING PROPRIETARY
2

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

P.A. No. 3157		SA 12
BOEING PROPRIETARY
3

Exhibit A4 to

Purchase Agreement No. 3157

Page 1

BLOCK D AIRCRAFT CONFIGURATION

Dated September 3, 2010

relating to

BOEING MODEL 777-FREIGHTER BLOCK D AIRCRAFT

The Detail Specification for FedEx is Detail Specification D019W007FED7F-1, Rev B. Such Detail Specification will be comprised of Boeing Configuration Specification D019W007 Rev D and as amended to incorporate the Options attached here to, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW).

The Aircraft Basic Price reflects and includes all effects of such Optional Features, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

Supplemental Agreement No. 12

Exhibit A4 to Purchase Agreement No. 3157 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 Agreement No. 12		BOEING PROPRIETARY
Page 1

Exhibit A4 to Purchase Agreement No. 3157 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 Agreement No. 12		BOEING PROPRIETARY
Page 2

Exhibit A4 to Purchase Agreement No. 3157 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 Agreement No. 12		BOEING PROPRIETARY
Page 3

FED-PA-LA-1001683

Federal Express Corporation

0000 Xxxxx Xxxxx

Xxxxxxx XX 00000

Subject:		Special Matters for Block D 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 and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

[ * ]

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.

[ * ]

* 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.

P.A. Xx. 0000 (XX # 00)

XXXXXX XXXXXXXXXXX

XXX-XX—LA-1001683

Page 2

9. 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 D 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.

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.

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/ XXXXXXX X. XXXX
		Its: Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: September 3, 2010
FEDERAL EXPRESS CORPORATION
By:		/s/ XXXXXXX X. XXXX
		Its: VP, Aircraft Acquisitions & SAO

P.A. Xx. 0000 (XX # 00)

XXXXXX XXXXXXXXXXX

Supplemental Agreement No. 14

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 25 th of October 2010,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 one (1) Aircraft (Rescheduled Aircraft) as follows;

Serial Number		Current Delivery Month per SA # 8		Revised Delivery Month
[ * ]		[ * ]		[ * ]

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 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.

S14 - 1

Supplemental Agreement 14 to

Purchase Agreement No. 3157

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. 14.

2. Remove and replace, in its entirety, Table 1 to the Purchase Agreement with the revised Table 1 attached hereto to reflect changes relating to the Rescheduled Aircraft.

3. Customer hereby acknowledges and confirms that [ * ].

4. Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R1 is hereby cancelled and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R2.

5. Boeing’s offer to re-schedule the Rescheduled Aircraft (MSN [ * ]) will expire on November 1, 2010.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY						FEDERAL EXPRESS CORPORATION
By:		/s/ XXXXXX X. XXXX				By:		/s/ XXXXXXX X. XXXX
		Its: Attorney-In-Fact						Its: VP, Aircraft Acquisitions & SAO

* 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.

S14 - 2

TABLE OF CONTENTS

ARTICLES				SA NUMBER
1.		Quantity, Model and Description
2.		Delivery Schedule
3.		Price
4.		Payment
5.		Miscellaneous
TABLE
1.		Aircraft Information Table			14
1B		Block B Aircraft Information Table			4
1C		Block C Aircraft Information Table			13
1C1		Block C Aircraft Information Table (MSN [ * ])			11
1D		Block D Aircraft Information Table			12
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 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.

P.A. No. 3157		SA 14
BOEING PROPRIETARY
1

LETTER AGREEMENT				SA 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
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-1000790R1		Special Matters for Block C Aircraft			11
FED-PA—LA-1001683		Special Matters for Block D Aircraft			12

* 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.

P.A. No. 3157		SA 14
BOEING PROPRIETARY
2

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

P.A. No. 3157		SA 14
BOEING PROPRIETARY
3

The Boeing Company

X.X. Xxx 0000

Xxxxxxx, XX 00000-0000

October 19, 2010

6-1162-RRO-1144R2

Federal Express Corporation

0000 Xxxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attention:		Xx. Xxxxx Xxxxxxxx Managing Director — Aircraft Acquisitions & Sales
Subject:		[ * ]
Reference:		Supplemental Agreement Xx. 0, Xx. 00 and No. 14 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 Xx. Xxxxxxxx:

In consideration of the strong business relationship between Boeing and Customer, and Customer executing Supplemental Agreements Xx. 0, Xx. 00 and No. 14, Boeing has agreed to [ * ].

* 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.

Boeing Proprietary

6-1162-RRO-1144R2

October 19, 2010

Page 2

Further Customer agrees and acknowledges that Attachment A can not be revised/modified in anyway unless specifically agreed to in writing by Boeing.

Very truly yours,

THE BOEING COMPANY

By:		/s/ XXXXXX X. XXXX
		Its: Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: October 26, 2010

FEDERAL EXPRESS CORPORATION

By: /s/ XXXXXXX X. XXXX Its: VP, Aircraft Acquisitions & SAO

Boeing Proprietary

Supplemental Agreement No. 15

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 29 th of October 2010, 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 and Boeing desire to re-schedule the delivery of two (2) Aircraft (Rescheduled Aircraft) as follows;

Serial		Current Delivery		Revised Delivery
Number		Month per SA # 14		Month
[ * ]		[ * ]		[ * ]
[ * ]		[ * ]		[ * ]

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 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.

S15 - 1

Supplemental Agreement 15 to

Purchase Agreement No. 3157

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. 15.

2. Remove and replace, in its entirety, Table 1 to the Purchase Agreement with the revised Table 1 attached hereto to reflect changes relating to the Rescheduled Aircraft.

3. Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R2 is hereby cancelled and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R3.

4. Boeing’s offer to re-schedule the Rescheduled Aircraft will expire on November 1, 2010.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY						FEDERAL EXPRESS CORPORATION
By:		/s/ XXXXXX X. XXXX				By:		/s/ XXXXXXX X. XXXX
		Its: Attorney-In-Fact						Its: VP, Aircraft Acquisitions & SAO

S15 - 2

TABLE OF CONTENTS

ARTICLES				SA NUMBER
1.		Quantity, Model and Description
2.		Delivery Schedule
3.		Price
4.		Payment
5.		Miscellaneous
TABLE
1.		Aircraft Information Table			15
1B		Block B Aircraft Information Table			4
1C		Block C Aircraft Information Table			13
1C1		Block C Aircraft Information Table (MSN [ * ])			11
1D		Block D Aircraft Information Table			12
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 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.

P.A. No. 3157		SA 15
BOEING PROPRIETARY
1

LETTER AGREEMENT				SA 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
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-1000790R1		Special Matters for Block C Aircraft			11
FED-PA—LA-1001683		Special Matters for Block D Aircraft			12
6-1162-RRO-1144R3		[ * ]			15

* 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.

P.A. No. 3157		SA 15
BOEING PROPRIETARY
2

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

P.A. No. 3157		SA 15
BOEING PROPRIETARY
3

The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000

October 26, 2010

6-1162-RRO-1144R3

Federal Express Corporation

0000 Xxxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attention:		Xx. Xxxxx Xxxxxxxx Managing Director — Aircraft Acquisitions & Sales
Subject:		[ * ]
Reference:		Supplemental Agreement Xx. 0, Xx. 00, Xx. 00 and No. 15 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 Xx. Xxxxxxxx:

In consideration of the strong business relationship between Boeing and Customer, and Customer executing Supplemental Agreements Xx. 0, Xx. 00 Xx. 00 and No. 15, Boeing has agreed to [ * ].

* 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.

PA 3157		6-1162-RRO-1144R3
[*] as related to SA # 8, SA # 13, SA # 14 and SA#15

BOEING PROPRIETARY

Page 1

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

Very truly yours,
THE BOEING COMPANY
By:		/s/ XXXXXX X. XXXX
		Its: Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 29, 2010
FEDERAL EXPRESS CORPORATION
By:		/s/ XXXXXXX X. XXXX
		Its: VP, Aircraft Acquisitions & SAO

* 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.

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.

PA 3157		6-1162-RRO-1144R3
[*] as related to SA # 8, SA # 13, SA # 14 and SA#15

BOEING PROPRIETARY

Page 2