8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2005

ABX AIR, INC.

(Exact name of registrant as specified in its charter)

DE	0-50368	91-1091619
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (937) 382-5591

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

The Corporation’s stockholders approved and adopted the ABX Air, Inc. 2005 Long-Term Incentive Plan (the “Plan”) at the Annual Stockholders’ Meeting held on May 5, 2005. A copy of the Plan was included as Appendix G to the Corporation’s 2005 Proxy Statement.

On June 9, 2005, the Compensation Committee of the Board of Directors approved and authorized the grant of performance-based stock units and restricted stock to the executive officers and senior management of the Corporation, based on the recommendations of a nationally recognized human resources consulting firm. The following grants were made to the named executive officers of the Corporation:

Position	Name	Number of Performance Stock Units	Number of Shares of Restricted Stock
President & Chief Executive Officer	Joseph C Hete	51,400	31,600
Senior Vice President, Maintenance & Engineering	Dennis A. Manibusan	18,450	11,400
Senior Vice President, Ground Operations	Thomas W. Poynter	14,100	8,600
Senior Vice President, Flight Operations	Robert J. Morgenfeld	20,250	12,500
Vice President, Materials Management & Contracts	John A. Jessup	8,850	5,500

On that same date, the Board of Directors of the Corporation approved and authorized the grant of restricted stock units to each of the independent directors of the Corporation. The following grants were made to the independent directors:

Name	Number of Restricted Stock Units
James H. Carey	6,400
John D. Geary	6,400
Jeffrey J. Vorholt	6,400
James E. Bushman	6,400

The grants are subject to the terms of the Plan and the related award agreements, forms of which are filed as Exhibits 10(a), 10(b) and 10(c) to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10(a)	Performance-based Stock Unit Award Agreement.
10(b)	Time-based Restricted Stock Award Agreement.
10(c)	Time-based Restricted Stock Unit Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ABX AIR, INC.
By:	/s/ W. Joseph Payne
	W. Joseph Payne
	Vice President General Counsel & Secretary

Date: June 21, 2005

EX-10.(A)

Exhibit 10(a)

ABX AIR, INC.

2005 LONG-TERM-INCENTIVE PLAN

PERFORMANCE-BASED STOCK UNITS

INSTRUCTIONS FOR COMPLETING AWARD AGREEMENT

1.00  Type of Award

This Award Agreement is to be used only to grant Performance-based stock units to employees.

2.00  Instructions for Completing This Form

To complete this form:

• Select the “edit” option from your P.C.’s horizontal menu bar.

• Select “Replace” from the drop-down dialogue box.

• Using the “Replace” dialogue box:

• In the “Find what” box, type the code of the item to be replaced from the code sheet accompanying this form (using all capital letters or initial capital letters as indicated on the code sheet);

• In the “Replace with” box, type the information to be substituted for the coded item (using all capital letters or initial capital letters as indicated on the code sheet);

• Click “match case”; and

• Click on the “Replace all” box.

• Repeat this procedure for each code to be replaced.

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT

Code Sheet

The following codes are used in this Award Agreement and should be replaced using your P.C.’s “Replace” function (see instructions accompanying this form).

VTA	Grantee’s name (all capital letters)
VTB	Grant Date (all capital letters)
Vtb	Grant Date (initial capital letters only)
Vte	Date that is 30 days after Grant Date (initial capital letters only)
Vtq	Grantee’s name (initial capital letters only)

THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

PERFORMANCE-BASED STOCK UNIT

GRANTED TO VTA ON VTB

ABX Air, Inc. (“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, the Company and its shareholders adopted the ABX Air, Inc. 2005 Long-Term Incentive Plan (“Plan”) as a means through which you may share in the Company’s success. This is done by granting Awards to key employees like you. If you satisfy the conditions described in this Agreement (and the Plan), your Award will mature into common shares of the Company.

This Award Agreement describes many features of your Award and the conditions you must meet before you may receive the value associated with your Award. To ensure you fully understand these terms and conditions, you should:

• Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan works;

• Read this Award Agreement carefully to ensure you understand the nature of your Award and what must happen if you are to earn it; and

• Contact W. Joseph Payne at (937) 382-5591 ext. 2686 if you have any questions about your Award.

Also, no later than Vte, you must return a signed copy of the Award Agreement to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the date it was granted and you will not be entitled to receive anything on account of the retroactively revoked Award.

Section 409A of the Internal Revenue Code (“Section 409A”) imposes substantial penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for more information about these penalties). Your Award has been designed to avoid these penalties. However, because the Internal Revenue Service has not yet issued rules fully defining the effect of Section 409A, it may be necessary to revise your Award Agreement if you are to avoid these penalties. As a condition of accepting this Award, you must agree to accept those revisions, without any further consideration, even if those revisions change the terms of your Award and reduce its value or potential value.

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Nature of Your Award

You have been granted an Award consisting of stock units, which will be converted to common shares of the Company if the conditions described in this Award Agreement are met. Federal income tax rules apply to the payment of your Award. These and other conditions affecting your Award are described in this Award Agreement, the Plan and the Plan’s Prospectus, all of which you should read carefully.

No later than Vte, you must return a signed copy of this Award Agreement to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the Grant Date and you will not be entitled to receive anything on account of the retroactively revoked Award.

Grant Date: Your Performance Units were issued on Vtb.

This is the date you begin to earn your Award.

Amount of Award: The amount of your Award and the conditions that must be met before it will be earned is discussed below in the section below titled “When Your Award Will Be Settled.”

Performance Period: The period that begins on the Grant Date (i.e., Vtb) and ends on December 31, 2007.

This is the period over which the Plan committee will determine if you have met the conditions imposed on your Award.

When Your Award Will Be Settled

Settlement: At the end of the Performance Period, your stock units will be converted to an equal number of common shares of the Company or forfeited depending on:

• The extent to which the appreciation of the Company stock during the Performance Period equals or exceeds the performance of the NASDAQ Transportation Index during the same period (these stock units are referred to as “Stock Performance Units”); and

• How the Company’s Average Return on Equity for each fiscal year that ends with or within the Performance Period compares to the levels specified in the table below (these stock units are referred to as “ROE Units”).

The tables below demonstrate how these criteria will affect your Award. However, before analyzing those tables, it is important that you understand that:

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• Separate criteria are applied to each of the parts of your Award. This means that you might earn Stock Performance Units at the threshold level but earn your ROE Units at the maximum level.

• The NASDAQ Transportation Index is an index comprised of transportation corporations whose stock is traded on the NASDAQ.

• Average Return on Equity is calculated by dividing the Company’s net income (i.e., income after taxes and expenses) by shareholder equity. This calculation is made as of January 1 and December 31 of each of the Company’s fiscal years that end with or within the Performance Period (except that such calculation shall be made on April 1 and December 31 for the fiscal year ending on December 31, 2005) and averaged over the same number of fiscal years.

Your Stock Performance Units

You will earn or forfeit all or part of your Stock Performance Units depending on the extent to which the criteria described in the following table are met.

If, on December 31, 2007, the Company’s stock performance is . . .	You will receive the following number of shares of Company stock . . .
In at least the 25th percentile of the NASDAQ Transportation Index (“threshold Stock Performance Unit level”) . . .
In the 26th through 49th percentile of the NASDAQ Transportation Index (“target Stock Performance Unit level”) . . .
In the 50th or higher percentile of the NASDAQ Transportation Index (“maximum Stock Performance Unit Level”) . . .

Your ROE Units

You will earn or forfeit all or part of your ROE Units depending on the extent to which the criteria described in the following table are met.

If, over the Performance Period the Company’s Average Return on Equity is . . .	You will receive the following number of shares of Company stock . . .
At least 15% but less than 20% (“threshold ROE Unit level”) . . .
More than 20% but less than 25% (“target ROE Unit level”) . . .
Equal to or greater than 25% (“maximum ROE Unit level”) . . .

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Also, the committee will calculate the number of shares you receive by interpolating whole percentages between the ranges shown in the preceding table. However, this will be done only in whole percentages and will not be applied below the threshold level or above the maximum level.

Example 1: assume that the Company’s Average Return on Equity for the Performance Period is 21 percent (one full percentage point above the lowest range of the “target ROE Unit level”). In this case, you will receive              shares of Company stock (because whole percentages between the threshold and maximum levels are interpolated).

Example 2: assume that the Company’s Average Return on Equity for the Performance Period is 26 percent (one full percentage point above the “maximum ROE Unit level”). In this case, you still will receive              shares of Company stock (because no interpolation is applied above the maximum level).

Example 3: assume that the Company’s Average Return on Equity for the Performance Period is 14 percent (one full percentage point below the lowest range of the “threshold ROE Unit level”). In this case, all of the ROE Units will be forfeited (because no interpolation is applied below the threshold level).

Example 4: assume that the Company’s Average Return on Equity for the Performance Period is 20.7 percent (seven-tenths of a percentage point above the lowest range of the “target ROE Unit level”). In this case, you still will receive              shares of Company stock (because only whole percentages are interpolated).

How Your Performance Units Might Be Settled Before the End of the Performance Period: If there is a Business Combination (as defined in the Plan) while you are employed, all performance criteria will be deemed to have been met at the threshold level or at any higher level actually achieved as of the date of the Business Combination (“Accelerated Units”) and you will receive cash or stock (depending on the nature of the Business Combination) as if the Performance Period ended on the date of the Business Combination. The amount you will receive will be determined under the following formula:

Your Accelerated Units multiplied by the number of whole months between the beginning of the Performance Period and the date of the Business Combination

Divided by the number of whole months in the Performance Period

How Your Performance Units Are Settled if You Die, Retire or Become Disabled Before the End of the Performance Period: If your employment terminates before the end of the Performance Period (and before a Business Combination) because of death, disability (as defined in the Plan) or after qualifying for retirement under the ABX Air, Inc. Retirement Income Plan, you may receive a portion of your Award. The amount (if any) you will receive will depend on whether (and the extent to which) the performance criteria are met at the end of the Performance Period, not when you terminate employment. If the performance criteria are met at the end of the Performance Period during which you terminate because of death, disability or retirement, you

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(or your beneficiary) will receive the number of shares you would have received if you had remained actively employed until the end of that Performance Period multiplied by the number of whole years (i.e., elapsed 12-consecutive-month periods) between the first day of the Performance Period and the date you terminate employment because of death, retirement or disability and divided by the number of whole years (i.e., elapsed 12-consecutive-month periods included in the Performance Period).

How Your Performance Units May Be Forfeited: You will forfeit your Performance Units if, before your Performance Units are settled:

• You terminate employment voluntarily (and before you are eligible for retirement) or if you are involuntarily terminated by the Company for any reason (or for no reason) before the Normal Settlement Date (and you are not then eligible for retirement);

• You commit any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion of any of the Company’s or any Subsidiary’s (as defined in the Plan) assets or business opportunities;

• You are convicted of, or enter into a plea of nolo contendere to, a felony;

• You intentionally, repeatedly or continually violate any of the Company’s policies or procedures after notice that you have violated a Company policy or procedure;

• You breach any written covenant or agreement with the Company or any Subsidiary, including the terms of the Plan;

• Without the Company’s advance written consent, you agree to or actually serve in any capacity for a business or entity that competes with any portion of the Company’s or any Subsidiary’s (as defined in the Plan) business or provide services (including business consulting) to an entity that competes with any portion of the Company’s or any Subsidiary’s business;

• You refuse or fail to consult with, supply information to or otherwise cooperate with the Company after having been requested to do so; or

• You deliberately engage in any action that the Company decides harms the Company or any Subsidiary.

Settling Your Award

If all applicable conditions have been met, your Performance Units will be settled automatically.

Other Rules Affecting Your Award

Rights During the Performance Period: During the Performance Period, you will not actually own the shares that you might receive at the end of the Performance Period. This means that you may not exercise any voting rights or receive any dividends associated with those shares until your Award is settled.

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Beneficiary Designation: You may name a Beneficiary or Beneficiaries to receive any shares associated with your Performance Units that are settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form and in the Plan. If you have not made an effective Beneficiary designation, your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

Tax Withholding: Income taxes must be withheld when your Award is settled (see the Plan’s Prospectus for a discussion of the tax treatment of your Award). These taxes may be paid in one of several ways. They are:

• The Company may withhold this amount from other amounts owed to you (e.g., from your salary).

• You may pay these taxes by giving the Company a check (payable to “ABX Air, Inc.”) in an amount equal to the taxes that must be withheld.

• By having the Company withhold a portion of the shares that otherwise would be distributed. The number of shares withheld will have a fair market value equal to the taxes that must be withheld.

• You may give the Company other shares of Company stock (that you have owned for at least six months) with a value equal to the taxes that must be withheld.

You may choose the approach you prefer, although the Company may reject your preferred method for any reason (or for no reason). If this happens, the Company will specify (from among the alternatives just listed) how these taxes are to be paid.

If you do not choose a method within 30 days of the Settlement Date, the Company will withhold a portion of the shares that otherwise would be distributed. The number of shares withheld will have a fair market value equal to the taxes that must be withheld and the balance of the shares will be distributed to you.

Transferring Your Performance Units: Normally your Performance Units may not be transferred to another person. However, you may complete a Beneficiary Designation Form to name the person to receive any stock that is distributed after you die. Also, the Committee may allow you to place your Performance Units into a trust established for your benefit or the benefit of your family. Contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you are interested in doing this.

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio, except to the extent that the Delaware General Corporation Law is mandatorily applicable.

Other Agreements: Also, your Performance Units will be subject to the terms of any other written agreements between you and the Company.

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Adjustments to Your Performance Units: Your Award will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your Performance Units will be adjusted to reflect a stock split).

Other Rules: Your Stock Performance Units are also subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to ensure you fully understand all the conditions of this Award.

Tax Treatment of Your Award

The federal income tax treatment of your Performance Units is discussed in the Plan’s Prospectus.

*****

You may contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you have any questions about your Award or this Award Agreement.

*****

Your Acknowledgment of Award Conditions

Note: You must sign and return a copy of this Award Agreement to W. Joseph Payne at the address given below no later than Vte.

By signing below, I acknowledge and agree that:

• A copy of the Plan has been made available to me;

• I have received a copy of the Plan’s Prospectus;

• I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;

• I will consent (on my own behalf and in behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and

• If I do not return a signed copy of this Award Agreement to the address shown below not later than Vte, my Award will be revoked automatically as of the date it was granted and I will not be entitled to receive anything on account of the retroactively revoked Award.

Vtq

(signature)

Date signed:                                

7

A signed copy of this form must be sent to the following address no later than Vte:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

After it is received, the ABX Air, Inc. 2005 Long-Term Incentive Plan Committee will acknowledge receipt of your signed agreement.

*****

Committee’s Acknowledgment of Receipt

A signed copy of this Award Agreement was received on                         .

By:

Vtq:

             Has complied with the conditions imposed on the grant and the Award and the Award Agreement remains in effect; or

             Has not complied with the conditions imposed on the grant and the Award and the Award Agreement are revoked as of the Grant Date because

__________________________________________________________________________________

describe deficiency

ABX Air, Inc. 2005 Long-Term Incentive Plan Committee

By:

Date:

Note: Send a copy of this completed form to Vtq and keep a copy as part of the Plan’s permanent records.

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ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

BENEFICIARY DESIGNATION FORM

RELATING TO PERFORMANCE STOCK UNITS ISSUED TO VTA ON VTB

Instructions for Completing This Form

You may use this form to [1] name the person you want to receive any amount due under the ABX Air, Inc. 2005 Long-Term Incentive Plan after your death or [2] change the person who will receive these benefits.

There are several things you should know before you complete this form.

First, if you do not elect another Beneficiary, any amount due to you under the Plan when you die will be paid to your surviving spouse or, if you have no surviving spouse, to your estate.

Second, your election will not be effective (and will not be implemented) unless you complete all applicable portions of this form.

Third, your election will be effective only if this form is completed properly and returned to W. Joseph Payne at the address given below.

Fourth, all elections will remain in effect until they are changed (or until all death benefits are paid).

Fifth, if you designate your spouse as your Beneficiary but are subsequently divorced from that person (or your marriage is annulled), your Beneficiary designation will be revoked automatically.

Sixth, if you have any questions about this form or if you need additional copies of this form, please contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below.

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1.00 Designation of Beneficiary

1.01  Primary Beneficiary:

I designate the following persons as my Primary Beneficiary or Beneficiaries to receive any amount due under the Award Agreement described at the top of this form after my death. This benefit will be paid, in the proportion specified, to:

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

1.02  Contingent Beneficiary

If one or more of my Primary Beneficiaries dies before I die, I direct that any amount due under the Award Agreement described at the top of this form after my death:

             Be paid to my other named Primary Beneficiaries in proportion to the allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or

             Be distributed among the following Contingent Beneficiaries.

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

                    % to                                                                                                                                             

                                                 (Name)                                                                                  (Relationship)

Address:                                                                                                                                                          

****

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Elections made on this form will be effective only after this form is received by W. Joseph Payne and only if it is fully and properly completed and signed.

Name: Vtq

Soc. Sec. No.:                                                                                                                                                                                                 

Date of Birth:                                                                                                                                                                                                 

Address:                                                                                                                                                                                                         

___________________________________________________________________________________________

Sign and return this form to W. Joseph Payne at the address given below

Date Signature

Return this signed form to W. Joseph Payne at the following address:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

Received on:                                     

By:                                                                                  

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EX-10.(B)

Exhibit 10(b)

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK

INSTRUCTIONS FOR COMPLETING AWARD AGREEMENT

1.00  Type of Award

This Award Agreement is to be used only to grant Time-based Restricted Stock to Employees.

2.00  Instructions for Completing This Form

To complete this form:

• Select the “edit” option from your P.C.’s horizontal menu bar.

• Select “Replace” from the drop-down dialogue box.

• Using the “Replace” dialogue box:

• In the “Find what” box, type the code of the item to be replaced from the code sheet accompanying this form (using all capital letters or initial capital letters as indicated on the code sheet);

• In the “Replace with” box, type the information to be substituted for the coded item (using all capital letters or initial capital letters as indicated on the code sheet);

• Click “match case”; and

• Click on the “Replace all” box.

• Repeat this procedure for each code to be replaced.

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK AWARD AGREEMENT

Code Sheet

The following codes are used in this award agreement and should be replaced using your P.C.’S “Replace” function (see instructions accompanying this form).

VTA	Grantee’s name (all capital letters)
VTB	Grant Date (all capital letters)
Vtb	Grant Date (initial capital letters only)
Vte	Date that is 30 days after the Grant Date (initial capital letters only)
Vtf	Number of shares of Restricted Stock granted (insert only the number in Arabic numerals)
Vtq	Grantee’s name (initial capital letters only)

THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

GRANTED TO VTA ON VTB

ABX Air, Inc. (“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, the Company and its shareholders adopted the ABX Air, Inc. 2005 Long-Term Incentive Plan (“Plan”) as a means through which you may share in the Company’s success. This is done by granting Awards to key employees like you. If you satisfy the conditions described in this Agreement (and the Plan), your Award will mature into common shares of the Company.

This Award Agreement describes many features of your Award and the conditions you must meet before you may receive the value associated with your Award. To ensure you fully understand these terms and conditions, you should:

• Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan works;

• Read this Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it; and

• Contact W. Joseph Payne at (937) 382-5591 ext. 2686 if you have any questions about your Award.

Also, no later than Vte, you must return a signed copy of the Award Agreement to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the date it was granted and you will not be entitled to receive anything on account of the retroactively revoked Award.

Section 409A of the Internal Revenue Code (“Section 409A”) imposes substantial penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for more information about these penalties). Your Award has been designed to avoid these penalties. However, because the Internal Revenue Service has not yet issued rules fully defining the effect of Section 409A, it may be necessary to revise your Award Agreement if you are to avoid these penalties. As a condition of accepting this Award, you must agree to accept those revisions, without any further consideration, even if those revisions change the terms of your Award and reduce its value or potential value.

1

Nature of Your Award

You have been granted Restricted Stock. If you satisfy the conditions described in this Award Agreement, the restrictions imposed on your Restricted Stock will be removed and you will own the shares. Federal income tax rules apply to Restricted Stock. These and other conditions affecting your Restricted Stock are described in this Award Agreement, the Plan and the Plan’s Prospectus, all of which you should read carefully.

No later than Vte you must return a signed copy of this Award Agreement to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the Grant Date and you will not be entitled to receive anything on account of the retroactively revoked Award.

Grant Date: Your shares of Restricted Stock were issued on Vtb.

This is the date you begin to earn your Award.

Number of Shares of Restricted Stock: You have been granted Vtf shares of Restricted Stock. The conditions that you must meet before you actually own these shares are discussed below in the section titled “When Your Award Will Be Settled.”

Restriction Period: The period that begins on the Grant Date (i.e., Vtb) and ends on December 31, 2007.

This is the period over which the Plan committee will determine if you have met the conditions imposed on your Award.

When Your Award Will Be Settled

During the Restriction Period, your Restricted Stock will be held in escrow. On the Settlement Date, these shares either will be distributed to you, free of any restrictions, or forfeited, depending on whether or not you satisfy the conditions described in this Award Agreement and in the Plan. You may exercise any voting rights associated with your Restricted Stock while it is held in escrow. Any dividends paid on your Restricted Stock during the Restriction Period also will be held in escrow and paid or forfeited on the Settlement Date, depending on whether or not you satisfy the conditions described in this Award Agreement and in the Plan.

Settlement Date: Normally, restrictions on your Restricted Stock will be removed automatically and Vtf shares of Company stock will be distributed to you if you are actively employed on December 31, 2007. However, your Restricted Stock may be settled earlier in the circumstances described in the next section.

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How Your Restricted Stock Might Be Settled Earlier Than the Normal Settlement Date: All restrictions on your Restricted Stock will be removed automatically and Vtf shares of Company stock will be distributed to you if, before the Normal Settlement Date:

• Your employment terminates because of death, disability (as defined in the Plan) or after qualifying for retirement under the ABX Air, Inc. Retirement Income Plan; or

• There is a Business Combination (as defined in the Plan).

How Your Restricted Stock May Be Forfeited: You will forfeit any Restricted Stock if, before your Restricted Stock is settled:

• You terminate employment voluntarily (and before you are eligible for retirement) or if you are involuntarily terminated by the Company for any reason before the Normal Settlement Date (and you are not then eligible for retirement);

• You commit any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion of any of the Company’s or any Subsidiary’s (as defined in the Plan) assets or business opportunities;

• You are convicted of, or enter into a plea of nolo contendere to, a felony;

• You intentionally, repeatedly or continually violate any of the Company’s policies or procedures after notice that you have violated a Company policy or procedure;

• You breach any written covenant or agreement with the Company or any Subsidiary, including the terms of the Plan;

• Without the Company’s advance written consent, you agree to or actually serve in any capacity for a business or entity that competes with any portion of the Company’s or any Subsidiary’s (as defined in the Plan) business or provide services (including business consulting) to an entity that competes with any portion of the Company’s or any Subsidiary’s business;

• You refuse or fail to consult with, supply information to or otherwise cooperate with the Company after having been requested to do so; or

• You deliberately engage in any action that the Company decides harms the Company or any Subsidiary.

Settling Your Award

If all applicable conditions have been met, your Restricted Stock will be settled automatically.

Other Rules Affecting Your Award

Rights During the Restriction Period: During the Restriction Period (and even though these shares are held in escrow until they are settled), you may exercise any voting rights associated

3

with your Restricted Stock. You also will be entitled to receive any dividends paid on these shares, although these dividends also will be held in escrow until the Award is settled and distributed to you (or forfeited) depending on whether or not you have met the conditions described in this Award Agreement and in the Plan.

Beneficiary Designation: You may name a Beneficiary or Beneficiaries to receive any Restricted Stock that is settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form and in the Plan. If you have not made an effective Beneficiary designation, your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

Tax Withholding: Income taxes must be withheld when your Award is settled (see the Plan’s Prospectus for a discussion of the tax treatment of your Award). These taxes may be paid in one of several ways. They are:

• The Company may withhold this amount from other amounts owed to you (e.g., from your salary).

• You may pay these taxes by giving the Company a check (payable to “ABX Air, Inc.”) in an amount equal to the taxes that must be withheld.

• By having the Company withhold a portion of the shares that otherwise would be distributed. The number of shares withheld will have a fair market value equal to the taxes that must be withheld.

• You may give the Company other shares of Company stock (that you have owned for at least six months) with a value equal to the taxes that must be withheld.

You may choose the approach you prefer, although the Company may reject your preferred method for any reason (or for no reason). If this happens, the Company will specify (from among the alternatives just listed) how these taxes are to be paid.

If you do not choose a method within 30 days of the Settlement Date, the Company will withhold a portion of the shares that otherwise would be distributed. The number of shares withheld will have a fair market value equal to the taxes that must be withheld and the balance of the shares will be distributed to you.

Transferring Your Restricted Stock: Normally your Restricted Stock may not be transferred to another person. However, you may complete a Beneficiary Designation Form to name the person to receive any Restricted Stock that is settled after you die. Also, the Committee may allow you to place your Restricted Stock into a trust established for your benefit or the benefit of your family. Contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you are interested in doing this.

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio, except to the extent that the Delaware General Corporation Law is mandatorily applicable.

4

Other Agreements: Also, your Restricted Stock will be subject to the terms of any other written agreements between you and the Company.

Adjustments to Your Restricted Stock: Your Award will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your Restricted Stock will be adjusted to reflect a stock split).

Other Rules: Your Restricted Stock also is subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to ensure you fully understand all the conditions of this Award.

Tax Treatment of Your Award

The federal income tax treatment of your Restricted Stock is discussed in the Plan’s Prospectus. Although you should read the entire tax discussion included in the Plan’s Prospectus, it is very important that you understand now what you may do now to minimize your ordinary income tax liability.

Normally (and as more fully discussed in the Plan’s Prospectus) you are not taxed on the value of your Restricted Stock until it is settled (see above for a discussion of when and how this will happen). At that time, the entire value of the shares distributed to you is taxed as ordinary income and any subsequent appreciation is taxed as a capital asset when the shares are sold.

However, you may increase the portion of all or part of your Award that may be taxed as capital gains by making a “Section 83(b) Election” on the attached “Section 83(b) Election Form.” If you do this within 30 calendar days after the Grant Date (and you must follow all the instructions on the election form):

• You must pay ordinary income tax immediately on the value of your Restricted Shares on the date of this agreement (i.e., the current fair market value multiplied by the number of your Restricted Shares – you can get this figure by contacting W. Joseph Payne at (937) 382-5591 ext. 2686); and

• The appreciation (if any) in the value of your Restricted Shares after the Grant Date will be taxed as gain or loss from the sale of a capital asset when you actually sell the shares; but

• If you make this election and you do not meet all the conditions described in the Plan and this Award Agreement and your Restricted Shares are forfeited, you may not revoke the Section 83(b) Election and you are not entitled to a refund of the amount of taxes you must pay when this election is made, although you may be entitled to a deduction for a capital loss.

Making a Section 83(b) Election may reduce your tax liability. However, there are some obvious risks that only you (and your financial or investment adviser) can assess. Remember though, if you want to make this election, you must follow the instructions included in the Section 83(b) Election Form within 30 days of the date of this agreement.

5

*****

You may contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you have any questions about your Award or this Award Agreement.

*****

Your Acknowledgment of Award Conditions

Note: You must sign and return a copy of this Award Agreement to W. Joseph Payne at the address given below no later than Vte.

By signing below, I acknowledge and agree that:

• A copy of the Plan has been made available to me;

• I have received a copy of the Plan’s Prospectus;

• I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;

• I will consent (on my own behalf and on behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and

• If I do not return a signed copy of this Award Agreement to the address shown below not later than Vte, my Award will be revoked automatically as of the date it was granted and I will not be entitled to receive anything on account of the retroactively revoked Award.

Vtq

(signature)

Date signed: 

A signed copy of this form must be sent to the following address no later than Vte:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

After it is received, the ABX Air, Inc. 2005 Long-Term Incentive Plan Committee will acknowledge receipt of your signed agreement.

6

*****

Committee’s Acknowledgment of Receipt

A signed copy of this Award Agreement was received on                             .

By:

Vtq:

             Has complied with the conditions imposed on the grant and the Award and the Award Agreement remains in effect; or

             Has not complied with the conditions imposed on the grant and the Award and the Award Agreement are revoked as of the Grant Date because             

describe deficiency

ABX Air, Inc. 2005 Long-Term-Incentive Plan Committee

By:

Date:

Note: Send a copy of this completed form to Vtq and keep a copy as part of the Plan’s permanent records.

7

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

BENEFICIARY DESIGNATION FORM

RELATING TO RESTRICTED STOCK ISSUED TO VTA ON VTB

Instructions for Completing This Form

You may use this form to [1] name the person you want to receive any amount due under the ABX Air, Inc. 2005 Long-Term Incentive Plan after your death or [2] change the person who will receive these benefits.

There are several things you should know before you complete this form.

First, if you do not elect another Beneficiary, any amount due to you under the Plan when you die will be paid to your surviving spouse or, if you have no surviving spouse, to your estate.

Second, your election will not be effective (and will not be implemented) unless you complete all applicable portions of this form.

Third, your election will be effective only if this form is completed properly and returned to W. Joseph Payne at the address given below.

Fourth, all elections will remain in effect until they are changed (or until all death benefits are paid).

Fifth, if you designate your spouse as your Beneficiary but are subsequently divorced from that person (or your marriage is annulled), your Beneficiary designation will be revoked automatically.

Sixth, if you have any questions about this form or if you need additional copies of this form, please contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below.

1.00 Designation of Beneficiary

1.01 Primary Beneficiary:

I designate the following persons as my Primary Beneficiary or Beneficiaries to receive any amount due under the Award Agreement described at the top of this form after my death. This benefit will be paid, in the proportion specified, to:

% to
	(Name)	(Relationship)

Address: 

8

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address:

1.02  Contingent Beneficiary

If one or more of my Primary Beneficiaries dies before I die, I direct that any amount due under the Award Agreement described at the top of this form after my death:

             Be paid to my other named Primary Beneficiaries in proportion to the allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or

             Be distributed among the following Contingent Beneficiaries.

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address:

****

9

Elections made on this form will be effective only after this form is received by W. Joseph Payne and only if it is fully and properly completed and signed.

Name: Vtq

Soc. Sec. No.: ______________________________________________________________________________________________

Date of Birth: ______________________________________________________________________________________________

Address: __________________________________________________________________________________________________

__________________________________________________________________________________________________________

Sign and return this form to W. Joseph Payne at the address given below

Date Signature

Return this signed form to W. Joseph Payne at the following address:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

Received on:                                 

By:                                                                      

10

ABX, AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

INSTRUCTIONS FOR COMPLETING SECTION 83(b) ELECTION FORM

You may make a Section 83(b) Election by completing the Section 83(b) Election Form. To do this:

• You must make the election by completing the attached form;

• Within 30 days of the Grant Date, you must send a copy of this form to the Internal Revenue Service Center at which you normally file your federal income tax return;

• You also must send a copy of this form to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

11

ABX, AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME OF TAXPAYER:        Vtq

ADDRESS:    ________________________

                        ________________________

                        ________________________

IDENTIFICATION NUMBER OF TAXPAYER: ________________________

TAXABLE YEAR: Calendar year 2005

2. The property with respect to which the election is made is:

Vtf shares of the Common Stock of ABX Air, Inc., a Delaware corporation (“Company”).

3. The date on which the property was transferred is: Vtb

4. The property is subject to the following restrictions:

Forfeiture in favor of the Company upon termination of taxpayer’s employment before December 31, 2007 for reasons other than death, disability, retirement or in connection with a change in control.

5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $                    

6. The amount (if any) paid for such property: $00.00

The undersigned has submitted a copy of this statement to ABX Air, Inc. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated: _________________
	Vtq

12

EX-10.(C)

Exhibit 10(c)

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNITS

INSTRUCTIONS FOR COMPLETING AWARD AGREEMENT

1.00 Type of Award

This Award Agreement is to be used only to grant Time-based Restricted Stock Units to non-employee directors.

2.00 Instructions for Completing This Form

To complete this form:

• Select the “edit” option from your P.C.’s horizontal menu bar.

• Select “Replace” from the drop-down dialogue box.

• Using the “Replace” dialogue box:

• In the “Find what” box, type the code of the item to be replaced from the code sheet accompanying this form (using all capital letters or initial capital letters as indicated on the code sheet);

• In the “Replace with” box, type the information to be substituted for the coded item (using all capital letters or initial capital letters as indicated on the code sheet);

• Click “match case”; and

• Click on the “Replace all” box.

• Repeat this procedure for each code to be replaced.

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT

Code Sheet

The following codes are used in this Award Agreement and should be replaced using your P.C.’S “Replace” function (see instructions accompanying this form).

VTA	Grantee’s name (all capital letters)
VTB	Grant Date (all capital letters)
Vtb	Grant Date (initial capital letters only)
Vtc	Last day of the sixth full calendar month beginning after the Grant Date
Vte	Date that is 30 days after the Grant Date (initial capital letters only)
Vtf	Number of Restricted Stock Units granted (insert only the number in Arabic numerals)
Vtq	Grantee’s name (initial capital letters only)

THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNITS AWARD AGREEMENT

GRANTED TO VTA ON VTB

ABX Air, Inc. (“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, the Company and its shareholders adopted the ABX Air, Inc. 2005 Long-Term Incentive Plan (“Plan”) as a means through which you may share in the Company’s success. If you satisfy the conditions described in this Agreement (and the Plan), your Award will mature into common shares of the Company, although you may receive your Award in cash if you make an election to that effect shortly before the Settlement Date (see section titled “Settling Your Award” below for instructions on how and when to make a cash election).

This Award Agreement describes many features of your Award and the conditions you must meet before you may receive the value associated with your Award. To ensure you fully understand these terms and conditions, you should:

• Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan works;

• Read this Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it; and

• Contact W. Joseph Payne at (937) 382-5591 ext. 2686 if you have any questions about your Award.

Also, no later than Vte, you must return a signed copy of the Award Agreement to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the date it was granted and you will not be entitled to receive anything on account of the retroactively revoked Award.

Section 409A of the Internal Revenue Code (“Section 409A”) imposes substantial penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for more information about these penalties). Your Award has been designed to avoid these penalties. However, because the Internal Revenue Service has not yet issued rules fully defining the effect of Section 409A, it may be necessary to revise your Award Agreement if you are to avoid these penalties. As a condition of accepting this Award, you must agree to accept those revisions, without any further consideration, even if those revisions change the terms of your Award and reduce its value or potential value.

1

Nature of Your Award

You have been granted Restricted Stock Units (“RSUs”). If you satisfy the conditions described in this Award Agreement, your RSUs will be converted to an equal number of shares of Company stock (or, if you elect, cash equal to the fair market value of an equal number of shares of Company stock). Federal income tax rules apply to RSUs. These and other conditions affecting your RSUs are described in this Award Agreement, the Plan and the Plan’s Prospectus, all of which you should read carefully.

No later than Vte you must return a signed copy of this Award Agreement to:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the Grant Date and you will not be entitled to receive anything on account of the retroactively revoked Award.

Grant Date: Your RSUs were issued on Vtb.

This is the date you begin to earn your Award.

Number of RSUs: You have been granted Vtf RSUs. The conditions that you must meet before the Award matures into shares of Company stock or cash are discussed below in the section titled “When Your Award Will Be Settled.”

Restriction Period: The period that begins on the Grant Date (i.e., Vtb) and ends on Vtc.

This is the period over which the Board will determine if you have met the conditions imposed on your Award.

When Your Award Will Be Settled

Normal Settlement Date: If you continue to serve as a non-employee director throughout the Restriction Period, your RSUs will be converted to an equal number of shares of Company stock (or, if you elect, cash equal to the fair market value of that number of shares of Company stock) and distributed to you when you leave the board. However, if you do not continue to serve as a non-employee director throughout the Restriction Period, your RSUs will be forfeited. However, your RSUs may be settled earlier in the circumstances described in the next section.

How Your RSUs Might Be Settled Earlier Than the Normal Settlement Date: All restrictions on your RSUs will be removed automatically and Vtf shares of Company stock (or, if you elect, cash) will be distributed to you if, before Vtc:

• Your board service terminates because of death, disability (as defined in the Plan) or after completing one full term as a board member; or

2

• There is a Business Combination (as defined in the Plan).

How Your RSUs May Be Forfeited: You will forfeit any RSUs if, before your RSUs are settled:

• Without the Company’s advance written consent, you agree to or actually serve in any capacity for a business or entity that competes with any portion of the Company’s or any Subsidiary’s (as defined in the Plan) business or provide services (including business consulting) to an entity that competes with any portion of the Company’s or any Subsidiary’s business;

• You refuse or fail to consult with, supply information to or otherwise cooperate with the Company after having been requested to do so; or

• You deliberately engage in any action that the Company decides harms the Company or any Subsidiary.

Settling Your Award

If all applicable conditions have been met, your RSUs will be settled automatically when your board service ends. At that time, you will receive one share of Company stock for each RSU you have earned. However, within 30 days before your Award is to be distributed you may elect to receive all or a portion of your Award in cash. If you are interested in doing this, you should contact W. Joseph Payne at (937) 382-5591 ext. 2686 no later than 45 days before your board service is to end.

Other Rules Affecting Your Award

Until Your RSUs Are Settled: Until your RSUs are settled, you may not exercise any voting rights associated with the shares underlying your RSUs. Nor will you be entitled to receive any dividends with respect to those shares.

Beneficiary Designation: You may name a Beneficiary or Beneficiaries to receive any portion of your Award that is settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form and in the Plan. If you have not made an effective Beneficiary designation, your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

Tax Withholding: You (and not the Company) are solely responsible for any income and other tax withholding obligation associated with this Award or its conversion to shares of Company stock or cash.

Transferring Your RSUs: Normally your RSUs may not be transferred to another person. However, you may complete a Beneficiary Designation Form to name the person to receive the value of any RSUs that are settled after you die. Also, the Committee may allow you to place your RSUs into a trust established for your benefit or the benefit of your family. Contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you are interested in doing this.

3

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio, except to the extent that the Delaware General Corporation Law is mandatorily applicable.

Other Agreements: Also, your RSUs will be subject to the terms of any other written agreements between you and the Company.

Adjustments to Your RSUs: Your Award will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your RSUs will be adjusted to reflect a stock split).

Other Rules: Your RSUs also are subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to ensure you fully understand all the conditions of this Award.

Tax Treatment of Your Award

The federal income tax treatment of your RSUs is discussed in the Plan’s Prospectus which you should read carefully.

*****

You may contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below if you have any questions about your Award or this Award Agreement.

*****

Your Acknowledgment of Award Conditions

Note: You must sign and return a copy of this Award Agreement to W. Joseph Payne at the address given below no later than Vte.

By signing below, I acknowledge and agree that:

• A copy of the Plan has been made available to me;

• I have received a copy of the Plan’s Prospectus;

• I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;

• I will consent (on my own behalf and in behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and

4

• If I do not return a signed copy of this Award Agreement to the address shown below not later than Vte, my Award will be revoked automatically as of the date it was granted and I will not be entitled to receive anything on account of the retroactively revoked Award.

Vtq

(signature)

Date signed: _______________________________

A signed copy of this form must be sent to the following address no later than Vte:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

After it is received, the ABX Air, Inc. 2005 Long-Term Incentive Plan Committee will acknowledge receipt of your signed agreement.

*****

Committee’s Acknowledgment of Receipt

A signed copy of this Award Agreement was received on                     .

By:

Vtq:

             Has complied with the conditions imposed on the grant and the Award and the Award Agreement remains in effect; or

             Has not complied with the conditions imposed on the grant and the Award and the Award Agreement are revoked as of the Grant Date because

describe deficiency

ABX Air, Inc. 2005 Long-Term-Incentive Plan Committee

By:

Date: 

Note: Send a copy of this completed form to Vtq and keep a copy as part of the Plan’s permanent records.

5

ABX AIR, INC.

2005 LONG-TERM INCENTIVE PLAN

BENEFICIARY DESIGNATION FORM

RELATING TO RESTRICTED STOCK UNITS ISSUED TO VTA ON VTB

Instructions for Completing This Form

You may use this form to [1] name the person you want to receive any amount due under the ABX Air, Inc. 2005 Long-Term Incentive Plan after your death or [2] change the person who will receive these benefits.

There are several things you should know before you complete this form.

First, if you do not elect another Beneficiary, any amount due to you under the Plan when you die will be paid to your surviving spouse or, if you have no surviving spouse, to your estate.

Second, your election will not be effective (and will not be implemented) unless you complete all applicable portions of this form.

Third, your election will be effective only if this form is completed properly and returned to W. Joseph Payne at the address given below.

Fourth, all elections will remain in effect until they are changed (or until all death benefits are paid).

Fifth, if you designate your spouse as your Beneficiary but are subsequently divorced from that person (or your marriage is annulled), your Beneficiary designation will be revoked automatically.

Sixth, if you have any questions about this form or if you need additional copies of this form, please contact W. Joseph Payne at (937) 382-5591 ext. 2686 or at the address given below.

6

1.00 Designation of Beneficiary

1.01 Primary Beneficiary:

I designate the following persons as my Primary Beneficiary or Beneficiaries to receive any amount due under the Award Agreement described at the top of this form after my death. This benefit will be paid, in the proportion specified, to:

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address:

1.02 Contingent Beneficiary

If one or more of my Primary Beneficiaries dies before I die, I direct that any amount due under the Award Agreement described at the top of this form after my death:

             Be paid to my other named Primary Beneficiaries in proportion to the allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or

             Be distributed among the following Contingent Beneficiaries.

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address: 

% to
	(Name)	(Relationship)

Address:

****

7

Elections made on this form will be effective only after this form is received by W. Joseph Payne and only if it is fully and properly completed and signed.

Name: Vtq

Soc. Sec. No.: ______________________________________________________________________________________________

Date of Birth: _______________________________________________________________________________________________

Address: __________________________________________________________________________________________________

__________________________________________________________________________________________________________

Sign and return this form to W. Joseph Payne at the address given below

Date Signature

Return this signed form to W. Joseph Payne at the following address:

W. Joseph Payne

ABX Air, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

Received on: __________________

By:

8