CAP Advisory Committee Letter

March 1, 2001

Dear CAP Participants and Eligible Employees:

The Airborne Express Capital Accumulation/401(k) Plan is an important segment of your retirement program. While Airborne’s Retirement Income Plan provides the solid foundation for your retirement, the CAP/401(k) gives you an easy and convenient way to save for retirement.

We are pleased to announce Fidelity Investments will become the provider of investment options, recordkeeping and trustee services for the CAP/401(k) Plan, effective in second quarter, 2001.

Founded in 1946, Fidelity Investments is one of the largest investment management organizations in the country. Fidelity currently manages more than $978 billion for more than 58 million individual and institutional accounts. Fidelity’s resources and experience will help enable us to provide you with a variety of the most advanced and convenient services; giving you more choice, control and flexibility in planning for retirement.

With Fidelity, in addition to your current features, you will have:

New Investment Options – offering more choices with competitive fee structures for a new total of 14 investment options

Daily Valuation -- keeping your account updated daily

Internet Access -- for online statements, easy access to your account and any other information you need, when you need it

Expanded Phone Services -- allowing you to speak with trained Investment Representatives who will answer your questions and help you enroll and make changes to your account

Quarterly Statements -- supplying timely detailed information in an easy-to-read format

Ongoing Communications -- keeping you updated on new features, as well as helping you learn more about investing to achieve your goals; includes Stages magazine, a personal financial planning publication

In the coming weeks, you will receive a Transition Brochure summarizing the improved Plan services you will enjoy once the move to Fidelity is complete. During this transition period, some Plan activities will be limited.* The Transition Brochure will identify key dates to be aware of if you anticipate making any changes to your account or applying for a distribution.

Airborne Express is committed to providing you with a comprehensive retirement program and is very proud to offer these additions. The change to Fidelity will give you more tools to help reach your retirement goals.

Sincerely,

Airborne Express Retirement Advisory Committee:

Bob Cline

Carl Donaway

Lanny Michael

Harvey North

Bob Christensen