Supplemental Agreement No. 21 to Purchase Agreement No. 3157 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 777-FREIGHTER Aircraft

Exhibit 10.2

Supplemental Agreement No. 21

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 day of June 2012, 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 cancel four (4) Block B Aircraft as shown in the Table below:

Manufacturer’s Serial Number		Existing Delivery Date
40677		[*]
40678		[*]
40680		[*]
40681		[*]

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 21
		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. 21.

2. The following four (4) Block B Aircraft are hereby cancelled, and neither Boeing nor Customer shall have any further obligation with respect thereto except as set forth herein:

Manufacturer’s Serial Number		Existing Delivery Date
40677		[*]
40678		[*]
40680		[*]
40681		[*]

3. Remove and replace, in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to reflect the change in quantity of the Aircraft.

4. As a result of the changes incorporated in this Supplemental Agreement No. 21, excess advance payments in the amount of [*] are currently held by Boeing. Customer and Boeing agree that [*].

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: 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 21
		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 [*] Aircraft Information Table		20
		1B		Block B [*] 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

* 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 21
		BOEING PROPRIETARY

				SA NUMBER
LETTER AGREEMENT
3157-01		777 Spare Parts Initial Provisioning
3157-02		Demonstration Flight Waiver
6-1162-RCN-1785		[*]
6-1162-RCN-1789		Option Aircraft		Exercised
		Attachment to Letter 6-1162-RCN-1789		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		20
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		4
		Letter Agreement 6-1162-RRO-1062
6-1162-RRO-1068		Special Provision – Block B Aircraft		4
FED-PA-LA-1000790R3		Special Matters for Block C Aircraft		20
FED-PA-LA-0000000X0		Special Matters for Block D Aircraft		19
6-1162-RRO-1144R7		[*]		20
6-1162-SCR-137		777F Miscellaneous Matters		20

* 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 21
		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 27, 2011
Supplemental Agreement No. 20		December 14, 2011
Supplemental Agreement No. 21		June 29, 2012

P.A. No. 3157		5		SA 21
		BOEING PROPRIETARY

Table 1-B to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B [*]

Airframe Model/MTOW:		777-Freighter		766000 pounds		Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011
Engine Model/Thrust:		GE90-110B1L		110000 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):		[*]
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 Agreemt:				[*]

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%

[*]

1

[*]

40683

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40684

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40685

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40671

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40672

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40673

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40676

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40679

[*]

[*]

[*]

[*]

[*]

[*]

1

[*]

40682

[*]

[*]

[*]

[*]

[*]

Total:

9

* 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.

APR 50270				Supplemental Agreement #21 Page 1
		BOEING PROPRIETARY