2. AMENDMENT/MODIFICATION NO.

040

3. EFFECTIVE DATE  

01/04/2016

5. PROJECT NO.

(If applicable)

7. ADMINISTERED BY

(IF OTHER THAN ITEM 6)

ALAINA EARL

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW

Room 1P 650

Washington DC 20260-0650

(202) 268-6580

Air Transportation CMC

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State, and Zip Code)

FEDERAL EXPRESS CORPORATION

3610 HACKS CROSS ROAD

MEMPHIS TN 38125-8800

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

   x

10A. MODIFICATION OF CONTRACT/ORDER NO.

ACN-13-FX

10B. DATED (SEE ITEM 13)

04/23/2013

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning                  copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12.    ACCOUNTING AND APPROPRIATION DATA     (If  Required)

         See Schedule

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify Clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.

THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

By Mutual Agreement of the Contracting Parties

E. IMPORTANT:     Contractor ¨ is not, x is required to sign this document and return                     copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this modification is to incorporate the following effective with the January Operating Period (Operating Period 28):

The aviation supplier will provide capacity above the level required in the contract ([*] per week or [*] average daily volume), beginning Operating Period 28. For any month thereafter when the weekly volume accepted by the aviation supplier is greater than [*] cubic feet on an Origin and Destination basis the following conditions will apply:

A) All Service and Scan penalties (reductions in payment) will be eliminated

Continued...

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER

(Type or print)

Paul J. Herron, Vice President

16A. NAME AND TITLE OF CONTRACTING OFFICER

(Type or print)

    Brian Mckain

15B. CONTRACTOR/OFFEROR

/s/ PAUL J. HERRON

(Signature of person authorized to sign)

15C. DATE SIGNED

11/9/2015

16B. CONTRACT AUTHORITY

    /s/ BRIAN MCKAIN

(Signature of Contracting Officer)

16C. DATE SIGNED

11/9/15

CONTINUATION SHEET

PAGE OF

2         2

CONTRACT/ORDER NO.

ACN-13-FX/040

AWARD/ EFFECTIVE DATE  

01/04/2016

SOLICITATION ISSUE DATE

    UNIT    

AMOUNT

B) Shipments that fall between 0 and 60 months late [*]

C) The aviation supplier will guarantee space to accommodate up to 105% of the Planned Capacity from each origin daily. The aviation supplier will accept mail, where possible, in excess of 105% of the Planned Capacity.

D) The aviation supplier will provide [*] cubic feet of capacity out of Oakland, CA (OAK) carrying Sacramento, CA (SMF) volume for Operating Period 28. The SMF volumes will be tendered at the OAK ramp and move from OAK. The Postal Service is responsible for the drayage.

E) For Operating Period 28 volume originally planned to Manchester (MHT), the aviation supplier will accept the following for Boston, MA (BOS):

- Additional [*] cubic feet on Tuesday, Wednesday, Thursday, Friday, and Saturdays.

- [*] cubic feet on Sunday as a Destination.

- The Postal Service is responsible for accepting the volume at BOS.

F) For the Seattle, WA (SEA) destination market, [*] of the volume may be planned through Indianapolis Hub and will have an adjusted tender time of [*].

G) The volume percent used each month will be at distribution by day of week, origin and destination as set out in Attachment 18, Volume Acceptance Worksheet.

All other terms and conditions remain the same.

Sub Rept Req’d: Y Carrier Code: FX Route Termini

S: Various Route Termini End: Various Payment Terms:

SEE CONTRACT

Period of Performance: 12/01/2014 to 09/30/2020