CAP/401(k) event letter

April 5, 2001

Dear CAP/401(k) Participants and Eligible Employees:

We’re about to kick-off the transition of the CAP/401(k) plan to Fidelity Investments. It will take approximately three months to complete the move to Fidelity and to put all of the Plan enhancements in place. The Transition Period begins April 30, 2001, effect 4 p.m. Eastern time and will end in early August. Payroll contributions and loan deductions will continue to be made during the transition period.

Fidelity will mail a Transition Brochure to your home address on April 16, 2001. This brochure will provide you with additional details about the transition and information about your new investment fund options. It will also explain how your current investment funds will transfer to the new investment funds at Fidelity.

The CAP/401(k) plan’s assets will be transferred to Fidelity Investments on May 31, 2001. Your contributions will continue to be invested in the Frank Russell funds in accordance with your investment elections until the assets are transferred to Fidelity. You may continue to make monthly investment exchanges (transfers) between existing Frank Russell funds until May 15, 2001.

Once the transition, begins, certain account activities will be put "on hold" so your account balances can be accurately transferred to Fidelity. It is important that you know the sequence of events. The important dates are available by clicking here.

To make any changes to your account before activities are put "on hold", call the phone benefits system at: 1-800-504-401K. To stop your CAP/401k deduction, call your employee benefits department.

For questions about the transition to Fidelity, contact your Employee Benefits department at 1-800-736-3973 ext. 2463 or e-mail questions to abx.benefits@airborne.com. We have also created an information center about CAP/401(k) transition and posted it on the ABX benefits web site at www.abxair.com/benefits. Just click on the Fidelity logo for the latest information.

Sincerely,

Gene Rhodes

Corporate Director, Human Resources

ABX Air, Inc.