FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT

         THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this
"First Amendment") dated as of July 25, 2007 is between ABX Air, Inc., a
Delaware corporation (the "Company"), and National City Bank, a national
banking association (the "Rights Agent").

         WHEREAS, on August 15, 2003, the Company and the Rights Agent entered
into a Preferred Stock Rights Agreement (the "Rights Agreement"); and

         WHEREAS, as of the date hereof a Distribution Date (as defined in the
Rights Agreement) has not occurred;

         NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         SECTION 1. AMENDMENT. Pursuant to Section 27 of the Rights Agreement,
the definition of "Exempt Person" set forth under Section 1(p) of the Rights
Agreement is hereby amended to delete subsections (iv) and (v) and the last
sentence in their entirety, such that Section 1(p) will read as follows:

         "(p) "Exempt Person" shall mean (i) the Company; (ii) any
         Subsidiary of the Company; or (iii) any employee benefit plan
         of the Company or of any Subsidiary of the Company, or any
         entity holding Common Shares for or pursuant to the terms of
         any such plan."

         SECTION 2. CAPITALIZED TERMS. Capitalized terms used herein and not
otherwise defined in this First Amendment shall have the respective meanings as
used or defined in the Rights Agreement.

         SECTION 3. RIGHTS AGREEMENT OTHERWISE UNAMENDED. The Rights Agreement
is not otherwise supplemented or amended by virtue of this First
Amendment, but shall remain in full force and effect.

         SECTION 4. SUCCESSORS. All the provisions of this First Amendment by or
for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns.

         SECTION 5. BENEFITS OF THIS FIRST AMENDMENT. Nothing in this First
Amendment shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, the Common Shares) any legal or equitable right,
remedy or claim pursuant to this First Amendment or the Rights Agreement; but
this First Amendment and the Rights Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Rights Certificates (and, prior to the Distribution Date, the Common
Shares).

         SECTION 6. GOVERNING LAW. This First Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.



         SECTION 7. EXECUTION IN COUNTERPARTS. This First Amendment may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.

         SECTION 8. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this First Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         SECTION 9. DIRECTION TO RIGHTS AGENT. By its execution and delivery
hereof, the Company hereby directs the Rights Agent to execute this Amendment.


                      [Signatures begin on following page]






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         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the day and year first above written.



 "COMPANY"                        ABX AIR, INC.

                                  By  /s/ W. Joseph Payne
                                    ----------------------------------
                                    Name:    W. Joseph Payne
                                    Title:   Vice  President,  General
                                             Counsel & Secretary



 "RIGHTS AGENT"                   NATIONAL CITY BANK

                                  By  /s/ Sherry L. Damore
                                    ----------------------------------
                                    Name:    Sherry L. Damore
                                    Title:   Vice President