204h_Notice

MEMORANDUM

To: Participants in the Retirement Income Plan

From: Gene Rhodes, Corporate Director of Human Resources

Date: August 5, 2003

Subject: Attached Notice

Airborne Express is required to send you the legal notice on the reverse side of this sheet, called a Section 204(h) notice. Unfortunately, it is written in legal terms and is somewhat difficult to understand.

As you already know, ABX Air is separating from Airborne Express. Part of the separation process that has been occurring behind the scenes is setting up mirror-image benefits for ABX employees. Up to now, we have been enrolled in benefit plans that were set up in Airborne’s name. This includes the Retirement Income Plan (the pension plan). As ABX employees, we will no longer be eligible to remain in the Airborne Express pension plan once ABX is separated off as an independent company. What the attached notice says is that we will then be placed in the mirror-image ABX pension plan.

This change will have no effect on your pension benefits. You will not have to go through a new vesting period, all of your previous employment will be counted in exactly the same way. Your benefit at retirement will be the same as if this had never happened.

As the notice says; if you have any questions, please feel free to call the Benefits Department at extension 2463.

IMPORTANT NOTICE TO PARTICIPANTS

IN THE

AIRBORNE EXPRESS RETIREMENT INCOME PLAN

This notice is provided in accordance with Section 204(h) of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980F of the Internal Revenue Code of 1986, as amended, and applicable guidance issued thereunder. The date of this notice is August 1, 2003.

Some participants in the Airborne Express Retirement Income Plan (the "Plan") will stop accruing benefits as described below.

Under the old rules, a participant who can accrue benefits under the Plan may be an employee of Airborne Express, Inc., ABX Air, Inc. or another participating employer. Under the new rules, a participant who is an employee of ABX Air, Inc. will not accrue any benefits under the Plan on or after the Effective Date.

The "Effective Date" means a date no earlier than 15 days after the date of this notice, and no later than the date on which the separation of ABX Air, Inc. occurs.

On or after the Effective Date, the new rules will reduce to zero the rate of future benefit accrual under the Plan for those participants who are employees of ABX Air, Inc. The new rules do not change the rate of benefit accrual for those individuals who are not employees of ABX Air, Inc. on or after the Effective Date, but who otherwise participate in the Plan. In addition, the new rules do not reduce benefits accrued before the Effective Date.

Eligible employees of ABX Air, Inc. will be entitled to participate in a new defined benefit pension plan sponsored by ABX Air, Inc. and a portion of the Plan’s assets and liabilities will be transferred to this new plan.

Please feel free to call the Benefits Department at extension 2463 if you have any questions.

Revised: January 14, 2005.