
                                                                Exhibit (a)(2)

                       CONSENT AND LETTER OF TRANSMITTAL
                      To Tender and Consent in Respect of
                  5.75% Convertible Senior Notes Due 2007 of

                                AIRBORNE, INC.

                      Pursuant to the Offer to Purchase,
          Consent Solicitation Statement and Change of Control Notice

                            Dated October 15, 2003

-------------------------------------------------------------------------------
This Offer (as defined below) will expire at 5:00 p.m. New York City time, on
November 17, 2003, unless extended (such date, as the same may be extended,
the "Expiration Date"). To receive the Tender Offer Consideration (as defined
below), holders of Notes (as defined below) must tender Notes and provide the
corresponding Consents (as defined below) in the manner described below on or
before the Expiration Date. Airborne's obligation to accept for purchase and
to pay for Notes validly tendered and not withdrawn in the Offer and the
effectiveness of the Proposed Amendments (as defined below) are conditioned
upon, among other things, the receipt of the Requisite Consents (as defined
below). The valid tender of Notes will constitute the giving of Consent with
respect to such Notes and the valid withdrawal of tendered Notes will
constitute the revocation of Consent with respect to such Notes. Holders may
not deliver Consents without tendering the related Notes or revoke Consents
without withdrawing the related Notes. Notes tendered in the Offer may be
withdrawn at any time prior to the Expiration Date.
-------------------------------------------------------------------------------

             The Depositary for the Offer and the Solicitation is:

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                          Information (800) 735-7777

     By Registered or              Regular Mail &             In Person by
      Certified Mail:            Overnight Courier:            Hand Only:

DB Services Tennessee, Inc. DB Services Tennessee, Inc.   Deutsche Bank Trust
   Reorganization Unit       Corporate Trust & Agency      Company Americas
     P.O. Box 292737       Services Reorganization Unit C/O The Depository Trust
 Nashville, TN 37229-2737    648 Grassmere Park Road      Clearing Corporation
    Fax: (615) 835-3701        Nashville, TN 37211          55 Water Street,
                            Attention: Karl Shepherd           1st floor
                              Confirm by Telephone       Jeanette Park Entrance
                                 (615) 835-3572             New York, NY 10041

          Delivery of this Consent and Letter of Transmittal (this "Consent
and Letter of Transmittal") to an address other than as set forth above, or
transmission of instructions via a facsimile number other than as listed
above, will not constitute a valid delivery. This Consent and Letter of
Transmittal and the instructions hereto should be used only to tender the
5.75% Convertible Senior Notes due 2007 (the "Notes") of Airborne, Inc.
("Airborne").

          Holders may not tender their Notes without delivering the related
Consents and may not deliver Consents without tendering the related Notes.
Notes tendered may be withdrawn at any time prior to the Expiration Date. A
valid withdrawal of Notes will render the corresponding Consent defective. A
Consent cannot be revoked without a valid withdrawal of the related Notes.
Accordingly, a purported revocation of a Consent without a concurrent valid
withdrawal of the related Notes will not render the tender of the Notes or the
related Consent defective.

          The instructions contained herein and in the Statement (as defined
below) should be read carefully before this Consent and Letter of Transmittal
is completed.

October 15, 2003


                                     -1-
<PAGE>



          By execution hereof, the undersigned acknowledges receipt of the
Offer to Purchase, Consent Solicitation Statement and Change of Control
Notice, dated October 15, 2003 (as the same may be amended from time to time,
the "Statement") and this Consent and Letter of Transmittal and instructions
hereto, which together relate to (i) Airborne's offer to purchase (the
"Offer") for cash, on the terms and subject to the conditions set forth in the
Offer, any and all of its outstanding Notes at a price (the "Tender Offer
Consideration") equal to $1,080 per $1,000 of the principal amount of the
Notes, plus accrued and unpaid interest to, but excluding, the date on which
the Notes are accepted for purchase under the Offer (the "Acceptance Date")
and (ii) Airborne's solicitation (the "Solicitation") of consents (the
"Consents") from holders of the Notes (each, a "Holder") to the adoption of
the proposed amendments (the "Proposed Amendments") to (i) the Indenture,
dated as of March 25, 2002 (the "Original Indenture"), as supplemented by the
First Supplemental Indenture, dated August 15, 2003 (the "First Supplemental
Indenture" and together, with the Original Indenture, the "Indenture"),
between Airborne, the Guarantors (as defined therein) and The Bank of New
York, as trustee, pursuant to which the Notes were issued and (ii) the
Registration Rights Agreement, dated as of March 25, 2002 (the "Registration
Rights Agreement"), executed by Airborne and the Guarantors for the benefit of
the Holders. Airborne is not offering any separate or additional payment from
the Tender Offer Consideration for the Consents. Pursuant to the terms of the
Indenture and the Registration Rights Agreement, the Proposed Amendments
require the receipt of Consents from Holders of at least a majority in
aggregate principal amount of the Notes outstanding (the "Requisite
Consents"). Airborne's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon, among
other things, the receipt of the Requisite Consents. All capitalized terms
used herein but not otherwise defined shall have the meanings ascribed to them
in the Statement.

          This Consent and Letter of Transmittal or a facsimile thereof and
all other documents and instruments required hereby should be mailed or
delivered to the Depositary, at the address set forth above. Originals of all
documents sent by facsimile should be sent promptly by registered mail, by
hand or by overnight courier. Delivery of this Consent and Letter of
Transmittal to an address other than as set forth above will not constitute a
valid delivery.

          Holders who wish to be eligible to receive the Tender Offer
Consideration pursuant to the Offer must validly tender their Notes (and
thereby give the related Consents to the Proposed Amendments) to the
Depositary on or prior to 5:00 p.m., New York City time, on the Expiration
Date and not properly withdraw such Notes (and thereby revoke the related
Consents).

          The valid tender of Notes will constitute the giving of Consent with
respect to such Notes. Holders may not tender their Notes without delivering
the related Consents and may not deliver Consents without tendering the
related Notes. Notes tendered may be withdrawn at any time prior to the
Expiration Date. A valid withdrawal of Notes will render the corresponding
Consent defective. A Consent cannot be revoked without a valid withdrawal of
the related Notes. Accordingly, a purported revocation of a Consent without a
concurrent valid withdrawal of the related Notes will not render the tender of
the Notes or the related Consent defective.

          Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon the
receipt of the Requisite Consents and upon the satisfaction or waiver of the
other general conditions to the Offer. If the Requisite Consents are not
received, or any of the other conditions to the Offer are not satisfied or
waived by Airborne, Airborne will not be obligated to accept for purchase or
to pay for any Notes and any Notes previously tendered will be returned to the
tendering Holders.

          Airborne reserves the right (i) to waive any and all conditions to
the Offer, except that the receipt of the Requisite Consents may not be
waived, (ii) to extend or terminate the Offer or (iii) to otherwise amend the
Offer in any respect.

          This Consent and Letter of Transmittal is to be used by Holders if
(i) Notes and the Consents are to be physically delivered to Deutsche Bank
Trust Company Americas as depositary for the Notes tendered in this Offer (the
"Depositary") herewith by Holders or (ii) tender of Notes and the Consents is
to be made by book-entry transfer to the Depositary's account at The
Depositary Trust Company ("DTC") pursuant to the procedures set forth in the
Statement under the caption "Procedures for Tendering Notes and Delivering
Consents" by any financial institution that is a participant in DTC and whose
name appears on a security position listing as the owner of Notes, unless an
Agent's Message is delivered in connection with such book-entry transfer and,
in each case, instructions are not being transmitted through the DTC Automated
Tender Offer Program ("ATOP").


                                     -2-


<PAGE>


          Any financial institution that is a participant in DTC may make
book-entry delivery of the Notes by causing DTC to transfer such Notes into
the Depositary's account in accordance with DTC's procedures for such
transfer. However, although delivery of Notes may be effected through
book-entry transfer into the Depositary's account at DTC, an Agent's Message
in connection with a book-entry transfer and any other required documents
must, in any case, be transmitted to and received by the Depositary at one or
more of its addresses set forth on the back cover of this Statement on or
prior to the Expiration Date. To tender Notes (and thereby deliver Consents)
through ATOP, the electronic instructions sent to DTC and transmitted by DTC
to the Depositary must contain the character by which the DTC participant
acknowledges its receipt of and agrees to be bound by this Consent and Letter
of Transmittal. Delivery of documents to DTC does not constitute delivery to
the Depositary.

          There are no guaranteed delivery provisions provided for by Airborne
in conjunction with the Offer under the terms of this Statement or any other
of the offer materials. Holders must tender their Notes in accordance with the
procedures set forth in this Consent and Letter of Transmittal and in the
Statement under "Procedures for Tendering Notes and Delivering Consents."

          The Offer is not being made to, and tenders of Notes will not be
accepted from or on behalf of, Holders in any jurisdiction in which the making
or acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.

          To properly complete this Consent and Letter of Transmittal, a
Holder must:

          o     complete the box entitled "Description of Notes";

          o     check one of the boxes relating to the delivery of Notes and
                complete the box entitled "Method of Delivery";

          o     sign this Consent and Letter of Transmittal by completing the
                box entitled "Please Sign Here";

          o     if appropriate, check and complete the boxes relating to the
                "Special Payment Instructions" and "Special Delivery
                Instructions"; and

          o     complete the Form W-9.

          Beneficial owners whose Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee if they
desire to tender Notes pursuant to the Offer (and thereby deliver Consents
pursuant to the Solicitation with respect to such Notes).


                                     -3-


<PAGE>



                                TENDER OF NOTES

                              METHOD OF DELIVERY

          The undersigned has completed, executed and delivered this Consent
and Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Offer. The instructions included with this Consent
and Letter of Transmittal must be followed. Your bank or broker can assist you
in completing this form. Questions and requests for assistance or for
additional copies of the Statement and this Consent and Letter of Transmittal
may be directed to the Information Agent. See Instruction 11 below.

[ ]       CHECK HERE IF CERTIFICATES FOR TENDERED NOTES ARE ENCLOSED HEREWITH.

[ ]       CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
          TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC
          AND COMPLETE THE FOLLOWING:

          Name of Tendering Institution: ______________________________________
          Account Number with DTC: ____________________________________________
          Transaction Code Number: ____________________________________________

          List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Consent and Letter of Transmittal. Tenders of Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.

--------------------------------------------------------------------------------
                           DESCRIPTION OF THE NOTES
--------------------------------------------------------------------------------
      Name(s) and                          Aggregate       Principal Amount(s)
   Address(es) of                          Principal         Tendered and as
 Registered Holder(s)     Certificate      Amount(s)        to which Consents
(Please fill in blank)     Number(s)*    Represented**         are Given***
---------------------- ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

---------------------- ---------------- --------------- ------------------------
                       Total Principal   $               $
                       Amount of Notes
---------------------- ---------------- --------------- ------------------------
*    Need not be completed by Holders tendering by book-entry transfer (see
     below).

**   Unless otherwise indicated in the column labeled "Principal Amount(s)
     Tendered and as to which Consents are Given" and subject to the terms and
     conditions of the Statement, a Holder will be deemed to have tendered the
     entire aggregate principal amount represented by the Notes indicated in
     the column labeled "Aggregate Principal Amount(s) Represented." See
     Instruction 3.

***  For a valid tender, Consent must be given for all Notes tendered.
     Accordingly, Consents will be deemed to be given in respect of all Notes
     tendered.
--------------------------------------------------------------------------------


The name(s) and address(es) of the registered Holders should be printed if not
already printed above, exactly as they appear on the Notes tendered hereby.
The aggregate amount of Notes held by the undersigned and the principal amount
of Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes.


                                     -4-


<PAGE>


                   Note: Signatures must be provided below.

          Please read this Consent and Letter of Transmittal, including the
accompanying instructions, carefully.

Ladies and Gentlemen:

          Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to Airborne the principal amount of Notes indicated
above and thereby consents to the Proposed Amendments.

          Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Notes tendered with this Consent and
Letter of Transmittal, the undersigned hereby (i) sells, assigns and transfers
to, or upon the order of, Airborne, all right, title and interest in and to
the Notes that are being tendered hereby, (ii) waives any and all other rights
with respect to the Notes, including any existing or past defaults and their
consequences in respect of the Notes and the Indenture under which the Notes
were issued, and (iii) releases and discharges Airborne and its affiliates
from any and all claims such Holder may have now, or may have in the future,
arising out of, or related to, the Notes, including any claims that such
Holder is entitled to receive additional principal or interest payments with
respect to the Notes or to participate in any redemption or defeasance of the
Notes and also consents to the Proposed Amendments. The undersigned hereby
irrevocably constitutes and appoints the Depositary as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Depositary also acts as the agent of Airborne) with respect to such Notes,
with full power of substitution and resubstitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (a)
present such Notes and all evidences of transfer and authenticity to, or
transfer ownership of, such Notes on the account books maintained by DTC to,
or upon the order of, Airborne, (b) present such Notes for transfer of
ownership on the relevant security register, (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Notes and (d)
deliver to Airborne and the Trustee this Consent and Letter of Transmittal as
evidence of the undersigned's consent to the Proposed Amendments and as
certification that the Requisite Consents have been received, all in
accordance with the terms and conditions of the Offer.

          The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides the written Consent, with
respect to the Notes tendered hereby, to the Proposed Amendments. The
undersigned understands that any Consent provided hereby shall remain in full
force and effect until such Consent is validly revoked in accordance with the
procedures set forth in the Statement and this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation set forth in the Indenture or the
Registration Rights Agreement, which are hereby waived. Under the terms of the
Indenture and the Registration Rights Agreement, the Proposed Amendments
require the Requisite Consents. Upon receipt of the Requisite Consents,
Airborne intends to (i) enter into, and to use its reasonable best efforts to
cause the Trustee and any other necessary parties to enter into, a second
supplemental indenture (the "Second Supplemental Indenture") to the Indenture
and (ii) execute an amendment to the Registration Rights Agreement
("Registration Rights Amendment"), which together provide for the Proposed
Amendments. The Second Supplemental Indenture and Registration Rights
Amendment will not become operative unless and until Airborne receives the
Requisite Consents and accepts the corresponding Notes for purchase pursuant
to the Offer.

          Tenders of Notes made prior to the Expiration Date may be properly
withdrawn at any time prior to the Expiration Date but not thereafter, unless
otherwise required by law. A valid withdrawal of tendered Notes effected prior
to the Expiration Date will constitute the concurrent valid revocation of such
Holder's related Consent. A Consent cannot be revoked without a valid
withdrawal of the related Notes. Accordingly, a purported revocation of a
Consent without a concurrent valid withdrawal of the related Notes will not
render the tender of the Notes or the related Consent defective. For a
withdrawal of Notes to be proper, a Holder must comply fully with the
withdrawal procedures set forth below.

          Holders who wish to exercise their right to withdrawal with respect
to the Offer must give written notice of withdrawal delivered by mail, hand
delivery of facsimile transmission (or an electronic ATOP transmission notice
of withdrawal in the case of DTC participants), which notice must be received
by the Depositary at one of its addresses set forth on the back cover of this
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal must (i) specify the name of the person who tendered the Notes to
be withdrawn, (ii) state the name in which the Notes are registered (or, if
tendered by book-entry transfer, the name of the DTC participant whose name
appears on the security position listing as the owner of such Notes), if
different than that of the person who tendered the Notes to be withdrawn,
(iii) contain the description of the Notes to be withdrawn and identify the
certificate number or numbers shown on the particular certificates evidencing
such Notes (unless such Notes were tendered by

                                     -5-


<PAGE>


book-entry transfer) and the aggregate principal amount represented by such
Notes and (iv) be signed by the Holder of such Notes in the same manner as the
original signature on the Consent and Letter of Transmittal by which such
Notes were tendered (including any required signature guarantees), if any, or
be accompanied by (x) documents of transfer sufficient to have the Trustee
register the transfer of the Notes into the name of the person withdrawing
such Notes and (y) a properly completed irrevocable proxy that authorized such
person to effect such revocation on behalf of such Holder. If the Notes to be
withdrawn have been delivered or otherwise identified to the Depositary, a
signed notice of withdrawal is effective immediately upon written or facsimile
notice of withdrawal even if physical release is not yet effected. Any Notes
properly withdrawn will be deemed to be not validly tendered for purposes of
the Offer and will constitute the concurrent valid revocation of such Holder's
Consent.

          Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) at any time on or prior to the Expiration Date by following
the procedures described under "Procedures for Tendering Notes and Delivering
Consents" in the Statement.

          All questions as to the form and validity (including time of
receipt) of any notice of withdrawal of a tender will be determined by
Airborne, in its sole discretion, which determination shall be final and
binding. None of Airborne, the Depositary, the Dealer Manager, the Information
Agent or any other person will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal of a tender or revocation
of a Consent or incur any liability for failure to give any such notification.

          The undersigned hereby represents and warrants that the undersigned
(i) owns the Notes tendered hereby and is entitled to tender such Notes and
(ii) has full power and authority to tender, sell, assign and transfer the
Notes tendered hereby and to give any Consent contained herein, and that when
such Notes are accepted for purchase and payment by Airborne, Airborne will
acquire good title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Airborne to be necessary or desirable to complete
the sale, assignment and transfer of the Notes tendered hereby to perfect the
undersigned's Consent to the Proposed Amendments and to complete the execution
of the Second Supplemental Indenture and the Registration Rights Amendment
reflecting such Proposed Amendments.

          The undersigned understands that tenders of Notes pursuant to any of
the procedures described in the Statement under the caption "Procedures for
Tendering Notes and Delivering Consents" and in the instructions hereto and
acceptance thereof by Airborne will constitute a binding agreement between the
undersigned and Airborne, upon the terms and subject to the conditions of the
Offer, including the undersigned's waiver of any existing defaults and their
consequences in respect of the Notes, the Indenture and the Registration
Rights Agreement.

          For purposes of the Offer, Airborne will be deemed to have accepted
for purchase validly tendered Notes (or defectively tendered Notes with
respect to which Airborne has waived such defect) if, as and when Airborne
gives oral, or written notice thereof to the Depositary.

          Under certain circumstances and subject to certain conditions of the
Offer (each of which Airborne may waive) set forth in the Statement, Airborne
may not be required to accept for purchase any of the Notes tendered
(including any Notes tendered after the Expiration Date). Any Notes not
accepted for purchase will be returned promptly to the undersigned at the
address set forth above unless otherwise indicated herein under "Special
Delivery Instructions" below.

          All authority conferred or agreed to be conferred by this Consent
and Letter of Transmittal shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Consent and
Letter of Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.

          The delivery and surrender of the Notes is not effective, and the
risk of loss of the Notes does not pass to the Depositary until receipt by the
Depositary of this Consent and Letter of Transmittal or a facsimile hereof,
properly completed and duly executed, together with all accompanying evidences
of authority and any other documents in form satisfactory to Airborne.

          Unless otherwise indicated herein under "Special Issuance
Instructions," the undersigned hereby requests that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of


                                     -6-


<PAGE>


the undersigned (and in the case of Notes tendered by book-entry transfer, by
credit to the account specified at DTC) and checks constituting payments for
Notes be purchased in connection with the Offer and be issued to the order of
the undersigned. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," the undersigned hereby requests that any Notes
representing principal amounts not tendered or not accepted for purchase and
checks constituting payments for Notes to be purchased in connection with the
Offer, be delivered to the undersigned at the address(es) shown above. In the
event that the "Special Issuance Instructions" box or the "Special Delivery
Instructions" box or both are completed, the undersigned hereby requests that
any Notes representing principal amounts not tendered or not accepted for
purchase be issued in the name(s) of, and checks constituting payment for
Notes to be purchased in connection with the Offer be issued in the name(s)
of, and be delivered to, the person(s) at the address(es) so indicated. The
undersigned recognizes that Airborne has no obligation pursuant to the
"Special Issuance Instructions" box or "Special Delivery Instructions" box to
transfer any Notes from the name of the registered Holder(s) thereof if
Airborne does not accept for purchase any of the principal amount of such
Notes so tendered.


                                     -7-


<PAGE>




_______________________________________________________________________________

                               PLEASE SIGN HERE

   (To Be Completed by All Tendering Holders of Notes Regardless of Whether
   Notes Are Being Physically Delivered Herewith, Unless an Agent's Message
     Is Delivered In Connection With a Book-Entry Transfer of Such Notes)

          The completion, execution and delivery of this Consent and Letter of
Transmittal will be deemed to constitute a Consent to the Proposed Amendments.

          This Consent and Letter of Transmittal must be signed by the
registered Holder(s) of Notes exactly as its (their) name(s) appear(s) on the
Notes or if tendered by a participant in the DTC, exactly as such
participant's name appears on a security position listing as the owner of
Notes, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Consent and Letter of
Transmittal. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to Airborne of such
person's authority to so act. See Instruction 4 below.

          If the signature appearing below is not of the registered Holder(s)
of the Notes, then the registered Holder(s) must sign a valid proxy.

X         __________________________________________________________________

X         __________________________________________________________________
              (Signature(s) of Holder(s) or Authorized Signatory)

Dated:    __________________________________________, 2003

Name(s):  __________________________________________________________________

____________________________________________________________________________
                                (Please Print)
Capacity: __________________________________________________________________

Address (including zip code): ______________________________________________

          __________________________________________________________________


Area Code and Telephone No.: _______________________________________________

                        PLEASE COMPLETE FORM W-9 HEREIN
            MEDALLION SIGNATURE GUARANTEE (See Instruction 4 below)
       Certain Signatures Must be Guaranteed by an Eligible Institution

          __________________________________________________________________
           (Name of Eligible Institution Guaranteeing Signature(s))

          __________________________________________________________________
              (Address (including zip code) and Telephone Number
                        (including area code) of Firm)

          __________________________________________________________________
                            (Authorized Signature)

          __________________________________________________________________
                                (Printed Name)

          __________________________________________________________________
                                    (Title)
          Dated: _______________________________________, 2003

          Area Code and Telephone No.:  ____________________________________

_______________________________________________________________________________


                                     -8-
<PAGE>

________________________________________________________

            SPECIAL ISSUANCE INSTRUCTIONS
           (See Instructions 3, 4, 5 and 7)

     To be completed ONLY if Notes in a principal
amount not tendered or not accepted for purchase are
to be issued in the name of, or checks constituting
payments for Notes to be purchased are to be issued
to the order of, someone other than the person or
persons whose signature(s) appear(s) within this
Consent and Letter of Transmittal or issued to an
address different from that shown in the box entitled
"Description of the Notes" within this Consent and
Letter of Transmittal, or if Notes tendered by
book-entry transfer that are not accepted for
purchase are to be credited to an account maintained
at DTC other than the one designated above.

Issue    [ ]  Notes
         [ ]  Checks
         (check as applicable)

Name(s): _____________________________________________
                       (Please Print)
Address: _____________________________________________
                       (Please Print)

______________________________________________________
                                          (Zip Code)

______________________________________________________
  Taxpayer Identification or Social Security Number
                (See Form W-9 herein)

[ ] Credit unpurchased Notes by book-entry transfer
to the DTC account set forth below:

                 (DTC Account Number)

Name of Account Party:
______________________________________________________

           PLEASE COMPLETE FORM W-9 HEREIN

SIGNATURE GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by an Eligible
Institution

______________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)


________________________________________________________
________________________________________________________
________________________________________________________
     (Address (including zip code) and Telephone
        Number (including area code) of Firm)


________________________________________________________
                (Authorized Signature)

________________________________________________________
                    (Printed Name)

________________________________________________________
                       (Title)
Date:  ______________________________________, 2003


________________________________________________________



________________________________________________________

            SPECIAL DELIVERY INSTRUCTIONS
           (See Instructions 3, 4, 5 and 7)

      To be completed ONLY if Notes in a principal
amount not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased
are to be sent to someone other than the person or
persons whose signature(s) appear(s) within this
Consent and Letter of Transmittal or to an address
different from that shown in the box entitled
"Description of the Notes" within this Consent and
Letter of Transmittal.

Deliver  [ ]  Notes
         [ ]  Checks
         (check as applicable)


Name(s): _____________________________________________
                       (Please Print)
Address: _____________________________________________
                       (Please Print)

______________________________________________________


______________________________________________________
                                         (Zip Code)

______________________________________________________
  Taxpayer Identification or Social Security Number
              (See Form W-9 herein)



                                     -9-
<PAGE>


                                 INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND THE
                                 SOLICITATION

    1.    Delivery of this Consent and Letter of Transmittal and Notes or
Book-Entry Confirmations. To tender Notes in the Offer (and thereby deliver
Consents in the Solicitation), physical delivery of the Notes or a
confirmation of any book-entry transfer into the Depositary's account with DTC
of Notes tendered electronically, as well as a properly completed and duly
executed copy (or facsimile) of this Consent and Letter of Transmittal (or
Agent's Message (as defined below) in connection with a book-entry transfer),
and any other documents required by this Consent and Letter of Transmittal,
must be received by the Depositary at its address set forth herein on or prior
to the Expiration Date (and not properly withdrawn).

          The method of delivery of the Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required
documents, including delivery through DTC and any acceptance of an Agent's
Message transmitted through ATOP, is at the election and risk of the person
tendering Notes and delivering Consents and Letters of Transmittal and, except
as otherwise provided in the Consent and Letter of Transmittal, delivery will
be deemed made only when actually received by the Depositary. If delivery is
by mail, it is suggested that the Holder use properly insured, registered mail
with return receipt requested, and that the mailing be made sufficiently in
advance of the Expiration Date to permit delivery to the Depositary on or
prior to such date. Manually signed facsimile copies of the Consent and
Consent and Letter of Transmittal, properly completed and duly executed, will
be accepted. Letters of Transmittal and Notes should be sent only to the
Depositary; not to Airborne, the Trustee, the Dealer Manager, the Information
Agent or DTC.

          The term "Agent's Message" means a message transmitted by DTC to,
and receivable by, the Depositary and forming a part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment
from the participant in DTC described in such Agent's Message, stating the
aggregate principal amount of the Notes that have been tendered by such
participant pursuant to the Offer and that such participant has received the
Offer and agrees to be bound by the terms of the Offer and that Airborne may
enforce such agreement against such participant.

     2.   Consent to Proposed Amendments, Revocation of Consents; Withdrawal
of Tender. In accordance with the Statement, all properly completed and
executed Consent and Letters of Transmittal consenting to the Proposed
Amendments that are received by the Depositary (and not withdrawn) on or prior
to the Expiration Date will be counted as Consents with respect to the
Proposed Amendments.

          Tenders of Notes made prior to the Expiration Date may be properly
withdrawn at any time prior to the Expiration Date but not thereafter, unless
otherwise required by law. A valid withdrawal of tendered Notes effected prior
to the Expiration Date will constitute the concurrent valid revocation of such
Holder's related Consent. A Consent cannot be revoked without a valid
withdrawal of the related Notes. Accordingly, a purported revocation of a
Consent without a concurrent valid withdrawal of the related Notes will not
render the tender of the Notes or the related Consent defective. For a
withdrawal of Notes to be proper, a Holder must comply fully with the
withdrawal procedures set forth below.

          Holders who wish to exercise their right to withdrawal with respect
to the Offer must give written notice of withdrawal delivered by mail, hand
delivery of facsimile transmission (or an electronic ATOP transmission notice
of withdrawal in the case of DTC participants), which notice must be received
by the Depositary at one of its addresses set forth on the back cover of this
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal must (i) specify the name of the person who tendered the Notes to
be withdrawn, (ii) state the name in which the Notes are registered (or, if
tendered by book-entry transfer, the name of the DTC participant whose name
appears on the security position listing as the owner of such Notes), if
different than that of the person who tendered the Notes to be withdrawn,
(iii) contain the description of the Notes to be withdrawn and identify the
certificate number or numbers shown on the particular certificates evidencing
such Notes (unless such Notes were tendered by book-entry transfer) and the
aggregate principal amount represented by such Notes and (iv) be signed by the
Holder of such Notes in the same manner as the original signature on the
Consent and Letter of Transmittal by which such Notes were tendered (including
any required signature guarantees), if any, or be accompanied by (x) documents
of transfer sufficient to have the Trustee register the transfer of the Notes
into the name of the person withdrawing such Notes and (y) a properly
completed irrevocable proxy that authorized such person to effect such
revocation on behalf of such Holder. If the Notes to be withdrawn have been
delivered or otherwise identified to the Depositary, a signed notice of
withdrawal is effective immediately upon written or facsimile notice of
withdrawal even if physical


                                     -10-


<PAGE>
release is not yet effected. Any Notes properly withdrawn will be deemed to be
not validly tendered for purposes of the Offer and will constitute the
concurrent valid revocation of such Holder's Consent.

          Notes properly withdrawn (and Consents validly revoked) may
thereafter be re-tendered (and Consents thereby re-given) at any time on or
prior to the Expiration Date by following the procedures described under
"Procedures for Tendering Notes and Delivering Consents" in the Statement.

    3.    Partial Tenders. Tenders of Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof. If less than
the entire principal amount of any Notes evidenced by a submitted certificate
is tendered, the tendering Holder must fill in the principal amount tendered
in the last column of the box entitled "Description of the Notes" herein. The
entire principal amount for all Notes delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Notes is not tendered or not accepted for purchase,
the principal amount of Notes not tendered or not accepted for purchase will
be sent (or, if tendered by book-entry transfer, returned by credit to the
account at DTC designated herein) to the tendering Holder unless otherwise
provided in the appropriate box on this Consent and Letter of Transmittal (see
Instruction 5) promptly after the Notes are accepted for purchase.

    4.    Signatures on this Consent and Letter of Transmittal, Bond Powers
and Endorsement Guarantee of Signatures. If this Consent and Letter of
Transmittal is signed by the registered Holder(s) of the Notes tendered
hereby, the signature(s) must correspond with the name(s) as written on the
face of the certificate(s) without alteration, enlargement or any change
whatsoever. If this Consent and Letter of Transmittal is signed by a
participant in DTC whose name is shown as the owner of the Notes tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.

          If this Consent and Letter of Transmittal is executed by a holder of
Notes who is not the registered Holder, then the registered Holder must sign a
valid proxy, with the signature of such registered Holder guaranteed by an
Eligible Institution.

          If any of the Notes tendered hereby (and with respect to which any
Consent is given) are owned of record by two or more joint owners, all such
owners must sign this Consent and Letter of Transmittal. If any tendered Notes
are registered in different names, it will be necessary to complete, sign and
submit as many separate copies of this Consent and Letter of Transmittal and
any necessary accompanying documents as there are different names in which the
Notes are held.

          If this Consent and Letter of Transmittal or any Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to Airborne of their authority to so act must be
submitted with this Consent and Letter of Transmittal.

          Endorsements on Notes, signatures on bond powers and proxies
provided in accordance with this Instruction 4 by registered Holders not
executing this Consent and Letter of Transmittal must be guaranteed by an
Eligible Institution.

          No signature guarantee is required if (i) the Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner of the Notes) of the Notes tendered therewith and payment of the Tender
Offer Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to be credited to such
participant's account) and neither the "Special Issuance Instructions" box nor
the "Special Delivery Instructions" box on the Consent and Letter of
Transmittal has been completed or (ii) such Notes are tendered (and Consents
thereby delivered) for the account of any institution that is an Eligible
Institution (as defined below). In all other cases, all signatures on Consents
and Letters of Transmittal and endorsements on certificates, signatures on
bond powers and consent proxies (if any) accompanying Notes must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of the Consent
and Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than


                                     -11-


<PAGE>


the registered Holder, then the signatures on the Consents and Letters of
Transmittal accompanying the tendered Notes must be guaranteed as described
above.

    5.    Special Issuance and Special Delivery Instructions. Tendering
Holders should indicate in the applicable box or boxes the name and address to
which Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased, are to be issued or
sent, if different from the name and address of the registered Holder signing
this Consent and Letter of Transmittal. In the case of issuance in a differed
name, the taxpayer identification or social security number of the person
named must also be indicated. If no instructions are given, Notes not tendered
or not accepted for purchase will be returned to the registered Holder of the
Notes tendered. Any Holder of Notes tendering by book-entry transfer may
request that Notes not tendered or not accepted for purchase be credited to
such account at DTC as such Holder may designate under the caption "Special
Issuance Instructions." If no such instructions are given, any such Notes not
tendered or not accepted for purchase will be returned by crediting the
account at DTC designated above. Special issuance instruction will be honored
only if any transfer taxes payable in relation thereto are paid by the
transferee or transferor and satisfactory evidence of such payment presented
to the Depositary.

    6.    Taxpayer Identification Number. Each tendering Holder is required
to provide the Depositary with the Holder's correct taxpayer identification
number ("TIN"), generally the Holder's social security or United States
federal employee identification number, on Form W-9, which is provided below,
or alternatively, to establish another basis for exemption from backup
withholding. A Holder must cross out item (2) in the Certification box on Form
W-9 if such Holder is subject to backup withholding. In addition to potential
penalties, failure to provide the correct information on the form may subject
the tendering Holder to 28% United States federal income tax backup
withholding on the payments, made to the Holder or other payee with respect to
the Offer and the Solicitation. A Holder shall write "applied for" in the
space provided in Part I of the form and complete the attached Certificate of
Awaiting Taxpayer Identification Number if the tendering Holder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the
near future. In such case, the Depositary will withhold 28% of all such
payments of the Tender Offer Consideration, until a TIN is provided to the
Depositary, and if the Depositary is not provided with a TIN within 60 days,
such amounts will be paid over to the Internal Revenue Service. A Holder who
writes "applied for" in Part I in lieu of furnishing his or her TIN should
furnish his or her TIN as soon as it is received. A tendering Holder that is
not a United States person may qualify as an exempt recipient by submitting to
the Depositary a properly completed applicable Form W-8 (which the Depositary
will provide upon request) signed under penalty of perjury, attesting to that
Holder's exempt status.

    7.    Transfer Taxes. Airborne will pay transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Offer except in the case of
deliveries of Notes for principal amounts not tendered or not accepted for
purchase that are registered or issued in the name of any person other than
the registered Holder of Notes tendered hereby.

          Except as provided in this Instruction 7, it will not be necessary
for transfer stamps to be affixed to the Notes listed in this Consent and
Letter of Transmittal.

    8.    Irregularities. All questions as to the form of all documents and
the validity (including time of receipt), eligibility and acceptance of all
tenders of Notes (and related delivery of Consents) will be determined by
Airborne, in its sole discretion, the determination of which shall be final
and binding. Alternative, conditional or contingent tenders will not be
considered valid. Airborne reserves the absolute right to reject any or all
tenders of Notes that are not in proper form or the acceptance of which would,
in Airborne's opinion, be unlawful. Airborne also reserves the right to waive
any defects, irregularities or conditions of tender as to particular Notes.
Airborne's interpretations of the terms and conditions of the Offer (including
the instructions in the Consent and Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Notes must
be cured within such time as Airborne determines, unless waived by Airborne.
Tenders of Notes (and delivery of the related Consents ) shall not be deemed
to have been made until all defects and irregularities have been waived by
Airborne or cured. None of Airborne, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to give notice of
any defects or irregularities in tenders of Notes, or will incur any liability
to Holders for failure to give any such notice.

    9.    Waiver of Conditions. Airborne expressly reserves the absolute
right, in its sole discretion, to amend or waive any of the conditions to the
Offer in the case of any Notes tendered, in whole or in part, at any time and
from time to time.


                                     -12-


<PAGE>


    10.   Mutilated, Lost, Stolen or Destroyed Notes. Any Holder of Notes
whose Notes have been mutilated, lost, stolen or destroyed should write to or
telephone the Trustee at the address or telephone number set forth in the
Statement under the caption "Procedures for Tendering Notes and Delivering
Consents -- Lost or Missing Certificates."

    11.   Requests for Assistance or Additional Copies. Questions relating
to the procedure for tendering Notes and consenting to the Proposed Amendments
and requests for assistance or additional copies of the Statement and this
Consent and Letter of Transmittal may be directed to, and additional
information about the Offer may be obtained from, the Information Agent, whose
address and telephone number appear below.



                                     -13-


<PAGE>


                           IMPORTANT TAX INFORMATION

          Under United States federal income tax laws, a Holder whose tendered
Notes are accepted for purchase is required to provide the Depositary (as
payer) with such Holder's correct TIN on the Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his social security number. If the Depositary is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service, and payments made with respect to Notes purchased pursuant to
the Offer and the Solicitation may be subject to backup withholding. Failure
to comply truthfully with the backup withholding requirements also may result
in the imposition of severe criminal and/or civil fines and penalties.

          Certain Holders (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should furnish their TIN, write
"Exempt" on the face of the Form W-9, and sign, date and return the Form W-9
to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a statement (generally, an
applicable Form W-8), signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the enclosed Form W-9, which includes additional instructions.

          If backup withholding applies, the Depositary is required to
withhold at a specified rate, currently 28%, from any payments made to the
Holder or other payee. Backup withholding is not an additional United State
federal income tax; rather, the United States federal income tax liability of
persons subject to backup withholding is reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained provided the relevant information is furnished to the Internal
Revenue Service.

Purpose of Form W-9

          To prevent backup withholding on payments made with respect to Notes
purchased pursuant to the Offer, the Holder is required to provide the
Depositary with either (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Form W-9 is correct (or that such
Holder is awaiting a TIN), the Holder is a U.S. person (including a U.S.
resident alien), and that (A) the Holder has not been notified by the Internal
Revenue Service that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends or (B) the Internal Revenue
Service has notified the Holder that the Holder is no longer subject to backup
withholding; or (ii) an adequate basis for exemption.

What Number to Give the Depositary

          The Holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Notes. If the Notes are held in more than one name or are not held in the
name of the actual owner, consult the enclosed Form W-9 for additional
guidance on which number to report.


                                     -14-


<PAGE>



Form W-9                      Request for Taxpayer
                    Identification Number and Certification
___________________ _______________________________________ ___________________
_______________________________________________________________________________
                Name

    Print       _______________________________________________________________
                 Business name, if different from above
     or
                _______________________________________________________________
    type        Check appropriate box: [ ] Individual/Sole proprietor
                [ ] Exempt from back-up withholding
    See         [ ] Corporation [ ] Partnership
                [ ] Other >.......
  Specific      _______________________________________________________________
                Address (number, street, and apt. or suite no.)
 Information
                _______________________________________________________________
     on           City, state and ZIP code

   pager 2      _______________________________________________________________
                List account number(s) here (optional)

______________  _______________________________________________________________


_______________________________________________________________________________

Part I           Taxpayer Identification Number (TIN)
_______________________________________________________________________________

_______________________________________________________________________________

                                                      _________________________
Enter your TIN in the appropriate box.  For indivi-
duals, this is your social security number (SSN).     Social security number
However, for a resident alien, sole proprietor, or      |  |  -  | -  |  |  |
disregarded entity, see the Part I instructions       _________________________
below.  For other entities, it is your employer
identification number (EIN).  If you do not have
a number, see How to get a TIN below.

                                                      _________________________
Note: If the account is in more than one name,
see the chart below for guidelines on whose number    Employer identification
to enter.                                             number
                                                        |  |  -  | -  |  |  |
                                                      _________________________

_______________________________________________________________________________

Part II          Certification
_______________________________________________________________________________

Under penalties of perjury, I certify that:

1.   The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and

2.   I am not subject to backup withholding because: (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and

3. I am a U.S. person (including a U.S. resident alien).

Certification instructions. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return.

_______________________________________________________________________________

Sign       Signature of
Here       U.S. person  >                     Date  >
_______________________________________________________________________________

Purpose of Form

A person who is required to file an information
return with the IRS, must obtain your correct
taxpayer identification number (TIN) to report,
for example, income paid to you, real estate
transactions, mortgage interest you paid,
acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to
an IRA.

U.S. person. Use Form W-9 only if you are a U.S.
person (including a resident alien), to provide
your correct TIN to the person requesting it (the
requester) and, when purposes. applicable, to:

1.   Certify that the TIN you are giving is correct
(or you are waiting for a number to be issued),

2.   Certify that you are not subject to backup
withholding, or

3.   Claim exemption from backup withholding if you
are a U.S. exempt payee.

Note: If a requester gives you a form other than
Form W-9 to request your TIN, you must use the
requester's form if it is substantially similar to
this Form W-9.

Foreign person. If you are a foreign person, use
the appropriate Form W-8 (see Pub. 515,
Withholding of Tax on Nonresident Aliens and
Foreign Entities).


Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may
use the terms of a tax treaty to reduce or eliminate
U.S. tax on certain types of income.  However, most
tax treaties contain a provision known as a "saving
clause." Exceptions specified in the saving clause
may permit an exemption from tax to continue for
certain types of income even after the recipient
has otherwise become a U.S. resident alien for tax
purposes.

     If you are a U.S. resident alien who is relying
on an exception contained in the saving clause of a
tax treaty to claim an exemption from U.S. tax on
certain types of income, you must attach a statement
that specifies the following five items:

1.   The treaty country.  Generally, this must be the
same treaty under which you claimed exemption from
tax as a nonresident alien.

2.   The treaty article addressing the income.

3.   The article number (or location) in the tax
treaty that contains the saving clause and its
exceptions.

4.   The type and amount of income that qualifies for
the exemption from tax.

5.   Sufficient facts to justify the exemption from
tax under the terms of the treaty article.


<PAGE>


                                    Page 2
-------------------------------------------------------------------------------


Example. Article 20 of the U.S.-China income tax
treaty allows an exemption from tax for
scholarship income received by a Chinese student
temporarily present in the United States. Under
U.S. law, this student will become a resident
alien for tax purposes if his or her stay in the
United States exceeds 5 calendar years. However,
paragraph 2 of the first Protocol to the
U.S.-China treaty (dated April 30, 1984) allows
the provisions of Article 20 to continue to apply
even after the Chinese student becomes a resident
alien of the United States. A Chinese student who
qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this
exception to claim an exemption from tax on his or
her scholarship or fellowship income would attach
to Form W-9 a statement that includes the
information described above to support that
exemption.

     If you are a nonresident alien or a foreign
entity not subject to backup withholding, give the
requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain
payments to you must under certain conditions
withhold and pay to the IRS 28% of such payments.
This is called "backup withholding." Payments that
may be subject to backup withholding include
interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay
and certain payments from fishing boat operators.
Real estate transactions are not subject to backup
withholding.

     You will not be subject to backup withholding
on payments you received if you give the requester
your correct TIN, make the proper certifications
and report all your taxable interest and dividends
on your tax return.

Payments you receive will be subject to backup
withholding if:

     1. You do not furnish your TIN to the
requester, or

     2. You do not certify your TIN when required
(see the Part II instructions below for details),
or

     3. The IRS tells the requester that you
furnished an incorrect TIN, or

     4. The IRS tells you that you are subject to
backup withholding because you did not report all
your interest and dividends on your tax return
(for reportable interest and dividends only), or

     5. You do not certify to the requester that you
are not subject to backup withholding under 4
above (for reportable interest and dividend
accounts opened after 1983 only).

     Certain payees and payments are exempt from
backup withholding. See the instructions below.

Penalties

Failure to furnish TIN. If you fail to furnish
your correct TIN to a requester, you are subject
to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to
willful neglect.

Civil penalty for false information with respect
to withholding. If you make a false statement with
no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information.
Willfully falsifying certifications or
affirmations may subject you to criminal penalties
including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses
TINs in violation of Federal law, the requester
may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter
the name shown on your social security card.
However, if you have changed your last name, for
instance, due to marriage without informing the
Social Security Administration of the name change,
enter your first name, the last name shown on your
social security card, and your new last name.

     If the account is in joint names, list first,
and then circle, the name of the person or entity
whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as
shown on your social security card on the "Name"
line. You may enter your business, trade, or
"doing business as (DBA)" name on the "Business
name" line.

Limited liability company (LLC). If you are a
single-member LLC (including a foreign LLC with a
domestic owner) that is disregarded as an entity
separate from its owner under Treasury regulations
section 301.7701-3, enter the owner's name on the
"Name" line. Enter the LLC's name on the "Business
name" line.

Other entities. Enter your business name as shown
on required Federal tax documents on the "Name"
line. This name should match the name shown on the
charter or other legal document creating the
entity. You may enter any business, trade, or DBA
name on the "Business name" line.

Note: You are requested to check the appropriate
box for your status (individuals/sole proprietor,
corporation, etc.).


<PAGE>


Form W-9                            Page 3
-------------------------------------------------------------------------------


Exempt From Backup Withholding

If you are exempt, enter your name as described
above and check the appropriate box for your
status, then check the "Exempt from backup
withholding": box in the line following the
business name, sign and date the form.

     Generally, individuals (including sole
proprietors) are not exempt from backup
withholding. Corporations are exempt from backup
withholding for certain payments, such as
interests and dividends.

Note: If you are exempt from backup withholding,
you should still complete this form to avoid
possible erroneous backup withholding.

Exempt payees. Backup withholding is not required
on any payments made to the following payees:

     1. An organization exempt from tax under
section 501(a), any IRA, or a custodial account
under section 403(b)(7) if the account satisfies
the requirements of section 401(f)(2);

     2. The United States or any of its agencies
or instrumentalities;

     3. A state, the District of Columbia, a
possession of the United States, or any of their
political subdivisions or instrumentalities;

     4. A foreign government or any of its
political subdivisions, agencies, or
instrumentalities; or

     5. An international organization or any of
its agencies or instrumentalities.

     Other payees that may be exempt from backup
withholding include:

     6. A corporation;

     7. A foreign central bank of issue;

     8. A dealer in securities or commodities
required to register in the United States, the
District of Columbia, or a possession of the
United States;

     9. A futures commission merchant registered
with the Commodity Futures Trading Commission;

     10. A real estate investment trust;

     11. An entity registered at all times, during
the tax year under the Investment Company Act of
1940;

     12. A common trust fund operated by a bank
under section 584(a);

     13. A financial institution;

     14. A middleman known in the investment
community as a nominee or custodian; or

     15. A trust exempt from tax under section 664
or described in section 4947.

     The chart below shows types of payments that
may be exempt from backup withholding. The chart
applies to the exempt recipients listed above, 1
through 15.

---------------------------------------------------------
If the payment is for ...    THEN the payment is exempt
                             for...
---------------------------- ----------------------------
Interest and dividend        All exempt recipients
payments                     except for 9
---------------------------- ----------------------------
Broker transactions          Exempt recipients 1 through
                             13.  Also, a person
                             registered under the
                             Investment Advisers Act of
                             1940 who regularly acts as
                             a broker.
---------------------------- ----------------------------
Barter exchange              Exempt recipients 1 through
transactions and patronage   5
dividends
---------------------------- -----------------------------
Payments over $600           Generally, exempt
required to be reported and  recipients 1 through 7(2)
direct sales over $5,000(1)
----------------------------------------------------------

1  See Form 1099-MISC, Miscellaneous income, and
its instructions.

2  However, the following payments made to a
corporation (including gross proceeds paid to an
attorney under section 6045(f), even if the
attorney is a corporation) and reportable on Form
1099-MISC are not exempt from backup withholding:
medical and health care payments, attorney's fees;
and payments for services paid by a Federal
executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are
a resident alien and you do not have and are not
eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN).
Enter it in the social security number box. If you
do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an
EIN, you may enter either your SSN or EIN. However,
the IRS prefers that you use your SSN.

     If you are a single-owner LLC that is
disregarded as an entity separate from its owner
(see Limited liability company (LLC) on page 2),
enter your SSN (or EIN, if you have one). If the
LLC is a corporation, partnership, etc., enter the
entity's EIN.

Note: See the chart for further clarification of
name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply
for one immediately. To apply for an SSN, get Form
SS-5, Application for a Social Security Card, from
your local


<PAGE>


Social Security Administration office or get this
form on-line at www.sra.gov/online/ss5.html.
You may also get this form by calling 1-800-772-1213.
Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or
Form SS-4, Application for Employer Identification
Number, to apply for an EIN. You can get Forms W-7
and SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676) or from the IRS Web Site at
www.irs.gov.

     If you are asked to complete Form W-9 but do
not have a TIN, write "Applied For" in the space for
the TIN, sign and date the form, and give it to
the requester. For interest and dividend payments,
and certain payments made with respect to readily
tradable instruments, generally you will have 60
days to get a TIN and give it to the requester
before you are subject to backup withholding on
payments. The 60-day rule does not apply to other
types of payments. You will be subject to backup
withholding on all such payments until you provide
your TIN to the requester. Note: Writing "Applied
For" means that you have already applied for a TIN
or that you intend to apply for one soon. Caution:
A disregarded domestic entity that has a foreign
owner must use the appropriate Form W-8.


<PAGE>


Form W-9                            Page 4
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Part II. Certification

To establish to the withholding agent that you are
a U.S. person, or resident alien, sign Form W-9.
You may be requested to sign by the withholding
agent even if items 1, 3, and 5 below indicate
otherwise.

     For a joint account, only the person whose TIN
is shown in Part I should sign (when required).
Exempt recipients, see Exempt from backup
withholding.

Signature requirements. Complete the certification
as indicated in 1 through 5 below.

     1. Interest, dividend, and barter exchange
accounts opened before 1984 and broker accounts
considered active during 1983. You must give your
correct TIN, but you do not have to sign the
certification.

     2. Interest, dividend, broker, and barter
exchange accounts opened after 1983 and broker
accounts considered inactive during 1983. You must
sign the certification or backup withholding will
apply. If you are subject to backup withholding and
you are merely providing your correct TIN to the
requester, you must cross out item 2 in the
certification before signing the form.

     3. Real estate transactions. You must sign
the certification. You may cross out item 2 of the
certification.

     4. Other payments. You must give your correct
TIN, but you do not have to sign the certification
unless you have been notified that you have
previously given an incorrect TIN. "Other
payments" include payments made in the course of
the requester's trade or business for rents,
royalties, goods (other than bills for
merchandise), medical and health care services
(including payments to corporations), payments to
a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross
proceeds paid to attorneys (including payments to
corporations).

     5. Mortgage interest paid by you, acquisition
or abandonment of secured property, cancellation of
debt, qualified tuition program payments (under
section 529), IRA or Archer MSA contributions or
distributions, and pension distributions. You must
give your correct TIN, but you do not have to sign
the certification.


What Name and Number To Give the Requester

---------------------------- ----------------------------
For this type of account:      Give name and SSN of
---------------------------- ----------------------------

1.   Individual                The Individual

2.   Two or more individuals   The actual owner of
     (joint account)           the account or, if combined
                               funds, the first individual
                               on the account(1)

3.   Custodian account of      The minor(2)
     a minor (Uniform Gift
     to Minors Act)

4.   a. The usual revocable    The grantor-trustee(1);
        savings trust          The actual owner(1)
        (grantor is also
        trustee)

     b. So-called trust
        account that is not
        a legal or valid
        trust under state
        law

5.   Sole proprietorship or    The owner(3)
     single-owner LLC

---------------------------- ----------------------------
For this type of account:      Give name of EIN of:
---------------------------- ----------------------------

6.   Sole proprietorship or    The owner(3)
     single-owner LLC

7.   A valid trust, estate,    Legal entity(4)
     or pension trust

8.   Corporate or LLC          The corporation
     electing corporate
     status on Form 8832

9.   Association, club,        The organization
     religious, charitable,
     educational, or other
     tax-exempt organization

10.  Partnership or            The partnership
     multi-member LLC

11.  A broker or registered    The broker or nominee
     nominee

12.  Account with the          The public entity
     Department of
     Agriculture in the name
     of a public entity
     (such as a state or
     local government,
     school district, or
     prison) that receives
     agricultural program
     payments
---------------------------------------------------------

1  List first and circle the name of the person whose
number you furnish. If only one person on a joint account
has an SSN, that person's number must be furnished.
2  Circle the minor's name and furnish the minor's SSN.
3  You must show your individual name, but you may also
enter your business or "DBA" name. You may use either
your SSN or EIN (if you have one).
4 List first and circle the name of the legal trust,
estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the legal
entity itself is not designated in the account title)

Note: If no name is circled when more than one name
is listed, the number  will be considered to the that
of the first name listed.


<PAGE>



-------------------------------------------------------------------------------
Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest
you paid, the acquisition or abandonment of secured property, cancellation of
debt, or contributions you made to an IRA or Archer MSA. The IRS uses the
number for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation, and to cities, states, and the District of
Columbia to carry out their tax laws. We may also disclose this information to
other countries under a tax treaty, or to Federal and state agencies to
enforce Federal nontax criminal laws and to combat terrorism.

     You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 28% of taxable interest, dividends, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.


<PAGE>


-------------------------------------------------------------------------------

            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understanding that, notwithstanding the information I provided in Part III of
the Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), 28% of all reportable payments made to me
will be withheld until I provide a taxpayer identification number. If I fail
to provide a taxpayer identification number within 60 days, such amounts will
be paid over to the Internal Revenue Service.


---------------------------------------      --------------------------, 2003
               Signature                               Date

-------------------------------------------------------------------------------

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
         AND THE SOLICITATION. PLEASE REVIEW THE "INTERNAL REVENUE SERVICE
         FORM W-9-REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND
         CERTIFICATION" ABOVE FOR ADDITIONAL DETAILS.


<PAGE>




         The Information Agent for the Offer and the Solicitation is:

                             D.F. KING & CO., INC.
                                48 Wall Street
                           New York, New York 10005
                       Banks and Brokers, Call Collect:
                                (212) 269-5550
                          All Others Call Toll Free:
                                (888) 887-0082


          The Dealer Manager for the Offer and the Solicitation Agent
                           for the Solicitation is:

                         DEUTSCHE BANK SECURITIES INC.
                          Liability Strategies Group
                                60 Wall Street
                           New York, New York 10005
                          (866) 627-0391 (toll free)
                           (212) 250-7445 (collect)
                             Attention: Jenny Lie



