CAP Joe Hete Letter

January 25, 2001

Dear Fellow Employees:

In August of last year, ABX employees were surveyed regarding possible changes to the CAP/401(k) Plan. This flyer summarizes what you said about the CAP/401(k) plan and will provide you with a brief outline of what happens next.

Your input in this process is important and is greatly appreciated. As you may know, Fidelity Investments has been selected to be the new service provider for the plan. The feedback you provided to the CAP/401(k) Advisory Committee aided in the selection process. The transition is expected to take place by the end of the second quarter 2001. We will be keeping you informed throughout the transition process with periodic information updates on ABX-TV,

Along with the 100% company paid Retirement Income Plan, the CAP/401(k) plan is an important part of your retirement benefit. The company matches 35¢ for each dollar you invest in the plan on the first 6% of pay you contribute. In addition, there is the potential for additional matching funds (up to 25¢ extra) when the Company is performing well financially. And finally, your paycheck’s income tax is less and the taxes are deferred when you contribute to a 401(k) plan. If you haven’t signed up for the CAP/401(k) plan, I would encourage you to do so now.

Once again thank you for participating in the survey. If you would like to see individual written comments from the survey, they are available on the ABX Air web site at www.abxair.com/benefits or in the Benefits Department.

Sincerely,

Joe Hete

Joe Hete

President & Chief Operating Officer

ABX Air, Inc.