Exhibit 10.55

                DESCRIPTION OF MANAGEMENT PERFORMANCE BONUS PLAN

         Bonus targets were established as a percent of pay based on pay level.
If both the individual and plan objectives are achieved, the plan is designed to
produce a bonus ranging, on a sliding scale, from a threshold amount if the plan
objectives are minimally achieved up to a maximum amount if such objectives are
substantially exceeded. For fiscal 2000, the threshold bonus level was
established at an amount which, when added to base salary, could be less than
the 50th percentile of total salary and bonus for comparable positions in
comparison surveys utilized by the Compensation Committee. Thus, total salary
and bonus for executive officers (assuming achievement of all individual
objectives) is designed to range from less than the 50th up to the 75th
percentile of total salary and bonus for comparable positions in the comparison
surveys according to the degree to which plan objectives are met or exceeded.

         Frederick W. Smith's bonus is determined by whether corporate business
plan objectives are met or exceeded. If such objectives are met, the
Compensation Committee determines and recommends to the Board of Directors a
bonus which, when combined with base salary, may be up to the 75th percentile of
total salary and bonus for chief executive officers in the comparison surveys
discussed above. Mr. Smith received an annual bonus of $1,048,000 for fiscal
2000, which, together with his base salary, is below the 75th percentile of
total salary and bonus for chief executive officers in the comparison surveys
discussed above.