The merger and separation agreement between Airborne and DHL, require that ABX set up benefit programs that are mirror images of the current benefit programs. This means that you will continue to enjoy the same benefits.

Implementing an independent benefits program is a major undertaking that requires the cooperation of several departments, including Human Resources, Accounting and Information Systems. A transition plan has been developed and each department is busy completing various tasks to towards benefits independence.

We are working hard to ensure a smooth transition. Please be sure to check back at this website for updates.

September 1 is a key date for ABX health benefits. Beginning Sept. 1 claims for medical services performed on or after Sept.1 should be filled under the new ABX Benefit program. Claims for any medical service performed before Sept 1 should be filed under the Airborne plan. The date of service determines which plan gets the claim. The following provides key details about the transition of your medical, dental, and vision benefits.

United Health Care (UHC) will transfer your claim history to the new plan including claims that have been applied towards your 2003 out-of-pocket maximums and deductible. If you have already satisfied your deductible, you will not need to satisfy a new one in 2003.

Employees are scheduled to receive new insurance I.D. cards from UHC in late August. The I.D. cards will be mailed directly to your address of record (as it appears on your paycheck). The new cards will have the new UHC group # 703940. You should begin using this card Sept. 1. Make sure you provide your physician, hospital and pharmacy with your new I.D. card for every service on and after Sept. 1. Your old card should be destroyed after August 31.

If you need additional cards, you may order on-line at www.myuhc.com starting Sept. 1. You may also print temporary I.D. cards from this web site. If you do not have internet access, you may call UHC customer service at 1-888-350-5607. Claims forms with the new group # will be available after Sept. 1.

Like the medical insurance, all dental claims on after Sept. 1 should be filed with Metlife under the new dental group # 302073-G. MetLife does not issue dental I.D. cards. Metlife will have a new address for claims:

MetLife

ABX Air/Dental Claims

P.O. Box 981282

El Paso, TX 79998-1282

Claims for service performed before Sept. 1 should be filed under the old Airborne plan. Like the medical plans, your deductibles and out-of-pocket benefits will be transferred to the new plan number so you will not have to re-satisfy your deductible in 2003.

Cole Vision

Like the medical and dental plans, claims for service on or after Sept 1 should be filed under the new ABX Air group number. Cole plans to issue new I.D. to employees in mid-September. Participating Cole Vision providers will be able to access your information under the new group number starting Sept. 1.

As part of the separation from Airborne, ABX Air will be establishing a new CAP/401(k) Plan, Profit Sharing plan and Retirement Income Plan for employees. The following outlines important information you need to know about these benefits.

ABX will be setting up a new CAP/401(k) plan that will be nearly identical to the current Airborne CAP/401(k) Plan. Beginning on the separation date from Airborne, your new payroll contribution will be deposited into the new ABX Air CAP/401(k) plan based on your current elections.

The assets in your current fund elections will automatically transfer to the new plan into the same funds with one exception. The MIP II fund will be replaced by the MIP I, as there are not enough assets invested in this fund to qualify for the MIP II fund.

The assets will transfer "in-kind" which means that your investment will continue to be fully invested during this transition. Because the transfer is between 401(k) plans, there are no employee tax implications as a result of this transition.

As part of the transition, there will be a one-day blackout period to allow Fidelity to audit the transfer. The blackout will occur on the day after the separation day. After the blackout is complete you may make changes or check your account at www.401k.com or at 800-835-5095. All history will remain under the Airborne plan. More detailed information about the CAP/401(k) transition will be mailed to employees shortly.

Like the CAP/401(k) Plan, a new ABX Air Profit Sharing Plan will be set up. Your account balance in the Airborne Profit Sharing plan will be transferred to the new plan.

The investments will remain the same expect that your account will be credited $21.25 plus one share of new ABX stock for each share of Airborne stock in your account on the date of the merger.

Like the other plans, ABX will be setting up a new ABX Air Retirement Income Plan. The new ABX plan will have the identical benefit formula. The assets and liabilities related to ABX employees and retirees will be transferred from the Airborne plan into the new ABX plan. You will be credited with the same years of service and vesting credit that currently have under the Airborne plan.

Because all benefits for ABX employees are being transferred to the new plan, no benefit will be payable under the Airborne plan when you retire or leave employment. Airborne will be distributing a notice to all participates called a 204(h) notice, which will indicate that you will no longer be accrue benefits under the Airborne plan.

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Please see ABX Air, Inc.’s terms and conditions for use of this web site.

Revised: January 14, 2005.