April 24, 2001 

Lanny H. Michael 

Post Office Box 662  

Seattle, WA  98111-0662 

Dear Mr. Michael: 

         Airborne, Inc., a Delaware corporation ("Airborne" and,collectively with its direct and indirect wholly-ownedsubsidiaries the " Company") and the Board of Directors ofAirborne ("Board) are not necessarily opposed to any mergerproposal or acquisition attempt by third parties.  We recognize,and insist that our executives recognize, that in such mattersour responsibility is to serve the best interests of ourshareholders in maximizing the worth and potential of theirinvestment.  However, Airborne, as a publicly held corporation,must be aware that insofar as it may be the subject ofacquisition attempts, such attempts do raise the possibility of achange in control of the Airborne.  It further recognizes thatsuch a possibility can breed uncertainties as to the continuedtenure and fair treatment of key executives regardless of theirvalue to the Company and their individual merit.  The Company isconcerned that the possibility of acquisition attempts and achange in control can have an adverse effect on its retention ofkey management personnel, and that such acquisition attempts canmake it difficult for such personnel to function most effectivelyin the best interests of the Company and its shareholders.  Inlight of these concerns, the Board has determined that it isappropriate to offer additional security to certain keymanagement personnel to better enable them to functioneffectively without distraction in the event that uncertaintiesas to the future control of the Company should arise.
         Therefore, to induce you to remain in the employ of theCompany and to encourage a high level of effective management inthe best interests of the Company and Airborne's shareholders,this letter agreement sets forth certain benefits which theCompany agrees will be provided to you if your employment withthe Company should be terminated other than for cause, or bydeath, disability or normal retirement, subsequent to a "changein control" of Airborne as defined and set forth in thisAgreement.  As the purpose of this Agreement is to provide youwith stability of job tenure without being discriminated againstbecause of activities on behalf of the Company and Airborne'sshareholders in the face of a possible "change in control" or inthe alternative to provide you with certain defined severancebenefits in the face of termination without cause or upondiscriminatory treatment after a "change in control," theprovisions of this Agreement with regard to benefits shall notapply unless and until a "change in control" occurs.  Further,the benefits set forth in Section 7 of this Agreement will not beprovided if you cease to be in the Company's employ, even after a"change in control" and during the term of this Agreement,because of death, normal retirement, disability, "for cause," orbecause of voluntary termination by you without "good reason" asthey are defined herein.
        1.   Term.  This Agreement will at all times have a three-yearterm.  At such time as either you or the Company give writtennotice to the other party that this Agreement is to be terminated(such notice on your part to have no force or effect unless givenby you no later than three years after a "change in control"), thenthis Agreement will expire three years from receipt of the notice.In any event, this Agreement will terminate at your normalretirement date as defined herein.
        2.   Change in Control.  For the purposes of invoking yourbenefits under this Agreement, a "change in control" shall meanthe occurrence of any one of the following actions or events:(a)  The acquisition by any person of the power, directly orindirectly, to exercise a controlling influence over themanagement or policies of Airborne (either alone or pursuant toan arrangement or understanding with one or more other persons),whether through ownership of voting securities, through one ormore intermediaries, by contract, by way of a reorganization,merger or consolidation, or otherwise; or(b)  The acquisition by a person who is not a U.S. citizen(either alone or pursuant to an arrangement or understanding withone or more other persons) of the ownership of or power to vote25% or more of the outstanding voting securities of Airborne; or(c)  The acquisition by a person who is a U.S. citizen (eitheralone or pursuant to an arrangement or understanding with one ormore other persons) of the ownership of or power to vote 35% ormore of the outstanding voting securities of the Company; or(d)  If during a period of six years after the acquisition by anyperson, directly or indirectly, of the ownership of or power tovote 10% or more of the outstanding voting securities ofAirborne, the individuals who prior to such acquisition wereDirectors of the Company ("Prior Directors") shall cease toconstitute a majority of the Board, unless the nomination of eachnew Director was approved by a vote of a majority of the PriorDirectors;
              The term "person" for purposes of this paragraph shallinclude a natural person, corporation, partnership, association,joint-stock company, trust fund, or organized group of persons.
              3.   Death, Retirement and Disability.  In the event of yourdeath, normal retirement, disability or voluntary terminationwithout good reason during the term hereof and following a"change in control," you or your estate will be entitled toreceive only those applicable benefits under any plans, programsand policies in effect with regard to the executives or salariedemployees of the Company.  For purposes of this Agreement, normalretirement and disability are defined as follows:
         (a)  Normal Retirement:  For purposes of this Agreement,termination by the Company or you of your employment based onnormal retirement shall mean termination at age 65 or suchearlier or later age set in accordance with the retirement policythen generally in effect with regard to the Company's salariedemployees which is not discriminatory as to you.  Normalretirement shall also include retirement in accordance with anyearly or deferred retirement age or date established with yourconsent.
         (b)  Disability:  Disability as grounds for termination shallmean physical or mental illness resulting in your absence fromyour duties with the Company on a full time basis for 365consecutive days following the exhaustion of all current andaccrued sick leave and vacation (as provided by Company policy toall salaried employees on a nondiscriminatory basis).  If withinthirty (30) days after written notice of proposed termination fordisability is given by the Company, you have not returned to thefull time performance of your duties, the Company may terminateyour employment by giving written Notice of Termination for"Disability." 
             4.   Other Termination Following a Change in Control.  If a"change in control" occurs and you are subsequently terminated asan employee by the Company during the term of this Agreement(except for normal retirement, disability or for cause ashereinafter defined) or if you terminate your employment for goodreason, as hereinafter defined, you will be entitled to receivethe benefits set forth in Section 7 hereof.
         5.   Cause.  After a "change in control," the Company mayterminate your employment for "cause" without liability under thebenefit provisions hereof only upon:
                   (a)  The willful and continued failure by you to substantiallyperform your duties with the Company (other than any such failureresulting from your incapacity due to physical or mentalillness), after a demand for substantial performance is deliveredto you by the Board which specifically identifies the manner inwhich the Board believes that you have not substantiallyperformed your duties, or
         (b)  The willful engaging by you in gross misconduct demonstrablyinjurious to the Company.
              For the purpose of this Section 5, no act, or failure toact, on your part shall be considered "willful" if done, oromitted to be done, by you in good faith and in the reasonablebelief that your act or omission was in the best interests of theCompany.  You shall not be deemed to have been terminated forcause unless and until you receive a copy of a resolution dulyadopted by the affirmative vote of not less than three-quartersof the entire membership of the Board at a meeting of the Boardcalled and held for that purpose (after reasonable notice to youand an opportunity for you, together with your counsel, to beheard before the Board), finding that in the good faith opinionof the Board you were guilty of conduct set forth in clauses (a)or (b) of the first sentence of this Section 5 and specifying theparticulars thereof.
              If your employment is terminated for cause, the Companyshall pay you your then current full base salary plus vacationand any other compensation actually accrued through the date oftermination, and the Company shall have no further obligation toyou.
              6.   Good Reason.  You may regard your employment asconstructively terminated by the Company, and yourself terminateyour employment for "good reason" following a "change in control"and during the term hereof, receiving the benefits set forth inSection 7, upon the happening of one or more of the followingevents which will constitute good reason for your own terminationof your employment:
                   (a)  Without your express written consent, the assignment to youof any duties not customarily performed by senior executives ofthe Company and inconsistent with your position as seniorexecutive prior to a "change in control," or the failure of theCompany to maintain you in senior executive position; or toprovide you with the normal perquisites of a senior executive ofthe Company, including but not limited to an office andappropriate support services.
         (b)  A reduction by the Company in your base salary as in effectprior to a "change in control" unless such reduction is appliedto all officers of the Company and does not exceed the averagepercentage reduction in base salary for all officers of theCompany, with a maximum permissible reduction of 25%, or thefailure by the Company to increase such base salary each yearfollowing a "change in control" by an amount which equals atleast one-half (1/2), on a percentage basis, the average percentageincrease in base salary for all officers of the Company or anyparent or successor of the Company during the prior two fullcalendar years;
         (c)  A failure by the Company to maintain any of the employeebenefits to which you are entitled prior to a "change in control"at a level equal to or greater than that in effect prior to a"change in control," through the continuation of the same orsubstantially similar plans, programs and policies, or the takingof any action by the Company which would adversely affect yourparticipation in or materially reduce your benefits under anysuch plans, programs or policies or deprive you of any fringebenefits enjoyed by you prior to a "change in control," unlesssuch a reduction in benefits is nondiscriminatory as to you andis applied generally.
         (d)  The failure by the Company to provide you with the number ofpaid vacation days to which you would be entitled as a salariedemployee of the Company, its subsidiaries or affiliates, or anyparent or successor of the Company on a nondiscriminatory basis.
         (e)  The Company's requiring you to be based anywhere other thanyour current location except for required travel on the Company'sbusiness to an extent substantially consistent with your presentbusiness travel obligations; or the relocation of your officesoutside of their current location without your consent.
         (f)  Any purported termination of your employment by the Companywhich is not effected pursuant to the notice of termination andprocedures required by the specific provision relied upon (i.e.,Disability, or Cause), or normal retirement as defined inSection 3 hereof, or any purported termination for which thegrounds relied upon are not valid.
              Upon the happening of one or more of these events, shouldyou choose to regard your employment as constructivelyterminated, delivery of a written notice of termination settingforth the "good reason" therefore will entitle you to the benefitsas set forth in Section 7 hereof.
              7.   Compensation Upon Termination Without Cause or Terminationfor Good Reason.  If after a "change in control" and during theterm hereof, (i) you are terminated by the Company other than byreason of normal retirement, disability or for cause under thedefinitions and procedures as set forth herein, or (ii) youchoose to terminate your employment for "good reason" as setforth herein, then the Company shall pay to you the followingamounts:
                   (a)  Your full base salary through the date of any Notice ofTermination plus payment for all accrued vacation, and anydeferred compensation to which you are entitled for the year mostrecently ended and the pro rata share of any such compensationwhich would be due in the year of termination, up to the date oftermination, to the extent not already paid; plus
                   (b)  An amount equal to:
                        (i)  The sum of your annual base salary at the rate in effect asof your termination plus the amount of any additionalcompensation awarded you for the year most recently ended(whether or not fully paid) including any sums awarded under theExecutive Incentive Compensation Plan, the Executive GroupIncentive Compensation Plan and the Management IncentiveCompensation Plan, multiplied by:
         (ii) The number three.  If your normal retirement date is less thanthree (3) years from your termination date, then the multipliershall be that fraction remaining until your normal retirementdate rounded to the nearest tenth (i.e., 18 months equals 1.5, 8months equals .7).
         (iii)     With regard to the Company's Profit Sharing Plan andRetirement Income Plan, the Company shall pay a lump sum equal tothe amount forfeited by you, if any, under such plan which wouldhave vested if your employment had continued for the remainingterm of this Agreement.
         (iv) For the remaining term of this Agreement prior to yournormal retirement date, the Company shall pay your healthinsurance premiums, provided you have elected COBRA continuationcoverage, and at the end of such continuation coverage period itshall at its option either arrange for you to receive healthbenefits substantially similar to those which you were receivingimmediately prior to termination of the coverage period, or payto you an amount equal to the premiums the Company would pay onyour behalf for participation in such health plan or plans forthe remaining term of this Agreement prior to your normalretirement date.
         (v)  The Company shall maintain in full force and effect at itsexpense, for the remaining term of this Agreement prior to yournormal retirement date, all other employee benefit plans,programs and policies (including any life or health insuranceplans) in which you were entitled to participate immediatelyprior to your termination, provided that your continuedparticipation is possible under the general terms and provisionsof such plans, programs and policies. In the event that yourparticipation in any such plan, program or policy is not possibleunder its terms and conditions, the Company shall arrange toprovide you with benefits substantially similar to those whichyou would have been entitled to receive under each plan, programor policy. At the end of the period of coverage, you will havethe option to have assigned to you at no cost and with noapportionment of prepaid premiums, any assignable insurancepolicy owned by the Company and relating to you and to takeadvantage of any conversion privileges pertinent to the benefitsavailable under Company policies.
         (vi) In addition to the payment of benefits to which you areentitled under the qualified retirement plans maintained by theCompany in which you are a participant on the date of yourtermination, the Company shall pay you in cash at age 65 or suchearlier retirement date permitted under the plan or plans as youmay elect, an amount equal to the sum of the following:  (a) thedifference between the actuarial equivalent of the amount whichyou are entitled to receive, if any, under the SupplementalExecutive Retirement Plan and the amount which you would havereceived from such plan if you had continued in the employ of theCompany for an additional three years.  If your normal retirementdate would occur during that three-year period, then the amount ofsuch additional compensation shall be calculated on the basisthat your employment continued to that date.  For the purposes ofthe calculation of benefits under the Supplemental ExecutiveRetirement Plan, the "actuarial equivalent" shall be determinedby assuming your survival to age 80, and (b) the differencebetween the actuarial equivalent of the amount which you areentitled to receive, if any, under the Retirement Income Plan andthe amount which you would have received from such plan if youhad continued in the employ of the Company for an additional threeyears.  If your normal retirement date would occur during thatthree-year period, then the amount of such additional compensationshall be calculated on the basis that your employment continuedto that date.  For the purposes of the calculation of benefitsunder the Retirement Income Plan, the "actuarial equivalent"shall be determined by assuming your survival to age 80.
         (vii)     At your option, in lieu of shares of common stock ofAirborne, without par value ("Airborne Shares") issuable uponexercise of options ("Options"), if any, granted to you under theAirborne Key Employee's Stock Option and Stock AppreciationRights Plans (to which options employee waives all rights uponthe making of the payment referred to below), you shall receivean amount in cash equal to the difference between the exerciseprices of all Options held by you whether or not then fullyexercisable, and the higher of (a) the mean between the closingbid and asked prices on the New York Stock Exchange on the dateof termination or (b) the highest price per Airborne Shareactually paid in connection with any change in control ofAirborne.
         (viii)    Notwithstanding any other provisions of this Agreement,if any severance benefits under this Section 7 of this Agreement,together with any other Parachute Payments (as defined underInternal Revenue Code Section 280(G)(b)(2)) made by the Companyto you, if any, are characterized as Excess Parachute Payments(as defined in Internal Revenue Code, Section 280(G)(b)(1)), thenthe Company shall pay to you, in addition to the payments to bereceived under this Section, an amount equal to the excise taxesimposed by Section 4999 of the Code on your Excess ParachutePayments, plus an amount equal to the federal and, if applicable,state income taxes which will be payable by you as a result ofthis additional payment.
              8.   Payments and Disputes.  For purposes of this Agreement, yourdate of termination will be the date written Notice ofTermination is given by the Company to you.  If termination isunder circumstances invoking the benefits or Section 7, then thesums specified therein will be paid no more than ten (10) workingdays after the date of termination, except that the portion ofthe payment based upon the amounts payable under the ManagementIncentive Compensation Plan, the Profit Sharing Plan, theRetirement Income Plan and the Supplemental Executive RetirementPlan shall be paid no later than ten (10) working days after theamounts payable under such plans have been determined followingavailability of results necessary for computation of suchamounts.
              In the event that the Company wishes to contest or dispute atermination for "good reason" by you, it must give written noticeof such dispute within the five day period after the date oftermination.  If you wish to contest or dispute a termination bythe Company, or any failure to make payments claimed to be duehereunder, you must give written notice of such dispute withinthirty days of receiving a Notice of Termination.  In the eventof a dispute, the Company shall continue to pay your full basesalary and continue all your employee benefits in force untilfinal resolution of any such dispute by mutual agreement or thefinal judgment, decree or order of a court of competentjurisdiction (including any appeals, if such are perfected). Youmay, at your or the Company's option, be suspended from allduties during the pendency of such a contest or dispute.  If youprevail in any such contest or dispute, the Company shallthereupon be liable for the full amounts due under Section 7 asof the date of termination after adjustments for amounts alreadypaid.
              The Company will pay all fees and expenses, including fullattorneys' fees, incurred by you in good faith in contesting ordisputing any termination after a "change in control" or inseeking to obtain or enforce any right or benefit provided bythis Agreement.
              In the event that any payments due hereunder shall bedelayed for any reason for more than ten working days from thedate of termination (or availability of results under theManagement Incentive Compensation Plan, the Profit Sharing Plan,the Retirement Income Plan or the Supplemental ExecutiveRetirement Plan, as above provided), the amounts due shall bearthe maximum legal rate of interest until paid.
              Notwithstanding the provisions as to time of payment asabove set forth, you may at your sole option elect to have someor all of such amounts due you deferred to a date or dates ofyour choosing over a period not to exceed three years, in whichevent the unpaid balances shall not bear interest during thedeferred period elected by you. 
             9.   Mitigation.  You shall not be required to mitigate theamount of any payment due under Section 7 by seeking otheremployment.  If you should accept a position with anotheremployer after your date of termination and during the period ofprovision of benefits under Section 7, then the Company shallhave no further liability for the provision of benefits orfurther payments under Section 7(b)(iv) and (v), and theremaining term of this Agreement for purposes of Section 7(b)(vi)will terminate as of the date of your new employment.
              10.  Covenant for Confidentiality and Not to Compete.
              You agree that as an executive of the Company, withimportant responsibilities for and knowledge of its operations,your services are a valuable asset to the Company and that youhave access to business information of material importance to theCompany.  Therefore, to protect the Company's interest in you andin the integrity and success of its operations, you agree thatduring the term of this Agreement while employed by the Companyyou will keep all Company information confidential and will notenter into the employment of, or invest in or contribute to,participate in the activities of, or act as consultant to oradvise any enterprise in whatever form organized and carried onwhich is directly competitive with any business activity thenconducted or planned by the Company, provided, however, that youmay make investments in publicly traded securities of any issuerif the securities owned represent less than 1% of the class ofsuch securities of such issuer then issued and outstanding.  Youfurther agree that for a period of one year following thetermination of your employment with the Company you will continueto keep all Company information confidential and that you willnot enter into the employment in an executive or consultantcapacity or serve on the Board of Directors of any enterprise inwhatever form organized and carried on which is directlycompetitive with any business activity then conducted by theCompany within the continental United States. 
             11.  Successors; Binding Agreement.
                   (a)  This Agreement shall be binding upon any successor (whetherdirect or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/orassets of the Company.  As used herein, "Company" shall mean theCompany as hereinbefore defined and any successor to its businessor assets as aforesaid.
         (b)  This Agreement shall inure to the benefit of and beenforceable by your personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees andlegatees.  If you should die while any amounts are still payableto you hereunder, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of thisAgreement to your devisee, legatee or other designee or, if therebe not such designee, to your estate.
              12.  Notice.  For the purpose of this Agreement, notices and allother communications provided for in the Agreement shall be inwriting and shall be deemed to have been duly given whendelivered by United States certified mail, return receiptrequested, postage prepaid, addressed to the respective addressesset forth on the first page of this Agreement, provided that allnotices to the Company shall be directed to the attention of theChief Executive Officer of Airborne or to such other address aseither party may have furnished to the other in writing inaccordance herewith, except that notices of change of addressshall be effective only upon receipt.
         13.  Miscellaneous.  No provisions of this Agreement may bemodified, waived or discharged unless such waiver, modificationor discharge is agreed to in writing signed by you and the ChiefExecutive Officer of Airborne or such officer as may bespecifically designated by the Board.  No waiver by either partyhereto at any time of any breach of, or lack of compliance with,any conditions or provision of this Agreement shall be deemed awaiver of similar or dissimilar provisions or conditions at thesame or at any prior or subsequent time. 
             No agreements or representations, oral or otherwise, expressor implied, with respect to the subject matter hereof have beenmade by either party which are not set forth expressly in thisAgreement.
              This Agreement supercedes any prior agreement between theCompany and you with respect to the matters set forth herein.
              The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State ofWashington.
              14.  Validity.  The invalidity or unenforceability of anyprovisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, whichshall remain in full force and effect.
         15.  Counterparts.  This Agreement is to be executed incounterparts, each of which shall be deemed to be an original.
              If this letter correctly sets forth our agreements, sign andreturn to the Company the enclosed copy of this letter, retainingyour copy for your files. 

      

                              AIRBORNE, INC. 

                              By /s/ Robert S. Cline 

                                   Its 

                              AIRBORNE EXPRESS, INC. 

                              By /s/ David C. Anderson

                                   Its 

                              Employee