EX-101 INSTANCE DOCUMENT

Exhibit 10.2

Supplemental Agreement No. 22

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 11^th day of December 2012, 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); and

B. WHEREAS, Customer and Boeing desire to revise the Block B Special Matters Letter Agreement to clarify a specific [*] as a result of a change to the Purchase Agreement incorporated in prior Supplemental Agreement No. 20 and this Supplemental Agreement No 22.

C. WHEREAS, in consideration of Customer adding four (4) [ * ] 767-3S2F aircraft as described in Supplemental Agreement No. 3 to purchase agreement No. 3712, Customer desires to reschedule the delivery date of two (2) firm Aircraft as shown below:

        BOEING PROPRIETARY

D. WHEREAS, Customer desires to reschedule the delivery date of two (2) Option Aircraft as shown below:

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.

        BOEING PROPRIETARY

EXECUTED as of the day and year first above written.

        BOEING PROPRIETARY

TABLE OF CONTENTS

        BOEING PROPRIETARY

        BOEING PROPRIETARY

        BOEING PROPRIETARY

2. In Supplemental Agreement No. 20, these aircraft became firm aircraft.

3. The [ * ] factors used in this table are based on the 2Q 2012 forecast.

November 29, 2012

6-1162-SCR-155

Federal Express Corporation

3131 Democrat

Memphis, TN 38118

[ * ]

[ * ]

[ * ]

Nothing herein creates an obligation by Customer to purchase additional Kits.

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.

Attachment A to 6-1162-SCR-155

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

November 29, 2012

6-1162-SCR-154

Federal Express Corporation

3131 Democrat

Memphis, TN 38118

Dear Mr. Burkhart:

Boeing and Customer acknowledge and agree that, upon execution of SA 22 to the Purchase Agreement by the parties, [ * ].

[ * ]

For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on an interchangeable basis.

[ * ]

[ * ]

        BOEING PROPRIETARY

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.

        BOEING PROPRIETARY

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

6-1162-RRO-1066R1

November 29, 2012

Federal Express Corporation

3610 Hacks Cross Road

Memphis, TN 38125

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes 6-1162-RRO-1066 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

[ * ]

[ * ]

[ * ]

Contingent upon Customer selecting [ * ].

[ * ].

[ * ]

BOEING PROPRIETARY

[ * ]

[ * ]

[ * ]

Boeing acknowledges Customer may desire to have earlier delivery positions for the Block B Aircraft. Boeing agrees to keep Customer apprised of any earlier delivery positions which may become available (subject to manufacturing and production constraints).

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 B 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.

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 forgoing, 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 hereto, and as required by law.

If the foregoing correctly sets forth your understanding of our agreement with respect to matters described above, please indicate your acceptance and approval below.

BOEING PROPRIETARY

Very truly yours,

BOEING PROPRIETARY