EXHIBIT 10.70


                            DESCRIPTION OF LONG-TERM
                             PERFORMANCE BONUS PLAN



                 DESCRIPTION OF LONG-TERM PERFORMANCE BONUS PLAN

     In 2000, 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 2002
if FedEx achieved certain earnings-per-share targets established by the
Compensation Committee with respect to the three-fiscal-year period 2000 through
2002. No bonuses were awarded in fiscal 2002 to upper management, including
executive officers, under the long-term plan because of below-plan performance
for the three-fiscal-year period.

     The Compensation Committee has established long-term performance
bonus plans for the three-fiscal-year periods 2001 through 2003, 2002 through
2004 and 2003 through 2005, providing bonus opportunities for fiscal 2003, 2004
and 2005, respectively, if certain earnings-per-share targets are achieved with
respect to those periods. No amounts can be earned for the 2001 through 2003,
2002 through 2004 and 2003 through 2005 plans until fiscal 2003, 2004 and 2005,
respectively, because achievement of the earnings-per-share objectives can only
be determined following the conclusion of the applicable three-fiscal-year
period.

     Under the 2001 through 2003 long-term performance bonus plan, which
provides a bonus opportunity for fiscal 2003, the average percentage of an
individual's achievement of individual objectives under FedEx's annual bonus
plan for the three-fiscal-year period 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.
No individual performance measure will be used to calculate individual bonuses
under the 2002 through 2004 and 2003 through 2005 long-term performance bonus
plans.