Supplemental Agreement No. 1 to Purchase Agreement No. 3157

Exhibit 10.13

Supplemental Agreement No. 1

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 16 ^th day of June, 2008, 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 (as amended and supplemented), relating to the purchase and sale of certain Boeing Model 777- FREIGHTER aircraft (the Aircraft); and

WHEREAS, Customer desires to reschedule three Aircraft scheduled for delivery in February, May, 2010 and March 2011 to June 2010(two Aircraft) and June 2011 plus reschedule one option aircraft scheduled for delivery in May 2011 to February 2014;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All capitalized terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

1.

In order to reschedule the three Aircraft scheduled for delivery in February, May, 2010 and March 2011 to June 2010(two Aircraft) and June 2011, Table 1 to the Purchase Agreement is hereby deleted and replaced with a new Table 1 which is attached hereto. Boeing hereby agrees that such Aircraft slides are at ‘no charge’ to Customer.

Supplemental Agreement 1 to Purchase Agreement No. 3157		page 2

2.		In order to reschedule one option aircraft scheduled for delivery in May 2011 to February 2014, the attachment to Letter 6-1162-RCN-1789, is hereby deleted and replaced with a new attachment to Letter 6-1162-RCN-1789 which is attached hereto.
3.		Customer agrees that Boeing will retain the excess advance payments that result from the rescheduling in paragraph 1 and will apply them to the first advance payment(s) due by Customer subsequent to the date of this Supplemental Agreement.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY				FEDERAL EXPRESS CORPORATION
By:		/s/ R.C. Nelson		By:		/s/ Phillip C. Blum
		Its: Attorney-In-Fact				Its: Vice President —
						Aircraft Acquisitions/SAO

Table 1 to
Purchase Agreement No. 3157
Aircraft Delivery, Description, Price and A