<PAGE>

                                                                  EXHIBIT 10 (j)

                        AIRBORNE EXECUTIVE DEFERRAL PLAN
                                      (EDP)




                       Restated Effective January 1, 2001

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Purpose ..................................................................   1

Article 1 - Definitions ..................................................   1

Article 2 - Eligibility ..................................................   3
      2.1   Eligibility and Participation ................................   3
      2.2   Enrollment Requirements ......................................   3

Article 3 - Deferral Commitments .........................................   3
      3.1   Minimum and Maximum Deferrals ................................   3
      3.2   Deferral Commitment Period ...................................   3
      3.3   FICA Taxes ...................................................   3
      3.4   Interest Crediting Prior to Distribution .....................   4
      3.5   Interest Crediting Upon Retirement ...........................   4

Article 4 - In-Service Distributions .....................................   4
      4.1   In General ...................................................   4
      4.2   Hardship Withdrawal ..........................................   4
      4.3   Pre-Determined Withdrawal ....................................   5
      4.4   Early Distribution With Penalty                                  5
      4.5   Payment of Distribution ......................................   5
      4.6   Remaining Account Balance ....................................   5

Article 5 - Commencement of Payment of Benefits ..........................   5
      5.1   Retirement ...................................................   5
      5.2   Disability ...................................................   5
      5.3   Termination ..................................................   6
      5.4   Death Prior to Commencement of Payment of Benefits ...........   6
      5.5   Death After Commencement of Payment of Benefits ..............   6
      5.6   Beneficiary ..................................................   6
      5.7   Forms of Distribution ........................................   6
      5.8   Small Amounts Distribution ...................................   6

Article 6 - Beneficiary ..................................................   7
      6.1   Beneficiary ..................................................   7
      6.2   Beneficiary Designation; Change ..............................   7
      6.3   No Beneficiary Designation ...................................   7
      6.4   Doubt as to Beneficiary ......................................   7
      6.5   Discharge of Obligations .....................................   7
</TABLE>

                                      -i-


<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Article 7  - Leave of Absence ............................................    7
      7.1    Authorized Leave of Absence .................................    7

Article 8  - Company/Participant Liability ...............................    7
      8.1    General Assets ..............................................    7
      8.2    Limitation of Obligation ....................................    8
      8.3    Participant Cooperation .....................................    8
      8.4    Unsecured General Creditor ..................................    8

Article 9  - No Guarantee of Employment ..................................    8
      9.1    No Guarantee of Employment ..................................    8

Article 10 - Termination, Amendment or Modification of the Plan ..........    8
     10.1    Termination of Plan .........................................    8
     10.2    Amendment of Plan ...........................................    8
     10.3    Termination of Deferral Agreement ...........................    9

Article 11 - Change of Control ...........................................    9
     11.1    Change of Control ...........................................    9
     11.2    Termination of Employment Following a Change of Control .....   10
     11.3    Constructive Termination of Employment ......................   10

Article 12 - Other Benefits and Agreements ...............................   11
     12.1    Coordination with Other Benefits ............................   11

Article 13 - Restrictions on Alienation of Benefits ......................   11
     13.1    Nonassignability ............................................   11

Article 14 - Administration of the Plan ..................................   12
     14.1    Committee Administration ....................................   12
     14.2    Committee Authority .........................................   12
     14.3    Committee Indemnity .........................................   12
     14.4    Company's Obligations to the Committee ......................   12
     14.5    Committee Discretion in Payment Schedule ....................   12
     14.6    Legal, Accounting, Clerical and Other Services ..............   12

Article 15 - Claims Procedures ...........................................   12
     15.1    Presentation of Claim .......................................   12
     15.2    Notification of Decision ....................................   13
     15.3    Review of a Denied Claim ....................................   13
     15.4    Decision on Review ..........................................   13
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Article 16 - Trust .......................................................  14
      16.1   Establishment of the Trust ..................................  14
      16.2   Interrelationship of the Plan and the Trust .................  14

Article 17 - Miscellaneous ...............................................  14
      17.1   Notice ......................................................  14
      17.2   Successors ..................................................  14
      17.3   Governing Law ...............................................  14
      17.4   Headings ....................................................  14
      17.5   Validity ....................................................  14
</TABLE>

                                     -iii-

<PAGE>

                        AIRBORNE EXECUTIVE DEFERRAL PLAN

                                     Purpose

The purpose of this Plan is to provide specified benefits to a select group of
key employees who contribute materially to the continued growth, development and
future business success of Airborne, Inc. and its subsidiaries.

                                    Article 1
                                   Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:

1.1   "Account Balance" shall mean the sum of (i) the Deferral Amount and (ii)
      interest credited in accordance with all the applicable interest crediting
      provisions of this Plan, less all distributions made in accordance with
      the Plan.

1.2   "Airborne" shall mean Airborne, Inc., a Delaware corporation.

1.3   "Annual Bonus" shall mean any compensation paid under the Company's EICP,
      EGICP or MICP or any other bonus plan maintained by the Company.

1.4   "Base Annual Salary" shall mean the annual compensation that is to be paid
      by the Company to a Participant for a Plan Year, determined as of the
      first day of that year, excluding bonuses, commissions, overtime and
      non-monetary awards for employment services to the Company.

1.5   "Beneficiary" shall mean the person or persons, or the estate of a
      Participant, designated or determined with Article 6, who is entitled to
      receive benefits under this Plan upon the death of a Participant.

1.6   "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee that a Participant completes, signs and returns
      to the Committee to designate his or her Beneficiary.

1.7   "Board" shall mean the Board of Directors of Airborne.

1.8   "Change of Control" is defined in Section 11.1.

1.9   "Committee" shall mean the administrative committee appointed to manage
      and administer this Plan in accordance with the provisions of Article 14.

1.10  "Company" shall mean Airborne and its direct and indirect subsidiaries.

                                      -1-

<PAGE>

1.11  "Deferral Agreement" shall mean the form of written agreement which is
      entered into by and between the Company and a Participant. A Participant
      may execute a separate Deferral Agreement for each Plan Year. If a
      Participant has executed more than one Deferral Agreement, then, as the
      context requires, references herein to the "Deferral Agreement" shall be
      deemed to refer to the Deferral Agreement for the particular Plan Year in
      question or to all of the Participant's Deferral Agreements.

1.12  "Deferral Amount" shall be the sum of all of a Participant's Base Annual
      Salary deferrals, Annual Bonus deferrals and Quarterly Incentive Bonus
      deferrals.

1.13  "Disability" shall mean a period of disability which qualifies a
      Participant for benefits under the Company's long-term disability program.

1.14  "Effective Date" shall mean, for purposes of this restated Plan, January
      l, 2001. The original effective date of this Plan, originally known as the
      Airborne Express Executive Deferral Plan, was January 1, 1992.

1.15  "Employee" shall mean any person who is in the regular full-time
      employment of the Company as determined by the personnel policies and
      practices of the Company.

1.16  "In-Service Distribution" shall mean the distribution to be made, if
      elected by the Participant, pursuant to Article 4.

1.17  "Interest Crediting Rate" for a Plan Year shall mean the interest rate
      determined and announced by the Committee at any time prior to the
      beginning of the Plan Year. The Committee will base the crediting rate
      upon an established index and shall document and communicate the index
      source prior to the beginning of the Plan Year.

1.18  "Participant" shall mean any Employee who during the term of this Plan (i)
      is eligible to participate under Article 2 of this Plan, (ii) elects to
      participate in this Plan, and (iii) signs a Deferral Agreement and a
      Beneficiary Designation Form, which are returned to and accepted by the
      Committee and are not thereafter terminated.

1.19  "Plan" shall mean Airborne Executive Deferral Plan, which is defined by
      this instrument and by each Deferral Agreement.

1.20  The "Plan Year" shall begin on January 1 of each year and continue through
      December 31 of the same year.

1.21  "Quarterly Incentive Bonus" shall mean any compensation paid under the
      Company's Quarterly Incentive Bonus Plan.

1.22  "Retirement" shall mean the Termination of Employment of a Participant on
      or following his or her Retirement Date, other than on account of death.

                                      -2-

<PAGE>

1.23  "Retirement Date" shall mean the earlier of (a) the date the Participant
      attains age 62, and (b) the first date on which the Participant has both
      attained age 55 and accumulated ten years of service with the Company.

1.24  "Termination Benefit" shall mean the termination benefit provided for in
      Article 5.

1.25  "Termination of Employment" shall mean the cessation of employment with
      the Company.

1.26  "Trust" shall mean the trust established pursuant to that certain Trust
      Agreement, dated as of April 1, 2000, between Airborne Express, Inc., a
      Delaware corporation, and BNY Western Trust Company, a California trust
      company, as amended from time to time.

                                    Article 2
                                   Eligibility

2.1   Eligibility and Participation. An Employee shall become eligible to
      -----------------------------
      participate in this Plan when he or she either (a) becomes an officer of
      the Company, or (b) is specifically nominated for participation by the
      Board. Participation shall be limited to a select group of management and
      highly compensated employees of the Company.

2.2   Enrollment Requirements. As a condition of participation, each Participant
      -----------------------
      shall complete, sign and return to the Committee a Deferral Agreement and
      a Beneficiary Designation Form. The Participant must return all forms by
      the required due date, and comply with all further conditions that may be
      established by the Committee. In any event, the Deferral Agreement must be
      returned prior to the beginning of the calendar year for which the
      deferral election applies.

                                    Article 3
                              Deferral Commitments

3.1   Minimum and Maximum Deferrals. The minimum and maximum deferrals shall be:
      -----------------------------

<TABLE>
<CAPTION>
      ------------------------------------------------------------------------------------------
         Type of Deferral                   Minimum Deferral                Maximum Deferral
      ------------------------------------------------------------------------------------------
<S>                                        <C>                              <C>
       a) Base Annual Salary (BAS)         $50 per pay period                 100% of BAS
      ------------------------------------------------------------------------------------------
       b) Annual Bonus (AMB)                     $ 1,000                      100% of AMB
      ------------------------------------------------------------------------------------------
       c) Quarterly Incentive Bonus (QIB)    $250 per quarter                  100% of QIB
      ------------------------------------------------------------------------------------------
</TABLE>

3.2   Deferral Commitment Period. The "Deferral Commitment Period" for a
      --------------------------
      Participant shall be the fixed number of whole Plan Years specified in his
      or her Deferral Agreement.

3.3   FICA Taxes. For each Plan Year of the Deferral Commitment Period, the
      ----------
      Company shall ratably withhold from that portion of the Participant's Base
      Annual Salary, Annual Bonus and/or Quarterly Incentive Bonus that is not
      being deferred, the Participant's share of FICA taxes based on the full
      amount of the Participant's Base Annual Salary, Annual MICP Bonus

                                      -3-

<PAGE>

      and/or Quarterly Incentive Bonus before reduction by the amount deferred.
      If necessary, the Committee shall reduce the amount deferred in order to
      comply with this Section 3.3.

3.4   Interest Crediting Prior to Distribution. Interest shall be based on the
      ----------------------------------------
      Interest Crediting Rate defined in this Plan, credited in the following
      manner:

      (a)   For Base Annual Salary deferrals, interest shall be credited
            quarterly as though all deferrals during a calendar quarter were
            made on the 45th day of the quarter.

      (b)   For Annual Bonus deferrals and Quarterly Incentive Bonus deferrals,
            interest shall be credited quarterly as though all Annual Bonus and
            Quarterly Incentive Bonus deferrals were made on the 45th day of the
            calendar quarter in which the bonus would otherwise be paid to the
            Participant.

3.5   Interest Crediting Upon Retirement. Following the Retirement of any
      ----------------------------------
      Participant who will receive distribution of his or her Account Balance
      other than in a single lump sum, interest shall be credited based upon the
      average rate credited over the five Plan Years immediately preceding the
      distribution start date. Such rate shall remain constant throughout the
      distribution period.

                                    Article 4
                            In-Service Distributions

4.1   In General. All funds in the Account Balance of a Participant shall remain
      ----------
      in this Plan until the Participant's death, Retirement or Termination of
      Employment, unless the Participant has elected to receive an In-Service
      Distribution according to one of the options listed below.

4.2   Hardship Withdrawal.
      -------------------

      (a)   If a Participant experiences an Unforeseeable Financial Emergency as
            described in Section 4.2(b) below, the Participant may petition the
            Committee to (i) suspend any deferrals required by the Deferral
            Agreement and/or (ii) receive a distribution, which will be limited
            to the amount required to satisfy the Unforeseeable Financial
            Emergency, from this Plan. Any approval of such a petition shall be
            made at the sole discretion of the Committee. If the Committee
            approves a distribution, the distribution shall be made within 60
            days of the date of approval. The distribution may not exceed the
            Participant's Account Balance as of the last day of the month prior
            to the date of the Committee's approval of the petition, calculated
            as if such Participant were receiving a Termination Benefit as of
            such date.

      (b)   An "Unforeseeable Financial Emergency" shall mean an unexpected need
            for cash arising from an illness, casualty loss, sudden financial
            reversal, transfer of place of employment or other such
            unforeseeable occurrence, all as determined in the sole discretion
            of the Committee.

                                      -4-

<PAGE>

4.3   Pre-Determined Withdrawal. Prior to making deferrals, the Participant may
      -------------------------
      elect in a Deferral Agreement to receive an In-Service Distribution at a
      future date to be specified at the time of election. The earliest date
      that an In-Service Distribution can be elected is after the completion of
      the third Plan Year following the Plan Year in which the Deferral
      Agreement is executed. If the Participant chooses to receive an In-Service
      Distribution, he or she shall receive from the Account Balance an amount
      equal to the total Deferral Amount actually deferred during the Plan Year
      following the date of election plus all interest relative to the specified
      distribution, less any portion thereof previously distributed under
      Section 4.2 or any other provision of the Plan.

4.4   Early Distribution With Charge. Upon application by a Participant who has
      ------------------------------
      not had a Termination of Employment, the Committee may determine in its
      sole discretion that payments from such Participant's Account Balance
      shall be made in a different form or on an earlier date than otherwise
      elected under the terms of this Plan (even in the absence of an
      Unforeseeable Financial Emergency). All distributions under this Section
      4.4 shall be subject to a charge equal to ten percent of the amount
      otherwise distributable, which charge shall reduce the Participant's
      Account Balance. Any one or more such distributions approved by the
      Committee shall be paid at such time or times and in such amount or
      amounts as determined by the Committee. A Participant who has received one
      or more distributions under this Section 4.4 thereafter shall not be
      eligible to make any additional deferral under the Plan until the second
      Plan Year commencing after the Plan Year in which the last such
      distribution was made.

4.5   Payment of Distribution. The payment of an In-Service Distribution under
      -----------------------
      Section 4.3 shall be made in a lump sum within 90 days after the first day
      of the Plan Year specified by the Participant in the Deferral Agreement.

4.6   Remaining Account Balance. After the payment of the In-Service
      --------------------------
      Distribution, the remaining Account Balance, if any, shall constitute the
      entire Account Balance and be paid under the other provisions of this
      Plan, as elected.

                                    Article 5
                       Commencement of Payment of Benefits

5.1   Retirement. In the event of a Participant's Retirement, distribution of
      ----------
      the Account Balance of the Participant in the form provided under this
      Article 5 shall, subject to Section 5.4, be commenced (or completed, in
      the case of a single lump sum distribution) within 90 days after the
      Participant's Retirement. If the Account Balance is distributed in a lump
      sum, interest will be credited only through the last day of the month of
      the Participant's Retirement.

5.2   Disability. A Participant who incurs a Disability without a Termination of
      ----------
      Employment will be treated as employed and no payments will be made except
      in accordance with Section 4.2.

                                       -5-

<PAGE>

5.3   Termination. In the event a Participant incurs a Termination of Employment
      -----------
      prior to his or her Retirement Date, for any reason other than death, such
      Participant's Account Balance shall, subject to Section 11.2, be
      distributed 90 days after the termination date. Interest will be credited
      to the Account Balance prior to distribution only through the month
      preceding Termination of Employment.

5.4   Death Prior to Commencement of Payment of Benefits. In the event of a
      --------------------------------------------------
      Participant's death prior to commencement of payment of benefits under
      this Article 5, the balance of the Participant's Account Balance shall be
      distributed to the Participant's Beneficiary in the form indicated in the
      Deferral Agreement, commencing 90 days after the date of the Participant's
      death. If the Account Balance is distributed in a lump sum, interest will
      be credited only through the last day of the month of the Participant's
      death.

5.5   Death After Commencement of Payment of Benefits. In the event of a
      -----------------------------------------------
      Participant's death after commencement of payment of benefits under this
      Article 5, the remainder of the Participant's Account Balance shall be
      paid to the Participant's Beneficiary over the remainder of the period
      under which the distribution began.

5.6   Beneficiary. Prior to commencement of payment of benefits to a
      -----------
      Beneficiary, such Beneficiary may request an alternative form of
      distribution to apply to the remainder of the Participant's Account
      Balance. The Committee, after considering all circumstances that it deems
      relevant (including the effect of such form of distribution on the
      finances of the Company and the financial needs of the Beneficiary), shall
      determine in its sole discretion whether to permit the alternative form of
      distribution. In the event of the death of the Beneficiary prior to
      complete distribution of the Participant's Account Balance, the remainder
      of the Participant's Account Balance shall be paid in a single lump sum to
      the deceased Beneficiary's estate. If more than one person is the
      Beneficiary of a Participant, this Section 5.6 shall be applied separately
      to each such person's share of the Participant's Account Balance.

5.7   Forms of Distribution. Except as otherwise provided in this Plan,
      ---------------------
      distribution of a Participant's Account Balance on account of Retirement
      shall be in one of the following forms: (i) a single lump sum, (ii) 60
      approximately equal monthly installments, (iii) 120 approximately equal
      monthly installments, or (iv) 180 approximately equal monthly
      installments, as the Participant shall elect in any Deferral Agreement;
      provided, however, that in the absence of such election in a Deferral
      Agreement, the Participant's Account Balance shall be payable in 120
      approximately equal monthly installments. Prior to the commencement of
      payment of benefits, the Participant may request, by written application
      to the Committee, an alternative form of distribution that would apply to
      the Participant's entire Account Balance. It is the sole discretion of the
      Committee to determine whether to permit the requested alternative form of
      distribution.

5.8   Small Amounts Distribution. In the event that the value of a Participant's
      --------------------------
      Account Balance does not exceed $20,000 as of the date benefits first
      become distributable, the Committee will distribute the Account Balance in
      a single lump sum payment.

                                      -6-

<PAGE>

                                    Article 6
                                   Beneficiary

6.1   Beneficiary. Each Participant shall have the right, at any time, to
      -----------
      designate any person or persons as his or her Beneficiary (both primary as
      well as contingent) to receive the Participant's Account Balance following
      the death of the Participant.

6.2   Beneficiary Designation; Change. A Participant shall designate his or her
      -------------------------------
      Beneficiary by completing and signing the Beneficiary Designation Form and
      returning it to the Committee. A Participant shall have the right to
      change a Beneficiary by completing, signing and otherwise complying with
      the terms of the Beneficiary Designation Form.

6.3   No Beneficiary Designation. If a Participant fails to designate a
      --------------------------
      Beneficiary as provided above, or if all persons designated as the
      Beneficiary predecease the Participant, then the Participant's designated
      Beneficiary shall be deemed to be his or her surviving spouse and, if the
      Participant has no surviving spouse, the Participant's Account Balance
      shall be paid in a lump sum to the executor or personal representative of
      the Participant's estate.

6.4   Doubt as to Beneficiary. If the Committee has any doubt as to the proper
      -----------------------
      Beneficiary to receive payments pursuant to this Plan, it shall have the
      right to withhold such payments until this matter is resolved to its
      satisfaction.

6.5   Discharge of Obligations. The payment of benefits under this Plan to the
      ------------------------
      Beneficiary of a deceased Participant shall fully and completely discharge
      the Company from all further obligations under this Plan with respect to
      the deceased Participant and his or her Beneficiary.

                                    Article 7
                                Leave of Absence

7.1   Authorized Leave of Absence. If a Participant is authorized by the Company
      ---------------------------
      for any reason to take a paid leave of absence from employment, such
      Participant shall continue to be considered employed as an Employee and
      shall be required to maintain the level of deferrals set forth in his or
      her Deferral Agreement in order to keep the Deferral Agreement in full
      force and effect. If such leave of absence is unpaid, the Participant
      shall continue to be considered employed as an Employee and will be
      excused from making deferrals until the unpaid leave of absence ends;
      provided, however, that if the unpaid leave of absence continues beyond
      twelve consecutive months, the Participant shall be treated as having
      incurred a Termination of Employment as of the end of such twelve-month
      period and the Participant shall receive the Termination Benefit.

                                    Article 8
                         Employer/Participant Liability

8.1   General Assets. Amounts payable to a Participant shall be paid from the
      --------------
      general assets of the Company exclusively.

                                      -7-

<PAGE>

8.2  Limitation of Obligation. The Company shall have no obligation to a
     ------------------------
     Participant under the Plan, except as expressly provided for in this Plan.

8.3  Participant Cooperation. The Participant must cooperate with the Company
     -----------------------
     and the Committee in furnishing all information requested by the Company
     and/or Committee in order to facilitate the payment of benefits, and the
     administration and operation of this Plan. Such information may include
     taking a physical examination, or other actions, and such cooperation shall
     extend beyond the termination of the Deferral Agreement and the Employee's
     participation in this Plan.

8.4  Unsecured General Creditor. Participants, their Beneficiaries and their
     --------------------------
     permitted heirs, successors and assigns shall have no legal or equitable
     rights, interest or claims in any specific property or assets of the
     Company nor shall they be beneficiaries of, or have any rights, claims or
     interests in any life insurance policies, annuities, interests or the
     proceeds therefrom owned, or which may be acquired by, the Company. Any and
     all of the Company's assets shall be, and remain, the general, unpledged
     unrestricted assets of the Company. The Company's liability under this Plan
     shall be merely an unfunded and unsecured promise of the Company to pay
     money in the future.

                                    Article 9
                           No Guarantee of Employment

9.1  No Guarantee of Employment. Nothing in this Plan shall be construed as
     --------------------------
     altering in any manner the employment relationship with an Employee, which
     is hereby acknowledged to be an "at will" employment relationship that can
     be terminated at any time for any reason, with or without cause, unless
     otherwise expressly provided in a written employment agreement. Nothing in
     this Plan creates, or is meant to create, any obligation on the part of the
     Company to keep an Employee employed by the Company or not to terminate an
     Employee at any time and for any reason.

                                   Article 10
               Termination, Amendment or Modification of the Plan

10.1 Termination of Plan. The Company reserves the right to terminate this Plan
     -------------------
     at any time. Upon termination of this Plan, the Participant's Account
     Balance shall be paid out (a) in the manner it would have been paid if the
     Participant had incurred a Termination of Employment on the date of Plan
     termination, or (b) if such Plan termination occurs after the Participant's
     Retirement Date, in the manner it would have been paid in the event of the
     Participant's Retirement on the date of Plan termination. Notwithstanding
     the above, the termination of this Plan shall not affect any Participant or
     Beneficiary who has become entitled to the payment of benefits under this
     Plan as of the date of termination.

10.2 Amendment of Plan. The Company may, at any time, amend or modify this Plan
     -----------------
     in whole or in part; provided, however, that no amendment or modification
     shall be effective to decrease or restrict a Participant's Account Balance
     in existence at the time the amendment or modification is made. The
     amendment or modification of this Plan shall not affect any

                                       -8-

<PAGE>

        Participant or Beneficiary who has become entitled to the payment of
        benefits under this Plan as of the date of the amendment or
        modification.

10.3    Termination of Deferral Agreement. Absent the earlier termination,
        ---------------------------------
        modification or amendment of this Plan, any Deferral Agreement of any
        Participant shall terminate upon the full payment of the applicable
        benefit provided under the provisions of this Plan. The Committee in its
        sole discretion may elect by notice to terminate the Deferral Agreement
        of a Participant, in which case the Participant's Account Balance shall
        be paid out in the manner it would have been paid in the event the
        Participant incurred a Termination of Employment.

                                   Article 11
                                Change of Control

11.1    Change of Control. For purposes of this Plan, "Change of Control" means:
        -----------------

        (a) The acquisition by any person of the power, directly or indirectly,
            to exercise a controlling influence over the management or policies
            of Airborne (either alone or pursuant to an arrangement or
            understanding with one or more other persons), whether through
            ownership of voting securities, through one or more 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 with one or more
            other persons) of the ownership of or power to vote 25% or more of
            the outstanding voting securities of Airborne; or

        (c) The acquisition by a person who is a U.S. citizen (either alone or
            pursuant to an arrangement or understanding with one or more other
            persons) of the ownership of or power to vote 35% or more of the
            outstanding voting securities of Airborne, provided that no change
            in control shall be deemed to occur under this subsection (c) if
            less than 50% of the outstanding voting securities of Airborne are
            acquired and such acquisition has been approved by the Board; or

        (d) If during a period of six years after the acquisition by any person,
            directly or indirectly, of the ownership of or power to vote 10% or
            more of the outstanding voting securities of Airborne, the
            individuals who prior to such acquisition were Directors of Airborne
            ("Prior Directors") shall cease to constitute a majority of the
            Board, unless the nomination of each new Director was approved by a
            vote of a majority of the Prior Directors; or

        (e) The Company is liquidated; all or substantially all of the Company's
            (or Airborne's) assets are sold in one or a series of related
            transactions; or

        (f) The Company (or Airborne) is merged, consolidated, or reorganized
            with or involving any other corporation, other than a merger,
            consolidation, or reorganization (a "transaction") that results in
            the voting securities of the Company (or Airborne) outstanding
            immediately prior thereto continuing to represent (either by
            remaining

                                       -9-

<PAGE>

          outstanding or by being converted into voting securities of the
          surviving entity) more than fifty percent (50%) of the combined voting
          power of the voting securities of Airborne or the Company (or such
          surviving entity) outstanding immediately after such transaction.

     The term "person" for purposes of this paragraph shall include a natural
     person, corporation, partnership, association, joint-stock company, trust
     fund, or organized group of persons.

11.2 Termination of Employment Following a Change of Control. If during the
     -------------------------------------------------------
     four-year period following a Change of Control the Company terminates the
     employment of a Participant for any reason other than Retirement, or if the
     Participant voluntarily terminates his or her employment for Good Reason
     (as defined below) in the manner provided below, the Company shall
     immediately pay the Participant his or her entire Account Balance in a lump
     sum, notwithstanding the provisions of Article 5.

11.3 Good Reason. For purposes of this Plan, a Participant will have "Good
     -----------
     Reason" to voluntarily terminate his or her employment if, following a
     Change of Control:

     (a)  Without the Participant's express written consent, the Participant is
          assigned any duties not customarily performed by senior executives of
          the Company or inconsistent with his or her position as a senior
          executive prior to the Change of Control, or the Company fails to
          maintain the Participant in a senior executive position; or to provide
          the Participant with the normal perquisites of a senior executive of
          the Company, including but not limited to an office and appropriate
          support services, or any other action by the Company which results in
          a diminution in the Participant's position, authority, duties or
          responsibilities as they existed immediately prior to the Change of
          Control, excluding, however, an isolated, insubstantial and
          inadvertent action not taken in bad faith and which is remedied by the
          Company promptly after receipt of notice thereof given by the
          Participant;

     (b)  The Company reduces the Participant's base salary as in effect prior
          to the Change of Control, unless such reduction is applied to all
          officers of the Company (including any parent or successor of the
          Company) and does not exceed the average percentage reduction in base
          salary for all officers of the Company, with a maximum permissible
          reduction of 25%, or the Company fails to increase such base salary
          each year following the Change of Control by an amount which equals at
          least one-half (1/2), on a percentage basis, of the average percentage
          increase in base salary for all officers of the Company or any parent
          or successor of the Company during the prior two full calendar years;

     (c)  The Company fails to maintain any of the employee benefits to which
          the Participant was entitled prior to the Change of Control at a level
          equal to or greater than that in effect prior to the Change of
          Control, through the continuation of the same or substantially similar
          plans, programs and policies, or the Company takes any action which
          adversely affects the Participant's participation in or materially
          reduces the

                                      -10-

<PAGE>

          Participant's benefits under any such plans, programs or policies or
          deprives the Participant of any fringe benefits enjoyed by the
          Participant prior to the Change of Control, unless such a reduction in
          benefits is nondiscriminatory as to the Participant and is applied
          generally;

     (d)  The Company fails to provide the Participant with the number of paid
          vacation days to which the Participant would be entitled as a salaried
          employee of the Company, its subsidiaries or affiliates, or any parent
          or successor of the Company on a nondiscriminatory basis;

     (e)  The Company requires the Participant to be based anywhere other than
          the Participant's current location (or within 25 miles thereof) except
          for required travel on the Company's business to an extent
          substantially consistent with the Participant's business travel
          obligations immediately prior to the Change of Control; or the Company
          relocates the Participant's offices outside of their current location
          (or within 25 miles thereof) without the Participant's consent; or

     (f)  The Company purports to terminate the Participant's employment in
          reliance on grounds relied that are not valid.

     Upon the happening of one or more of these events, the Participant may
     elect to terminate his or her employment for Good Reason by delivering to
     the Company a written notice of termination setting forth the Good Reason.

                                   Article 12
                          Other Benefits and Agreements

12.1 Coordination with Other Benefits. The benefits provided for a Participant
     --------------------------------
     and the Participant's Beneficiary under this Plan are in addition to any
     other benefits available to such Participant under any other plan or
     program for employees of the Company. The Plan shall supplement and shall
     not supersede, modify or amend any other such plan or program except as may
     otherwise be expressly provided.

                                   Article 13
                     Restrictions on Alienation of Benefits

13.1 Nonassignability Neither a Participant nor any other person shall have any
     ----------------
     right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
     otherwise encumber, transfer, hypothecate or convey in advance of actual
     receipt, the amounts, if any, payable hereunder, or any part thereof. No
     part of the amounts payable shall, prior to actual payment, be subject to
     any claims of creditors and, in particular, they shall not be subject to
     attachment, garnishment, seizure or sequestration by any creditor for the
     payment of any debts, judgments, obligations, alimony or separate
     maintenance owed by a Participant or a Beneficiary.

                                      -11-

<PAGE>

                                   Article 14
                           Administration of the Plan

14.1 Committee Administration. The general administration of this Plan, as well
     ------------------------
     as construction and interpretation thereof, shall be the responsibility of
     the Committee, the number of members of which shall be designated and
     appointed from time to time by, and shall serve at, the pleasure of the
     Board.

14.2 Committee Authority. The Committee shall from time to time establish rules,
     -------------------
     forms and procedures for the administration of this Plan. Except as
     otherwise expressly provided, the Committee shall have the exclusive right
     to interpret this Plan and to decide any and all matters arising thereunder
     except that an individual Committee member shall not rule in matters
     involving his or her own account or benefits. The Committee's decisions
     shall be conclusive and binding upon all persons having or claiming to have
     any right or interest under this Plan.

14.3 Committee Indemnity. No member of the Committee shall be liable for any act
     -------------------
     or omission of any other member of the Committee. The Company shall
     indemnify and save harmless each member of the Committee against any and
     all expenses and liabilities arising out of his or her membership on the
     Committee, with the exception of expenses and liabilities arising out of
     his or her own gross negligence or willful misconduct.

14.4 Company's Obligations to the Committee. To enable the Committee to perform
     --------------------------------------
     its functions, the Company shall supply full and timely information to the
     Committee on all matters relating to the compensation of all Participants,
     their Retirement, death, and Termination of Employment, and such other
     pertinent facts as the Committee may require.

14.5 Committee Discretion in Payment Schedule. The Committee shall also have the
     ----------------------------------------
     power, at its sole discretion, to change the manner and timing of payments
     to be made to a Participant or Participant's Beneficiary from that set
     forth in the Participant's Deferral Agreement, if requested to do so by
     such Participant or Beneficiary.

14.6 Legal, Accounting, Clerical and Other Services. The Committee may authorize
     ----------------------------------------------
     one or more of its members or any agent to act on its behalf and may
     contract for legal, accounting, clerical and other services to carry out
     this Plan. All expenses of the Committee shall be paid by the Company.

                                   Article 15
                                Claims Procedures

15.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
     ---------------------
     Participant (such Participant or Beneficiary being referred to below as a
     "Claimant") may deliver to the Committee a written claim for a
     determination with respect to the amounts (i) credited to (or deducted
     from) such Claimant's Account Balance, or (ii) distributable to such
     Claimant from this Plan. If such a claim relates to the contents of a
     notice received by the Claimant,

                                      -12-

<PAGE>

     the claim must be made within 60 days after such notice was received by the
     Claimant. The claim must state with particularity the determination desired
     by the Claimant.

15.2 Notification of Decision. The Committee shall consider a Claimant's claim
     ------------------------
     within a reasonable time, and shall notify the Claimant in writing:

     (a)  that the Claimant's requested determination has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion contrary, in whole or in
          part, to the Claimant's requested determination, and such notice must
          set forth in a manner calculated to be understood by the Claimant:

          (i)   the specific reason(s) for the denial of the claim, or any part
                of it;

          (ii)  specific reference(s) to pertinent provisions of this Plan upon
                which such denial was based;

          (iii) a description of any additional material or information
                necessary for the Claimant to perfect the claim, and an
                explanation of why such material or information is necessary;
                and

          (iv)  an explanation of the claim review procedure set forth in
                Section 15.3.

15.3 Review of a Denied Claim. Within 60 days after receiving a notice from the
     ------------------------
     Committee that a claim has been denied, in whole or in part, a Claimant (or
     the Claimant's duly authorized representative) may file with the Committee
     a written request for a review of the denial of the claim. Thereafter, but
     not later than 30 days after the review procedure began, the Claimant (or
     the Claimant's duly authorized representative):

     (a)  may review pertinent documents;

     (b)  may submit written comments or other documents; and/or

     (c)  may request a hearing, which the Committee, in its sole discretion,
          may grant.

15.4 Decision on Review. The Committee shall render its decision on review
     ------------------
     promptly, and not later than 60 days after the filing of a written request
     for review of the denial, unless a hearing is held or other special
     circumstances require additional time, in which case the Committee's
     decision must be rendered within 120 days after such date. Such decision
     must be written in a manner calculated to be understood by the Claimant,
     and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions upon which the
          decision was based; and

     (c)  such other matters as the Committee deems relevant.

                                      -13-



<PAGE>

                                   Article 16
                                      Trust

16.1 Establishment of the Trust. The Company shall at least annually transfer to
     --------------------------
     the Trust such assets as the Committee determines, in its sole discretion,
     are necessary to provide for the Company's future liabilities created with
     respect to the Deferral Amounts and interest credits for that Plan Year.

16.2 Interrelationship of the Plan and the Trust. The provisions of this Plan
     -------------------------------------------
     and the Deferral Agreement shall govern the rights of a Participant to
     receive distributions pursuant to this Plan. The provisions of the Trust
     shall govern the rights of the Company, Participant and the creditors of
     the Company to the assets transferred to the Trust. The Company shall at
     all times remain liable to carry out its obligations under this Plan. The
     Company's obligations under this Plan may be satisfied with Trust assets
     distributed pursuant to the terms of the Trust.

                                   Article 17
                                  Miscellaneous

17.1 Notice. Any notice given under this Plan to a Participant or his or her
     ------
     Beneficiary shall be in writing and shall be mailed to the Participant or
     Beneficiary at the last known address in the records of the Company. Any
     notice given under this Plan to the Company or Airborne shall be in writing
     and shall be mailed to:

                    AIRBORNE EXPRESS
                    Employee Benefits
                    3101 Western Avenue
                    Seattle, Washington 98111

17.2 Successors. This Plan shall be binding upon the Company and its successors
     ----------
     and assigns, and upon a Participant, the Participant's Beneficiary, and the
     Participant's permitted assigns, heirs, executors and administrators.

17.3 Governing Law. This Plan and each Deferral Agreement shall be governed by
     -------------
     and construed under the laws of the State of Washington.

17.4 Headings. The headings of the articles, sections and paragraphs of this
     --------
     Plan are for convenience only and shall not control or affect the meaning
     or construction of any of its provisions.

17.5 Validity. In the event any provision of this Plan shall be illegal or
     --------
     invalid for any reason, the illegality or invalidity of that provision
     shall not affect the remaining parts hereof, but this Plan shall be
     construed and enforced as if such illegal and invalid provision had never
     been inserted herein.

                                      -14-

<PAGE>

IN WITNESS WHEREOF, Airborne has signed this restated Executive Deferral Plan
effective as of January 1, 2001.

                                        AIRBORNE, INC.


                                        By: /s/ Harvey North
                                            ------------------------------------

                                        Title: Vice President, Human Resources
                                              ----------------------------------

                                      -15-