New Hire Retirement Program Summary

9/30/2005

As a new employee of ABX Air your current and future financial security is important to the company. To help you reach your financial goals, ABX Air sponsors a 401(k) Savings Plan. This document is a summary of the Plan and highlights a special company contribution for which you are eligible.

A 401(k) plan like ours creates individual accounts for you and each participant. Money goes into your account from up to five sources:

1. ABX Air contributes 5% of your pay each year whether or not you contribute to the Plan (you must be employed for a year and work at least 1,000 hours)
2. Your pre-tax payroll contributions (you may contribute up to 75%, up to IRS limits)
3. Your post-tax Roth payroll contributions (you may contribute up to 75%, up to IRS limits)
4. Employees age 50 + may make a "catch –up" contribution (up to $5,000 in 2007)

You may start making deposits into the Plan from your regular paycheck after completing a 60 days waiting period following your date of hire. However, you must have worked at least 1,000 hours for ABX Air and been eligible for the 401(k) Plan for one year before you are eligible for the 5% pay contribution. For example, if Kelly starts working at ABX Air on October 1, 2005, Kelly would be eligible for the 5% contribution provided Kelly remains employed by ABX Air on December 31, 2006.

After you’ve been employed for a year, ABX Air will contribute 5% of your pay to your 401(k) Plan account. "Pay" means your pensionable eligible earnings for the year, which includes MIP and STAR bonus money. You must be employed on December 31 of each year to receive the 5% of pay contribution.

You become vested – that is, gain ownership -- in the company’s contribution over time. This means that if you leave employment before you are 100% vested, you will only be entitled to a portion of the company’s contributions.

The vesting schedule for the company’s 5% contributions is shown below.

Note: The vesting schedule for the matching funds including the incentive match is different. Please review the summary plan description for details.

When you enroll, you decide the funds in which your contributions and the company match will be deposited. Whether or not you enroll, the ABX Air 5% of pay contribution will be deposited into your account and automatically invested in a Fidelity Freedom Fund that corresponds to the date on which you would turn age 65.

The Fidelity Freedom Funds are "one-stop" investing because a professional manager divides the money in the fund among a variety of investments. The manager invests more conservatively as a retirement date approaches. You don’t need to keep your company contribution in the Freedom Fund into which it is initially contributed. You can move the company contribution to another 401(k) Plan investment. See your Summary Plan Description for a complete list of your investment options.

If you have questions about the 401(k) plan please refer to your Summary Plan Description or contact the Benefits Dept at ext. 62531.

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Revised: January 03, 2011.