Exhibit 101.1 Interactive Data Files Exhibit 104.1 Cover Page Interactive Data File

Exhibit 10.1

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. 33

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 33 (SA-33), entered into as of December 30, 2020 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. 3157, dated November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft);

B. WHEREAS, Customer notified Boeing that Customer will not exercise its right to purchase two (2) Option Aircraft identified in the table below (collectively, SA-33 Canceled Option Aircraft), as such rights are defined in Letter Agreement 6-1162-RR0-1062. Therefore both SA-33 Canceled Option Aircraft will be removed from the Purchase Agreement under this SA-33 and in accordance with terms of such Letter Agreement:

C. WHEREAS, Customer and Boeing desire to document previously agreed upon changes to the 777 Detail Specification with executed option proposals for such changes (Unincorporated Changes), and provide clarification regarding the price of such Unincorporated Changes.

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 SA-33.

2. Revise and replace in its entirety the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, attached hereto, to reflect the removal of the two (2) SA-33 Canceled Option Aircraft, as described in Recital Paragraph B above.

3. Upon execution of this SA-33 the two (2) SA-33 Canceled Option Aircraft described in Recital Paragraph B above are hereby cancelled from the Purchase Agreement decreasing the total quantity of Option Aircraft to twenty-three (23), inclusive of the fourteen (14) SA-30 Option Aircraft.

4. In accordance with the terms of Letter Agreement 6-1162-RRO-1062, [*].

5. Add Letter Agreement FED-PA-3157-LA-1902776R1, Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft, to provide clarification regarding the price of certain Unincorporated Changes, as described in Recital Paragraph C above.

6. This SA-33 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to December 30, 2020.

7. References in the Purchase Agreement and any supplemental agreements and associated letter agreements to letter agreement listed in the left column of the below table shall be deemed to refer to the corresponding letter agreement listed in the right column of the below table.

BOEING PROPRIETARY

EXECUTED as of the day and year first above written.

BOEING PROPRIETARY

TABLE OF CONTENTS

BOEING PROPRIETARY

BOEING PROPRIETARY

BOEING PROPRIETARY

BOEING PROPRIETARY

BOEING PROPRIETARY

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

FED-PA-3157-LA-1902776R1

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38118

All terms used but not defined in this letter (Letter Agreement) shall have the same meaning as in the referenced 777 Purchase Agreement. This Letter Agreement cancels and supersedes FED-PA-3157-LA-1902776 in its entirety.

1.1 The 777 Purchase Agreement sets forth the Detail Specification pursuant to which Boeing manufactures Customer’s Aircraft.

1.2 Pursuant to Article 4, Detailed Specification; Changes, of the AGTA, Boeing and Customer have agreed upon certain changes to the 777 Aircraft Specification by executing option proposals (each an Option Proposal) for such changes (each an Unincorporated Change). Option Proposals detail the pricing (Unincorporated Change Price), effective date for the Unincorporated Change, and applicable Aircraft by manufacturer serial number (MSN).

BOEING PROPRIETARY

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.

Very truly yours,

BOEING PROPRIETARY

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.