EXHIBIT 10(h)

                             Airborne Express
                                     
                                     
                                 1995-1999
                                     
                                     
                   Executive Incentive Compensation Plan
                    (First Amendment, January 1, 1997)

                                     
                                     
                    Airborne Freight Corporation D/B/A
                            "Airborne Express"
                                     
                                     
                                     
                   EXECUTIVE INCENTIVE COMPENSATION PLAN
                   -------------------------------------
                                     
               Effective January 1, 1995 - December 31, 1999
                    (First Amendment, January 1, 1997)
                                     
1.    Purpose
      -------

      The purpose of this Plan is to achieve Corporate goals by providing
      incentive compensation to eligible key executives who through
      industry, ability and exceptional service, contribute materially to
      the success of Airborne Express.
      
2.    Definitions
      -----------
      When used in the Plan, the following words and phrases shall have the
      following meanings:
      
      (a)  Attainment - The actual results of effort to reach the
           Target for a Performance Measure, usually stated as a percentage
           of Target.

      (b)  Beneficiary - The beneficiary or beneficiaries designated
           to receive the amount, if any, payable under the Plan upon the
           death of a Participant.

      (c)  Board - The Board of Directors of Airborne Freight
           Corporation.

      (d)  Compensation Committee - The Compensation Committee of the
           Board.

      (e)  Maximum - The point above Target that represents the
           maximum payout level for a particular Performance Measure.
  
      (f)  Net Profit - Pre-tax, pre-profit sharing net profit.

      (g)  Participant - Any employee eligible to receive awards under
           section 4.

      (h)  Performance Measure - A specific objective measure to
           assess success in achieving established goals.  Permitted
           Performance Measures are listed in section 5.

      (i)  Plan - The 1995-1999 Executive Incentive Compensation Plan,
           as amended.

      (j)  Plan Year - Each calendar year for which Performance
           Measures and Targets are established for the Company.

      (k)  Retirement - When an employee leaves active service and
           qualifies under the Company's regular or early retirement
           programs.

      (l)  Revenue Growth - Percentage growth in sales revenue over
           the prior year.

      (m)  Target - The point at which performance equals 100% of the
           stated objective.

      (n)  Threshold - The point below Target at which incentive
           payout for each Performance Measure begins.

                                    -2-

3.    Administration
      --------------
      (a)  The Compensation Committee will have the power to interpret
           the Plan and to make all determinations necessary or desirable
           for its administration.

      (b)  The decision of the Compensation Committee on any question
           concerning the interpretation or administration of the Plan will
           be final and conclusive.  Nothing in the Plan will be deemed to
           give any officer or employee, or legal representatives or
           assigns, any right to participate in the Plan except to such
           extent as the Compensation Committee may determine pursuant to
           the provisions of the Plan.

4.    Eligibility
      -----------
      (a)  Positions eligible for the EICP are:
           ------------------------------------
           Chairman of the Board
           Chief Executive Officer
           President
           Chief Operating Officer
           Executive Vice Presidents
           Chief Financial Officer
           President, ABX Air, Inc.
           Division Heads

      Except as otherwise provided below, Participants for a Plan
      Year must be employed for the entire Plan Year.

      (b)  With approval of the Compensation Committee, prior to June
           30 of each Plan Year, additional employees may be included in
           the Plan, with any award pro-rated as shall be determined by the
           Compensation Committee.

      (c)  Participants who retire in good standing during the year
           will be eligible for a pro-rated award for the year in which
           they retire provided they are on the active payroll on June 30th
           or later of the Plan Year.

      (d)  Participants who take a leave of absence will have their
           awards calculated based on actual Airborne salary earnings for
           the calendar year.  Any disability insurance payments will not
           be included as earnings in calculating awards.  Participants who
           are on a leave of absence for more than 90 days and who continue
           to receive full or partial salary continuance will have their
           awards adjusted.  Any salary paid while on a leave of absence
           period over 90 days will not be included in the base used to
           calculate awards.

5.    Performance Measures
      --------------------
      Unless otherwise determined by the Committee, bonuses will be based
      on two Performance Measures -- Net Profit and Revenue Growth.  In
      addition to or in lieu of one or both of the preceding Performance
      Measures, the Committee may select one or more of the following
      Performance Measures: earnings per share, shipment growth, increase
      in stock price, return on assets or return on equity.  The
      Compensation Committee will set annual Targets for each Performance
      Measure within 90 days after the beginning of each Plan Year and
      such Targets may not be changed thereafter.  The Targets may be
      ratified by the Board.   Unless within 90 days after the beginning
      of each Plan Year the Committee selects Performance Measures in
      addition to or in lieu of one or both of Net Profit and Revenue
      Growth, bonuses will be allocated based on Attainment of Targets as
      follows:

      (a)  Net Profit earnings is the major corporate Performance Measure
           and shall be the basis of 75% of the bonus allocation.
           
      (b)  An 80% Threshold is set on targeted Net Profit.

      (c)  A 150% Maximum is set on targeted Net Profit.

                                    -3-

      (d)  Revenue Growth is the second major corporate Performance
           Measure and shall be the basis of 25% of the bonus allocation.

      (e)  An 80% Threshold is set on targeted Revenue Growth.

      (f)  A 150% Maximum is set on targeted Revenue Growth.

6.    Qualifiers on Performance Measures
      ----------------------------------
      (a)  The bonus percentage is applied to the Participant's salary paid
           in the Plan (calendar) Year.

      (b)  No bonus will be paid for Revenue Growth unless the
           Threshold Net Profit is achieved.

      (c)  To receive any award under EICP, a Participant's individual
           performance must be evaluated as at least competent by the
           Compensation Committee.

      (d)  The Committee has the discretion to reduce or eliminate any
           award.

7.    Bonus Amounts
      -------------
      Actual bonuses will be determined by multiplying the following
      percentages, or a pro-rated portion thereof, by  the Participant's
      annual salary.

<TABLE>
<CAPTION>
                   Threshold                        Maximum
   Position     (80% of Target)      Target     (150% of Target)
   ---------     --------------     -------     ---------------
 <S>            <C>              <C>            <C>
 CEO                  30%             80%             160%
                                                
 COO                  30%             70%             140%
                                                
 EVP's                25%             60%             120%
                                                        
</TABLE>

8.    Allocations
      -----------
      Unless otherwise determined under section 5, the EICP incentive
      payment percentages for Attainment of Performance Measures are:
                                     
                                    CEO
                                    ---
                             (100% Corporate)

<TABLE>
<CAPTION>
  Percent of                                        
  Attainment     Profit(75%)   Revenue(25%)       Total
  ----------     ----------     -----------       -----
 <S>            <C>            <C>            <C>
      80%           22.5%           7.5%          30.0%
                                                    
     100%           60.0%          20.0%          80.0%
                                                    
     150%          120.0%          40.0%         160.0%
                                                    
</TABLE>

                                    COO
                                    ---
                             (100% Corporate)

<TABLE>
<CAPTION>
  Percent of                                        
  Attainment     Profit(75%)   Revenue(25%)       Total
  ----------     ----------     -----------       -----
 <S>            <C>            <C>            <C>
      80%           22.5%           7.5%          30.0%
                                                    
     100%           52.5%          17.5%          70.0%
                                                    
     150%          105.0%          35.0%         140.0%
                                                    
</TABLE>
                                    -4-

                                   EVP'S
                                   -----
                             (100% Corporate)

<TABLE>
<CAPTION>
  Percent of                                        
  Attainment     Profit(75%)   Revenue(25%)       Total
  ----------     ----------     -----------       -----
 <S>            <C>            <C>            <C>
      80%           18.75%         6.25%          25.0%
                                                    
     100%           45.0%          15.0%          60.0%
                                                    
     150%           90.0%          30.0%         120.0%
                                                    
</TABLE>

9.    Example
      -------
      An example incentive calculation for the CEO level is shown on page
      7.

10.   Form of Payment
      ---------------
      Awards shall be paid entirely in cash.  Payments will be made as soon
      as practicable after audited performance results are known and
      approved by the Compensation Committee, which should be on or about
      March 1.  Award checks are prepared by the Payroll Department and the
      amounts are subject to tax withholding and Capital Accumulation Plan
      (CAP) deductions.

      If a Participant dies before the end of the Plan Year an amount equal
      to a pro-rated portion thereof as of the date of death shall be paid
      in one lump cash sum to the Participant's Beneficiary.

11.   Limitation on Allocation
      ------------------------
      Notwithstanding any other provision of the Plan, in no circumstances
      will the total amount allocated as an award to a Participant for any
      Plan Year exceed $975,000.

12.   Designation of Beneficiaries
      ----------------------------
      Each Participant shall file with the Company a written designation of
      one or more persons as the Beneficiary who shall be entitled to
      receive the amount, if any, payable under the Plan upon the
      Participant's death.  A Participant may, from time to time, revoke or
      change his Beneficiary designation without the consent of any prior
      Beneficiary by filing a new designation.  The last such designation
      received shall be controlling, provided, however, that no
      designation, or change or revocation thereof, shall be effective
      unless received by the Company prior to the Participant's death, and
      in no event shall it be effective as of a date prior to such receipt.

13.   Absence of Valid Designation
      ----------------------------
      If no such Beneficiary designation is in effect at the time of a
      Participant's death, or if no designated Beneficiary survives the
      Participant, or if such designation conflicts with the law, the
      Participant shall be deemed to have designated the Participant's
      estate as the Participant's Beneficiary and the Participant's estate
      shall receive the payment of the amount, if any, under the Plan upon
      the Participant's death.  If the Compensation Committee is in doubt
      as to the right of any person to receive such amount, the
      Compensation Committee may direct retention of such amount, without
      liability for any interest thereon, until the rights thereto are
      determined or the Compensation Committee may pay such amount to any
      court of appropriate jurisdiction and such payment shall be a
      complete discharge of the liability of the Plan and of Airborne
      Express therefore.

14.   No Liability of Compensation Committee, Board Members or Officers
      -----------------------------------------------------------------
      No members of the Compensation Committee, Board or Corporate officers
      shall be personally liable by reason of any contract or other
      instrument executed by them or on their behalf nor for any mistake or
      judgment made in good faith, and Airborne shall indemnify and hold
      harmless each member of the Board and each other officer, employee or
      director of Airborne Express to whom any duty or power relating to
      the administration or

                                    -5-

      interpretation of the Plan may be allocated or delegated, against any
      cost or expense (including counsel fees) or liability (including any
      sum paid in settlement of a claim with the approval of the
      Compensation Committee) arising out of any act or omission to act in
      connection with the Plan unless arising out of such person's own
      fraud or bad faith.

15.   Right to Amend, Suspend or Terminate Plan
      -----------------------------------------
      The Board reserves the right at any time to amend, suspend or
      terminate the Plan in whole or in part and for any reasons and
      without the consent of any Participant or Beneficiary; provided that
      no such amendment shall adversely affect rights to receive any amount
      to which Participants or Beneficiaries have become entitled prior to
      such amendment.  Unless otherwise provided herein, any amendment,
      modification, suspension or termination of any provisions of the Plan
      may be made retroactively.

16.   No Rights to Continued Employment or Bonus
      ------------------------------------------
      Nothing contained in the Plan shall give any employee the right to be
      retained in the employment of Airborne Express or affect the right of
      Airborne Express to dismiss any employee.  The adoption of the Plan
      shall not constitute a contract between Airborne Express and any
      employee.  No Participant shall receive any right to be granted an
      award hereunder nor shall any such award be considered as
      compensation under any employee benefit plan of Airborne Express
      except as otherwise determined by Airborne Express.

17.   No Right, Title, or Interest in Assets
      --------------------------------------
      The Participant shall have no right, title, or interest whatsoever in
      or to any investments which Airborne Express may make to aid in
      meeting its obligations under the Plan.  Nothing contained in the
      Plan, and no action taken pursuant to its provisions, shall create or
      be construed to create a fiduciary relationship between Airborne
      Express and any Participant or any other person.  To the extent that
      any person acquires a right to receive payments from Airborne Express
      under this Plan, such right shall be no greater than the right of an
      unsecured general creditor of Airborne Express.

18.   Unfunded Plan: Governing Law
      ----------------------------
      The Plan is intended to constitute an incentive compensation
      arrangement for a select group of management or highly compensated
      personnel and all rights thereunder shall be governed by and
      construed in accordance with the laws of the State of Washington.

                                    -6-