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                                                                   Exhibit 10.62


                DESCRIPTION OF MANAGEMENT PERFORMANCE BONUS PLAN

     Bonus targets are 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 2001, the threshold bonus level was
established at an amount that, 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 and
corporate 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.

     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 that, 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 $940,827 for fiscal 2001, that,
together with his base salary, is below the 75th percentile of total salary and
bonus for chief executive officers in the comparison surveys used by the
Compensation Committee.