Supplemental Agreement No. 20 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. 20

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 14th day of December 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 (Aircraft); and

WHEREAS, Customer desires to exercise two (2) Option Aircraft under Letter Agreement 6-1162-RRO-1062 to the Purchase Agreement and reschedule the delivery of such Aircraft as identified in the table below:

		Existing Delivery Dates of Option Aircraft		Revised Delivery Dates of Exercised Option Aircraft
		[*]		[*]
		[*]		[*]

WHEREAS, Customer desires to reschedule the delivery dates of two (2) Option Aircraft under Letter Agreement 6-1162-RRO-1062 to the Purchase Agreement as shown in the table below:

		Existing Delivery Dates of Option Aircraft		Revised Delivery Dates of Option 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.

P.A. No. 3157 1 SA 20

BOEING PROPRIETARY

WHEREAS, Customer desires to re-schedule the delivery of certain Block C and D firm Aircraft and certain Block B conditional firm Aircraft as identified in the table below:

		Manufacturer’s Serial Number		Aircraft Block		Current Delivery Dates of Aircraft		Revised Delivery Dates of Aircraft
		41736		D		[*]		[*]
		41737		D		[*]		[*]
		41750		C		[*]		[*]
		40671		B		[*]		[*]
		40672		B		[*]		[*]
		40673		B		[*]		[*]
		40676		B		[*]		[*]
		40679		B		[*]		[*]
		40682		B		[*]		[*]

WHEREAS, Customer desires to accelerate the delivery dates of two (2) Block B conditional firm Aircraft as identified in the table below, and Customer agrees, with respect to these two Aircraft, to remove the special condition (reference Letter Agreement 6-1162-RRO-1068), resulting in these two Aircraft becoming firm Aircraft upon execution of this Supplemental Agreement No. 20:

		Manufacturer’s Serial Number		Aircraft Block		Current Delivery Dates of Aircraft		Revised Delivery Dates of Aircraft
		40674		B		[*]		[*]
		40675		B		[*]		[*]

WHEREAS, the parties agree to amend the Purchase Agreement concerning the Option Aircraft base year price changes as reflected in paragraph 5 herein.

* 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 20

BOEING PROPRIETARY

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. 20.

2. Add a new Table 1-A to incorporate the two Block B conditional firm Xxxxxxxx, XXXx 00000 and 40675, as firm Aircraft, with delivery dates of [*]and [*], respectively.

3. Remove and replace, in its entirety, the “Table 1-B” with the revised Table 1-B attached hereto to reflect (i) the removal of XXXx 00000 and 40675 and (ii) the revised delivery dates and advance payments of the rescheduled Aircraft.

4. Customer and Boeing hereby acknowledge and confirm that the two (2) Option Aircraft under Letter Agreement 6-1162-RRO-1062 with delivery months [*] and [*] (rescheduled under this Supplemental Agreement No. 20 to [*] and [*], respectively) are hereby exercised by this Supplemental Agreement No. 20 and will be collectively classified as Block C Aircraft (Block C). [*]. Remove and replace, in its entirety, the “Table 1-C2” with the revised Table 1-C2 attached hereto to reflect the delivery dates and advance payments as a result of (i) the exercise of two (2) Option Aircraft, (ii) the rescheduling of those two (2) exercised Option Aircraft as Block C Aircraft and (iii) the rescheduling of the Block C Aircraft bearing MSN 41750 from [*] to [*].

5. Remove and replace, in its entirety, Letter Agreement FED-PA-LA-1000790R2 entitled “Special Matters for Block C Aircraft” with FED-PA-LA-1000790R3 entitled “Special Matters for Block C Aircraft” to provide [*].

6. Remove and replace, in its entirety, the “Table 1-D” with the revised Table 1-D attached hereto to reflect the delivery dates and advance payments of the two (2) Block D Aircraft rescheduled by this Supplemental Agreement No. 20.

7. Remove and replace, in its entirety, the Attachment to Letter 6-1162-RRO-1062 with the revised Attachment to Letter 6-1162-RRO-1062 attached hereto to reflect the delivery dates, pricing and advance payments as a result of (i) the exercise of the two (2) Option Aircraft under paragraph 4. above and (ii) the rescheduling the two (2) Option Aircraft with delivery months of [*] and [*] to [*] and [*], respectively.

* 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 20

BOEING PROPRIETARY

8. Add letter agreement 6-1162-SCR-137, 777F Miscellaneous Matters to the Purchase Agreement to reflect certain business considerations related to this Supplemental Agreement No. 20.

9. Customer and Boeing acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R6 entitled “[*]” is hereby cancelled and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R7 entitled “[*]”.

10. As a result of the changes incorporated in this Supplemental Agreement No. 20, excess advance payments in the amount of [*] are currently held by Boeing. Customer and Boeing agree that [*].

11. This Supplemental Agreement No. 20 shall not be effective unless (i) executed and delivered by Customer and Boeing on or prior to December 15, 2011 and (ii) Customer and Boeing execute and deliver Purchase Agreement No. 3712 for the purchase of 767-300F aircraft on or before December 15, 2011.

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 4 SA 20

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			20
		1B		Block B Conditional Firm Aircraft Information Table			20
		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 5 SA 20

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 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		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 6 SA 20

BOEING PROPRIETARY

			September 30,
		DATED AS OF:
SUPPLEMENTAL AGREEMENTS
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 __, 2011

P.A. No. 3157 7 SA 20

BOEING PROPRIETARY

Table 1-A 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

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):

180.3

Aircraft Basic Price (Excluding BFE/SPE):

[ * ]

Base Year Index (CPI):

195.4

Buyer Furnished Equipment (BFE) Estimate:

[ * ]

Seller Purchased Equipment (SPE) Estimate:

[ * ]

Non-Refundable Deposit/Aircraft at Def Agreemt:

[ * ]

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to  Delivery):

Delivery Date

Number of Aircraft

Factor (Airframe)

MSN

Adv Payment Base Price Per A/P

At Signing 1%

24 Mos. 4%

21/18/15/12/9/6 Mos. 5%

Total 35%

[ * ]

1

[ * ]

40674

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40675

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

Total:

2

NOTE:  The aircraft included on this Table were formerly Conditional Firm Aircraft - reference letter agreement 6-1162-RRO-1068.

* 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 Supplemental Agreement No. 20

Table 1-B to

Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B Conditional Firm

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):

180.3

Aircraft Basic Price (Excluding BFE/SPE):

[ * ]

Base Year Index (CPI):

195.4

Buyer Furnished Equipment (BFE) Estimate:

[ * ]

Seller Purchased Equipment (SPE) Estimate:

[ * ]

Non-Refundable Deposit/Aircraft at Def Agreemt:

[ * ]

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

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

Price Per A/P

1%

4%

5%

35%

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40671

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40672

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40673

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40676

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40679

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

40682

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

Total:

13

* 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		BOEING PROPRIETARY		Supplemental Agreement No. 20
				Page 1

Table 1-C2 to

Purchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments

September 30,

September 30,

September 30,

September 30,

September 30,

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-08

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):

103.1

Aircraft Basic Price (Excluding BFE/SPE):

[ * ]

Base Year Index (CPI):

208.2

Buyer Furnished Equipment (BFE) Estimate:

[ * ]

Seller Purchased Equipment (SPE) Estimate:

[ * ]

Deposit per Aircraft

[ * ]

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to  Delivery):

Delivery Date

Number of Aircraft

Factor (Airframe)*

MSN

Adv Payment Base Price Per A/P

At Signing 1%

24 Mos. 4%

21/18/15/12/9/6 Mos. 5%

Total 35%

[ * ]

1

[ * ]

N/A

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

41750

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

N/A

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

N/A

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

Total:

4

* 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		BOEING PROPRIETARY		Supplemental Agreement No. 20
				Page 1

Table 1-D to

Purchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments

September 30,

September 30,

September 30,

September 30,

September 30,

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:

[ * ]

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

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

[ * ]

41439

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

41440

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

41736

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

41737

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

4

[ * ]

²  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		BOEING PROPRIETARY		Supplemental Agreement No. 20
54641, 55684, 56375 and 58384				Page 1

Attachment to

Letter 6-1162-RRO-1062

Option Aircraft Delivery, Description, Price, and Advance Payments

September 30,

September 30,

September 30,

September 30,

September 30,

Airframe Model/MTOW:

777-Freighter

766000 pounds

Detail Specification: D019W007FED7F-1 Rev NEW

Engine Model/Thrust:

GE90-110B1L

110100 pounds

Airframe Price Base Year/Escalation Formula:

Jul-08

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):

103.1

Aircraft Basic Price (Excluding BFE/SPE):

[ * ]

Base Year Index (CPI):

208.2

Buyer Furnished Equipment (BFE) Estimate:

[ * ]

Seller Purchased Equipment (SPE) Estimate:

[ * ]

Deposit/Aircraft at Def Agreemt:

[ * ]

Forecast:

2Q08

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

September 30,

Escalation

Escalation Estimate

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to  Delivery):

Delivery Date

Number of Aircraft

Factor (Airframe)*

Adv Payment Base Price Per A/P

Balance At Option Exercise  1%

24 Mos. 4%

21/18/15/12/9/6 Mos. 5%

Total 35%

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

1

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

[ * ]

Total:

11

[ * ]

* 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		BOEING PROPRIETARY		Supplemental Agreement No. 20
50271-10.TXT				Page 1

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

December 14, 2011

6-1162-RRO-1144R7

Federal Express Corporation

0000 Xxxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attention:		Xx. Xxxxx Xxxxxxxx Managing Director – Aircraft Acquisitions & Sales
Subject:		[*]
Reference:		Supplemental Agreement No. 8, Nos. 13 through No. 16, and No. 18 through No. 20 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 No. 8, Nos. 13 through No. 16, and No. 18 through No. 20, 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. 3157, 6-1162-RRO-1144R7				SA-20
[*]				Page 1

BOEING PROPRIETARY

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:		December 14 , 2011
FEDERAL EXPRESS CORPORATION
By:		/ss XXXXXXX X. XXXX
Its:		Vice President

P.A. 3157, 6-1162-RRO-1144R7				SA-20
[*]				Page 2

BOEING PROPRIETARY

Attachment A to 6-1162-RRO-1144R7

[ * ]

* 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-1144R7				SA-20
[*]				Page 1

BOEING PROPRIETARY

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

FED-PA—LA-1000790R3

Federal Express Corporation

0000 Xxxxx Xxxxx

Xxxxxxx XX 00000

Subject: Special Matters for Block C 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.

[*]

9. 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.

10. ASSIGNMENT

[*] and cannot be assigned, in whole or in part, without the prior written consent of The Boeing Company.

* 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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BOEING PROPRIETARY

11. PUBLIC ANNOUNCEMENT

Notwithstanding the terms in the Purchase Agreement, neither Party shall, except as required by law, in any manner advertise or make any public statement regarding Customer’s purchase of the Block C 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 or as set forth in the Confidential Treatment paragraph below.

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.

12. EFFECTIVENESS

This letter agreement shall not become effective unless and until Supplemental Agreement No. 20 becomes effective.

P.A. 3157, FED-PA-LA-1000790R3				SA-20
Special Matters for Block C Aircraft				Page 2

BOEING PROPRIETARY

Very truly yours,
THE BOEING COMPANY
By:		/s/ XXXXXX X. XXXX
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: December 14 , 2011
FEDERAL EXPRESS CORPORATION
By:		/s/ XXXXXXX X. XXXX
Its:		Vice President

P.A. 3157, FED-PA-LA-1000790R3				SA-20
Special Matters for Block C Aircraft				Page 3

BOEING PROPRIETARY

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

6-1162-SCR-137

Federal Express Corporation

0000 Xxxxx Xxxxx Xxxx

Xxxxxxx, XX 00000

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

This letter agreement (Letter Agreement) 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.

1.		[*]
2.		[*]
3.		[*]

4. Entire Agreement. This Agreement and the Purchase Agreement contain the entire agreement between the parties and supersede all previous proposals, understandings, commitments or representations, oral or written, with respect to the subject matter hereof.

5. Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Agreement as confidential. Customer and Boeing agree that it will treat this Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this 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 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.

* 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-137				December 12, 2011
777F Miscellaneous Matters				Page 1

BOEING PROPRIETARY

AGREED AND ACCEPTED this
December 14, 2011
Date
THE BOEING COMPANY				FEDERAL EXPRESS CORPORATION
/s/ XXXXXX X. XXXX				/s/ XXXXXXX X. XXXX
Signature				Signature
Xxxxxx X. Xxxx				Xxxxxxx X. Xxxx
Printed name				Printed name
Attorney-in-Fact				Vice President
Title				Title

6-1162-SCR-137				December 12, 2011
777F Miscellaneous Matters				Page 2

BOEING PROPRIETARY