Employment Agreement Amendment with Bruce Grout



 Exhibit 10(b) 
  
 April 11, 2003 
  
 Mr. Bruce E. Grout 
 c/o Airborne Express, Inc. 
 Post Office Box 662 
 Seattle, WA 98111 
  
 Dear Mr. Grout: 
  
 The purpose of this letter is to amend the letter agreement by and among you, Airborne, Inc. and Airborne Express, Inc. dated August 7, 2001 (the
“Agreement”) to establish your current base pay and bonus payable for 2002 as the floor for calculating the multiple of base pay and bonus portions of the benefits payable under the Agreement. Accordingly, your Agreement is hereby amended
as follows: 
  

	 	1.	 	Section 7(b)(i) is amended in its entirety to read as follows: 

  
 “(i) The sum of A and B, multiplied by the number set forth in paragraph (b)(ii) below, where 
  
 A is the highest of the following: (1) your annual base
salary at the rate in effect as of your termination, (2) your annual base salary at the highest rate in effect during the two-year period prior to the date of termination, and (3) $260,000, and 
  
 B is the amount of any additional compensation, including
any sums awarded under the Executive Incentive Compensation Plan (“EICP”), the Executive Group Incentive Compensation Plan (“EGICP”) and the Management Incentive Compensation Plan (“MICP”) (or any replacement or
successor plans), awarded you for the year most recently ended, whether or not fully paid, or, if higher, such additional compensation for the year in which your termination occurred, determined in accordance with the following principles: the
additional compensation under such plans for the year in which your termination occurred shall be (1) for the period up until the end of the most recent quarter-end prior to termination, a pro rata amount of the annual award that would have been
made assuming (i) to the extent such award is based on an objective performance measure, the actual performance for that period, expressed as a percentage of target for that measure during the period, continued the entire year, and (ii) to the
extent the award is based on other factors or if the target performance was not established prior to the applicable quarter-end, the award shall be made by assuming performance for the year equaled the weighted average of percentages of target
performance achieved for the objective measures for such period, and (2) for the remaining period, a pro rata amount of the annual award that would 








 Mr. Bruce E. Grout 
 Page Two 
 April 11, 2003 
  
 have been made assuming performance
for each measure for the year equaled the targets.1 The additional compensation for such year under any replacement
or successor to such plans shall be based on comparable principles. Notwithstanding the foregoing, in no event shall B be less than $218,215.” 
  
 If you agree that this letter correctly sets forth our agreement regarding the amendment of the Agreement, sign and return to the Company the enclosed
copy of this letter and retain your copy for your files. 
  

	 AIRBORNE, INC.

		
	 By
	 	 /s/ Carl D. Donaway


	 	 	 Its
	 	 Chairman and Chief Executive Officer



  

	 AIRBORNE EXPRESS, INC.

		
	 By
	 	 /s/ David C. Anderson


	 	 	 Its
	 	 Vice President, General Counsel

	 	 	 	 	 and Corporate Secretary



  

	 /s/ Bruce E. Grout


	 	 	 	 	 Bruce E. Grout