EX-10.10 11 d877381dex1010.htm EX-10.10

Exhibit 10.10

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 (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

Supplemental Agreement No. 32

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 32 (SA-32), entered into as of February 28, 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 and Boeing desire to reschedule the delivery month of two (2) Block E1 Aircraft, as shown in the table below (SA-32 Accelerated Block E1 Aircraft):

Aircraft Block |  | MSN |  |  | Table |  |  | Existing Delivery Month of Aircraft |  |  | Revised Delivery Month of Aircraft |
E1 |  |  | 66257 |  |  |  | 1-E1 |  |  |  | [* | ] |  |  | [* | ]
E1 |  |  | 66258 |  |  |  | 1-E1 |  |  |  | [* | ] |  |  | [* | ]

C. [*].

D. [*].

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.

P.A. No. 3157 |  | 1 |  | SA-32

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

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. 32.

2. Boeing and Customer agree that upon execution of this Supplemental Agreement No. 32 the SA-32 Accelerated Block E1 Aircraft are hereby rescheduled as described in Recital Paragraph B above.

3. Remove and replace, in its entirety, “Table 1-E1” Block E Firm Aircraft Information Table (Block E1), with the revised Table 1-E1, attached hereto, to reflect the revised delivery date month, [*], [*], and [*] resulting from the acceleration of the two (2) Block E1 Aircraft described in Recital Paragraph B above.

4. Remove and replace, in its entirety, Letter Agreement 6-1169-LKJ-0778, SA-30 [*] Matters, with Letter Agreement 6-1169-LKJ-0778R1, SA-30 and SA-32 [*] Matters, attached hereto, to [*].

5. Add new Letter Agreement FED-PA-3157-LA-2000906, [*] as related to SA-32 and SA-14, to the Purchase Agreement, to [*].

6. This Supplemental Agreement No. 32 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to February 28, 2020, and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 14 to Purchase Agreement No. 3712 on or prior to February 28, 2020.

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

Reference |  | Replacement Reference |
6-1169-LKJ-0778 |  |  | 6-1169-LKJ-0778R1 |

P.A. No. 3157 |  | 2 |  | SA-32

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

EXECUTED as of the day and year first above written.

FEDERAL EXPRESS CORPORATION |  |  |  |  |  | THE BOEING COMPANY
By: |  | /s/ Kevin A. Burkhart |  |  |  | By: |  | /s/ Steve Otto
Name: |  | Kevin A. Burkhart |  |  |  | Name: |  | Steve Otto
Title: |  | Vice President |  |  |  | Title: |  | Attorney-In-Fact

P.A. No. 3157 |  | 3 |  | SA-32

BOEING PROPRIETARY

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 |  |  | 30 |
|  | 1-A |  | Block B Firm Aircraft Information Table |  |  | 31 |
|  | 1-B |  | Block B Conditional Firm Aircraft Information Table |  |  | 30 |
|  | 1-C |  | Block C Aircraft Information Table |  |  | 13 |
|  | 1-C1 |  | Block C Aircraft Information Table (MSN 39285) |  |  | 11 |
|  | 1-C2 |  | Block C Aircraft Information Table |  |  | 29 |
|  | 1-D |  | Block D Aircraft Information Table |  |  | 31 |
|  | 1-E1 |  | Block E Firm Aircraft Information Table (Block E1) |  |  | 32 |
|  | 1-E2 |  | Block E Conditional Firm Aircraft Information Table (Block E2) |  |  | 30 |
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 |
|  | A5. |  | Aircraft Configuration (Block E Aircraft) |  |  | 30 |
|  | 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 |  | 4 |  | SA-32

BOEING PROPRIETARY

LETTER AGREEMENT |  | SA NUMBER |
3157-01 |  | 777 Spare Parts Initial Provisioning |  |  |  |
3157-02 |  | Demonstration Flight Waiver |  |  |  |
6-1162-RCN-1785 |  | Demonstrated Compliance |  |  |  |
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-1798R1 |  | 777 Boeing Converted Freighter |  |  | 4 |
6-1162-RCN-1799R1 |  | [*] |  |  | 24 |
6-1162-RRO-1062 |  | Option Aircraft |  |  | 4 |
|  | Attachment to Letter 6-1162-RRO-1062 |  |  | 30 |
6-1162-RRO-1065 |  | Performance Guarantees for Block B Aircraft |  |  | 4 |
6-1162-RRO-1066R1 |  | Special Matters for Block B Aircraft |  |  | 22 |
6-1162-RRO-1067R1 |  | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 |  |  | 30 |
6-1162-RRO-1068R1 |  | Special Provision – Block B and Block E2 Aircraft |  |  | 30 |
FED-PA-LA-1000790R3 |  | Special Matters for Block C Aircraft |  |  | 20 |
FED-PA-LA-1001683R2 |  | Special Matters for Block D Aircraft |  |  | 19 |
6-1162-RRO-1144R7 |  | [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 |  |  | 20 |
6-1162-SCR-137 |  | 777F Miscellaneous Matters |  |  | 20 |
6-1162-SCR-154 |  | [*] Letter |  |  | 22 |
6-1162-SCR-155 |  | [*] Engine Hard Mount Letter |  |  | 22 |
6-1162-SCR-186 |  | [*], Non-Isolated Engine Mounts Letter |  |  | 23 |
6-1162-SCR-193R1 |  | [*] Matters and [*] Special Matters |  |  | 30 |

P.A. No. 3157 |  | 5 |  | SA-32

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

LETTER AGREEMENT (Con’t) |  | SA NUMBER
6-1162-LKJ-0726 |  | [*] SA-24 Accelerated Block B Aircraft |  | 24
6-1162-LKJ-0737R1 |  | Special Matters – SA-26 Accelerated Block C Aircraft |  | 29
6-1162-LKJ-0758 |  | Special Matters – SA-27 Accelerated Block B Aircraft |  | 27
6-1162-LKJ-0768 |  | Special Matters – SA-28 Accelerated Aircraft |  | 28
6-1162-LKJ-0766 |  | Special Matters – SA-29 Accelerated Aircraft |  | 29
6-1162-LKJ-0767 |  | Special Considerations – SA-29 |  | 29
FED-PA-3157-LA-1802894 |  | Special Matters for Block E Aircraft |  | 30
6-1169-LKJ-0776 |  | SA-30 Option Aircraft |  | 30
6-1169-LKJ-0777 |  | Special Matters – SA-30 Option Aircraft |  | 30
6-1169-LKJ-0778 R1 |  | SA-30 and SA-32 [*] Matters |  | 32
FED-PA-3157-LA-2000906 |  | [*] as related to SA-32 and SA-14 |  | 32

P.A. No. 3157 |  | 6 |  | SA-32

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

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, 211
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
Supplemental Agreement No. 22 |  | December 11, 2012
Supplemental Agreement No. 23 |  | December 10, 2013
Supplemental Agreement No. 24 |  | May 4, 2016
Supplemental Agreement No. 25 |  | June 10, 2016

P.A. No. 3157 |  | 7 |  | SA-32

BOEING PROPRIETARY

SUPPLEMENTAL AGREEMENTS (Con’t) |  | DATED AS OF:
Supplemental Agreement No. 26 |  | February 10, 2017
Supplemental Agreement No. 27 |  | October 12, 2017
Supplemental Agreement No. 28 |  | January 28, 2018
Supplemental Agreement No. 29 |  | February 2, 2018
Supplemental Agreement No. 30 |  | June 18, 2018
Supplemental Agreement No. 31 |  | September 14, 2018
Supplemental Agreement No. 32 |  | , 2020

P.A. No. 3157 |  | 8 |  | SA-32

BOEING PROPRIETARY

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

6-1169-LKJ-0778 R1 |  | FedEx contract #

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38125

Subject: | SA-30 and SA-32 [*] Matters

References: | (a) Purchase Agreement No. 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the 777 Purchase Agreement)

(b) Purchase Agreement No. 3712 between Boeing and Customer relating to Model 767-3S2F aircraft (the 767 Purchase Agreement)

(c) Letter Agreement FED-PA-03712-LA-1106159R1, Special Matters Concerning [*]

All terms used but not defined in this Letter Agreement (Letter Agreement) shall have the same meaning as in the 767 Purchase Agreement and the 777 Purchase Agreement.

1. As a result of SA-30 and SA-32 to the 777 Purchase Agreement, as well as SA-11 and SA-14 to the 767 Purchase Agreement, Customer will owe certain 777 Advance Payments or 767 Advance Payments during calendar years [*] in accordance with the advance payment schedules provided in the Table 1 of the 777 Purchase Agreement and 767 Purchase Agreement (Standard Advance Payment Schedule) and the reference (c) letter agreement. [*]

6-1169-LKJ-0778R 1 SA-30 and SA-32 [*] Matters |  |  |  | SA-32 Page 1

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

1.1 [*]

Table 1.1

Table in PA |  | Contracted Delivery Date |  | MSN+ |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  |
Table 1-A |  | [*] |  | 40676 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40679 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66256 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40673 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40676 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40679 |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  |
Table 1-A |  | [*] |  | 40676 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40679 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66259 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66260 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66259 |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  |
Table 1-E2 |  | [*] |  | 66264 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66260 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66262 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66265 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66263 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66259 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66264 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66260 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66262 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66265 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66263 |  | [*] |  | [*] |  | [*]
Table 1-E2 |  | [*] |  | 66264 |  | [*] |  | [*] |  | [*]
+ Manufacture Serial Number(s) (MSNs) identified are for informational purposes only and subject to change. |  | [*] |  | [*] |  |
| [*] |  | [*] |  |

6-1169-LKJ-0778R 1 SA-30 and SA-32 [*] Matters |  |  |  | SA-32 Page 2

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

1.2 [*]

Table 1.2

Table in PA |  | Contracted Delivery Date |  | MSN+ |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66256 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40676 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40679 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66255 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66256 |  | [*] |  | [*] |  | [*]
Table 1-A |  | [*] |  | 40673 |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  |

Table 1.3

Table in PA |  | Contracted Delivery Date |  | MSN+ |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
|  |  |  |  |  | [*] |  | [*] |  |
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66257 |  | [*] |  | [*] |  | [*]
Table 1-E1 |  | [*] |  | 66258 |  | [*] |  | [*] |  | [*]
+ Manufacture Serial Number(s) (MSNs) identified are for informational purposes only and subject to change. |  | [*] |  | [*] |  |
| [*] |  | [*] |  |

6-1169-LKJ-0778R 1 SA-30 and SA-32 [*] Matters |  |  |  | SA-32 Page 3

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

2. [*]

3. [*] will be paid in accordance with the Standard Advance Payment Schedule and the reference (c) letter agreement. If the contractual obligations set forth in the 777 Purchase Agreement or 767 Purchase Agreement are revised prior to [*], Boeing and Customer will work in good faith to revise this Letter Agreement accordingly.

4. CONFIDENTIAL TREATMENT.

Customer and Boeing consider 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 foregoing, Boeing acknowledges that 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 company, FedEx Corporation, and to Customer’s and FedEx Corporation’s professional advisors under a duty of confidentiality with respect thereto, and as required by law.

ACCEPTED AND AGREED TO this |  |  |  |  |  |
Date: |  | February 28, 2020 |  |  |  |  |  |
FEDERAL EXPRESS CORPORATION |  |  |  |  |  | THE BOEING COMPANY
By: |  | /s/ Kevin A. Burkhart |  |  |  | By: |  | /s/ Steve Otto
Name: |  | Kevin A. Burkhart |  |  |  | Name: |  | Steve Otto
Title: |  | Vice President |  |  |  | Title: |  | Attorney-In-Fact

6-1169-LKJ-0778R 1 SA-30 and SA-32 [*] Matters |  |  |  | SA-32 Page 4

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

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

FED-PA-3157-LA-2000906 |  | FedEx contract #

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38125

Subject: | [*] as related to SA-32 and SA-14

References: | (a) Purchase Agreement No. 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (777 Purchase Agreement)

(b) Purchase Agreement No. 3712 between Boeing and Customer relating to Model 767-3S2F aircraft (767 Purchase Agreement)

(c) Letter Agreement FED-PA-03712-LA-1106159R1, Special Matters Concerning [*], associated with the 767 Purchase Agreement

(d) Letter Agreement No. 6-1169-LKJ-0778R1, SA-30 and SA-32 [*] Matters, associated with the 777 Purchase Agreement

This letter agreement (Letter Agreement) amends and supplements the 777 Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the 777 Purchase Agreement and the 767 Purchase Agreement.

1. Background.

In consideration of the strong business relationship between Boeing and Customer and Customer executing Supplemental Agreement No. 32 to the 777 Purchase Agreement (SA-32) and Supplemental Agreement No. 14 to the 767 Purchase Agreement (SA-14), Boeing has agreed to [*].

2. [*].

2.1 [*]

2.2 [*]

FED-PA-3157-LA-2000906 [*] as related to SA-32 and SA-14 |  |  |  | SA-32 Page 1

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

ACCEPTED AND AGREED TO this |  |  |  |  |  |
Date: |  | February 28, 2020 |  |  |  |  |  |
FEDERAL EXPRESS CORPORATION |  |  |  |  |  | THE BOEING COMPANY
By: |  | /s/ Kevin A. Burkhart |  |  |  | By: |  | /s/ Steve Otto
Name: |  | Kevin A. Burkhart |  |  |  | Name: |  | Steve Otto
Title: |  | Vice President |  |  |  | Title: |  | Attorney-In-Fact

Omitted Attachment

An attachment to this exhibit regarding delivery and pricing of certain B777F aircraft manufactured by The Boeing Company for FedEx has 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 a copy of this attachment to the Securities and Exchange Commission or its staff upon request.

FED-PA-3157-LA-2000906 [*] as related to SA-32 and SA-14 |  |  |  | SA-32 Page 2

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.