EXHIBIT 10.69

                        DESCRIPTION OF ANNUAL BONUS PLANS

     FedEx Corporation executive vice presidents participate in the annual
incentive cash bonus plan established for headquarters employees. Under this
plan, an annual bonus target is established as a percentage of salary based on
pay level. A threshold payout of up to 25% of the target bonus is based on the
achievement of individual objectives established at the beginning of the fiscal
year for each executive officer. The balance of the bonus payout is based on
FedEx's consolidated pre-tax income for the fiscal year and ranges, on a sliding
scale, from a threshold amount if the plan's pre-established consolidated
pre-tax income objectives are minimally achieved up to a maximum amount if such
financial performance goals are substantially exceeded. Total annual 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 annual salary and bonus for comparable positions in
comparison surveys utilized by the Compensation Committee.

     Each of the presidents of FedEx Express, FedEx Ground and FedEx Freight
participates in the annual incentive cash bonus plan sponsored by his respective
company. Under each of these plans, an annual bonus target is established as a
percentage of salary based on pay level. Under the FedEx Express plan, a
threshold payout of up to 25% of the target bonus is based on the achievement of
pre-established individual objectives. Under the FedEx Ground and FedEx Freight
plans, a threshold payout of up to 50% of the target bonus is based on the
achievement of pre-established individual objectives. For fiscal 2003, the
balance of the bonus payout under each of the plans is based on each respective
company's operating income for the fiscal year and ranges, on a sliding scale,
from a threshold amount if the plan's pre-established operating income
objectives are minimally achieved up to a maximum amount if such financial
performance goals are substantially exceeded.

     A baseline amount for Frederick W. Smith's annual bonus is determined by
whether corporate objectives for consolidated pre-tax income and earnings per
share for the fiscal year are met or exceeded. Each of these objectives is given
equal weight in determining Mr. Smith's baseline bonus amount. The Compensation
Committee may adjust this amount upward or downward based on its consideration
of several factors, including: FedEx's stock price performance relative to the
Standard & Poor's 500 Composite Index, the Dow Jones Transportation Average and
the Dow Jones Industrial Average; FedEx's revenue and operating income growth
relative to competitors; FedEx's cash flow; FedEx's U.S. revenue market share;
FedEx's reputation rankings by various publications and surveys; and the
Compensation Committee's assessment of the quality and effectiveness of Mr.
Smith's leadership during the fiscal year. None of these factors is given any
particular weight by the Compensation Committee in determining whether to adjust
Mr. Smith's baseline bonus amount.

     Taking into account these objectives and factors, the Compensation
Committee approves a bonus that, when combined with base salary, may be up to
the 75th percentile of total annual salary and bonus for chief executive
officers in the comparison surveys. Mr. Smith received an annual bonus of
$1,031,194 for fiscal 2003, which, together with his base salary, was below the
75th percentile of total annual salary and bonus for chief executive officers in
the comparison surveys.