CAP-401(k)

Capital Accumulation Plan - 401(k)

ABX Air, Inc. offers a 401(k) plan for non-bargaining full-time and part-time employees called the Capital Accumulation Plan. Full-time and part-time employees not covered by a collective bargaining agreement are eligible to start contributing after 60 days of service.

You may defer (contribute) from 1% to 75% of your pay into your CAP/401k pre-tax account or into your post-tax Roth account. You may also be eligible to make an additional Catch-Up Deferral (contribution) if you are age 50 or older or you are expected to turn age 50 any time during the calendar year. ABX Air will match contributions with 35 cents for each dollar you invest in the plan up to 6 percent of your pay. Also, there is the potential for additional matching funds, up to 25 cents, depending on the Company's overall financial performance.

To enroll in the Capital Accumulation Plan – 401(k) contact Fidelity Investments at 1-800-835-5095 or www.401k.com. Contributions will be invested in the Fidelity Freedom Fund appropriate for your retirement age unless you select other options available in the plan from Fidelity. For more information go to www.401k.com or call 1-800-835-5095.

Revised: May 17, 2006.