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                                                                   Exhibit 10.63


                 DESCRIPTION OF LONG-TERM PERFORMANCE BONUS PLAN

     In 1999, the Compensation Committee established a long-term performance
bonus plan to provide a long-term cash bonus opportunity to members of upper
management, including executive officers, at the conclusion of fiscal year 2001
if FedEx achieves certain earnings per share targets established by the
Compensation Committee with respect to the three-fiscal-year period 1999 through
2001. No bonuses were awarded in fiscal 2001 to upper management, including
executive officers, under the long-term plan due to below-plan performance for
the three-fiscal-year period.

     The Compensation Committee has established similar plans for the
three-fiscal-year periods 2000 through 2002, 2001 through 2003 and 2002 through
2004, providing bonus opportunities for 2002, 2003 and 2004, respectively, if
certain earnings per share targets are achieved with respect to those periods.
No amounts can be earned for the 2000 through 2002, 2001 through 2003 and 2002
through 2004 plans until 2002, 2003 and 2004, respectively, because achievement
of the earnings per share objectives can only be determined following the
conclusion of the applicable three-fiscal-year period.

     Under each plan, the average percentage of an individual's achievement of
individual objectives under FedEx's annual performance bonus plan for the
three-fiscal-year period of each of the long-term performance bonus plans will
be used as an individual performance measure when calculating individual
bonuses, except for Frederick W. Smith whose individual performance measure will
be determined by the Compensation Committee.