As filed with the Securities and Exchange Commission on May  31, 2000
Registration No. 333-____



DOCSSF1:440689.2

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                              FRITZ COMPANIES, INC.
               (Exact name of issuer as specified in its charter)


                         Delaware                                    94-3083515
               (State or other jurisdiction                     (I.R.S. employer
             of incorporation or organization)            identification number)
                   706 Mission Street, San Francisco, CA 94103
               (Address of principal executive offices) (Zip Code)

                              FRITZ COMPANIES, INC.
                       SALARY INVESTMENT & RETIREMENT PLAN
                            (Full title of the plans)


                                 Jan H. Raymond
                                 General Counsel
                              FRITZ COMPANIES, INC.
                               706 Mission Street
                         San Francisco, California 94103
                     (Name and address of agent for service)

                                                       (415) 538-0420
          (Telephone number, including area code, of agent for service)


                                    Copy to:

                                Paul Borden, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                               400 Sansome Street
                         San Francisco, California 94111


<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                  Amount              Proposed Maximum           Proposed Maximum            Amount of
 Title of Securities to            to be             Offering Price Per          Aggregate Offering          Registration
      be Registered              Registered                Share*                      Price*                    Fee*
<S>                          <C>                           <C>                      <C>                       <C>

--------------------------    -----------------    -----------------------    -------------------------    -----------------------
Common Stock**              1,000,000 shares             $10.06                  $10,060,000.00             $2,655.84
-------------------------------------------------------------------------------------------------------=====================
</TABLE>

*        Estimated solely for the purpose of calculating the registration fee on
         the basis of $10.06 per share,  the  average of the high and low prices
         for the Common  Stock on May 31, 2000 as  reported by the NASDAQ  Stock
         Exchange.

**       In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.


<PAGE>



DOCSSF1:440689.2
                                                          7

DOCSSF1:440689.2
                                                          2
                                     PART I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation Of Certain Documents By Reference.

                  The following  documents are incorporated by reference in this
registration statement:

                  (i) The Registrant's  latest annual report,  filed pursuant to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").

                  (ii) The  plan's  latest  annual  report,  filed  pursuant  to
Section 13(a) of the Exchange Act.

                  (iii) All other  reports  filed  pursuant to Section  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
document referred to in (i) above.

                  (iv) The  description of the class of securities to be offered
under this registration  statement  contained in a registration  statement filed
under  Section 12 of the Exchange  Act,  including any amendment or report filed
for the purpose of updating such description.

                  All  documents  filed by the  Registrant or the Plan after the
date of this registration  statement pursuant to Sections 13(a),  13(c), 14, and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
(that  indicates  all  securities  offered  have  been sold or  deregisters  all
securities  then  remaining  unsold),  shall be  deemed  to be  incorporated  by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.


Item 4.           Description Of Securities.

                  Inapplicable.


Item 5.           Interests Of Named Experts And Counsel.

                  Inapplicable.


Item 6.           Indemnification of Directors and Officers.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware (the  "Delaware  Law")  authorizes a Delaware  corporation to indemnify
officers, directors, employees and agents of the corporation, in connection with
actual or threatened actions,  suits or proceedings  provided that such officer,
director,  employee or agent  acted in good faith and in a manner  such  officer
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal  proceedings,  had no  reasonable  cause to believe his or her
conduct  was  unlawful.   This  authority  is   sufficiently   broad  to  permit
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement for expenses incurred) arising under the Securities Act.

                  The  Registrant's  Certificate of  Incorporation  provides for
indemnification  of officers and  directors to the fullest  extent  permitted by
Delaware  Law. In  addition,  the  Registrant  has, and intends in the future to
enter into, agreements to provide  indemnification for directors and officers in
addition to that  contained in the Restated  Certificate  of  Incorporation  and
By-laws.  The Registrant also carries liability  insurance covering officers and
directors.

                  Fritz Companies, Inc. Salary Investment & Retirement Plan (the
"Plan")  contains  indemnification  provisions,  indemnifying  the Plan's  named
fiduciaries  and any other  officers or  employees of Fritz  Companies,  Inc. to
which fiduciary  duties have been delegated  arising out of an alleged breach of
their  fiduciary  duties under the Plan and under ERISA,  except those involving
gross negligence or willful misconduct.


Item 7.           Exemption From Registration Claimed.

                  Inapplicable.


Item 8.           Exhibits.

5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

5.2      Undertaking re: Status of Favorable Determination
         Letter Covering the Plan.

The Registrant has received a favorable  determination  letter from the Internal
Revenue Service (the "IRS") concerning the qualification of the Fritz Companies,
Inc. Salary  Investment & Retirement  Plan. The Registrant will submit the Plan,
as amended  and  restated,  to the IRS in a timely  manner  with a request for a
favorable  determination that the Plan, as amended and restated,  continue to so
qualify.

23.1     Consent of KPMG LLP.

23.2     Consent of Orrick, Herrington & Sutcliffe LLP is included in
         Exhibit 5.1 to this Registration Statement.

24.1     Power of Attorney (included on signature page).

99.1     Fritz Companies, Inc. Salary Investment & Retirement Plan.


Item 9.           Undertakings.

(a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by
                                section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                  Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
         not apply if the registration  statement is on Form S-3 or Form S-8 and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   SIGNATURES


The Registrant

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Francisco,  State of California, on the 31th
day of May, 2000.

                              FRITZ COMPANIES, INC.
                                                              (Registrant)


                                                  By:  /s/     John R. Skidmore
                                                Vice President, Human Resources
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints Jan Raymond his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or her substitutes or substitute,  may lawfully
do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Signature                      Title                                  Date

Principal Executive Officer:


_________________________      Chief Executive Officer             May 31, 2000
/s/          Lynn C. Fritz

Principal Financial Officer:

_________________________     Executive Vice President and Chief   May 31, 2000
/s/         Ronald F. Dutt       Financial Officer

Principal Accounting Officer:

_________________________     Vice President, Controller           May 23, 2000
/s/       Janice J. Washburn     and Chief Accounting Officer


Directors:


------------------------------------------
/s/          Lynn C. Fritz  Director                               May 23, 2000


------------------------------------------
/s/         James Gilleran  Director                               May 23, 2000


------------------------------------------
/s/         Preston Martin  Director                               May 23, 2000


------------------------------------------
/s/        Paul S. Otellini Director                               May 23, 2000


------------------------------------------
/s/       William J. Razzouk Director                               May 23, 2000



A majority of the members of the Board of Directors.



The Plan

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Fritz  Companies  Salary  Investment & Retirement  Plan has duly caused this
registration  statement to be signed on its behalf by the undersigned,  hereunto
duly authorized,  in the City of San Francisco,  State of California, on May 23,
2000.

                      FRITZ COMPANIES, INC. SALARY INVESTMENT & RETIREMENT PLAN

                                                     By:

                                                     /s / Fritz Companies, Inc.



<PAGE>


                                  EXHIBIT INDEX

Exhibit
  No.
5.1                Opinion of Orrick, Herrington & Sutcliffe LLP.
5.2                Undertaking  re:  Status of  Favorable  Determination  Letter
                   Covering the Plan.  The  Registrant  has received a favorable
                   determination  letter from the Internal  Revenue Service (the
                   "IRS")  concerning the  qualification of the Fritz Companies,
                   Inc. Salary Investment & Retirement Plan. The Registrant will
                   submit the Plan,  as amended  and  restated,  to the IRS in a
                   timely  manner with a request  for a favorable  determination
                   that the  Plan,  as  amended  and  restated,  continue  to so
                   qualify.
23.1               Consent of KPMG LLP.
23.2               Consent of Orrick,  Herrington & Sutcliffe  LLP is
                    included in Exhibit 5.1
                   to this Registration Statement.
24.1               Power of Attorney (included on signature page).
99.1               Fritz Companies, Inc. Salary Investment & Retirement Plan.




<PAGE>


DOCSSF1:436761.7
                                                         60
DOCSSF1:436761.7

                                   EXHIBIT 5.1

                  Opinion of Orrick, Herrington & Sutcliffe LLP


                 [Letterhead of Orrick, Herrington & Sutcliffe]

May 31, 2000

Fritz Companies, Inc.
706 Mission Street
San Francisco, California 94103
Attention: Jan H. Raymond
General Counsel

Dear Sirs:

                  Fritz Companies,  Inc., a Delaware corporation,  has requested
our  opinion  in  connection  with a  Registration  Statement  on Form  S-8 (the
"Registration  Statement")  to be  filed by it today  with  the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Act"),  relating to the shares of Common Stock, $.01 par value, of
Fritz  Companies,  Inc.  to be issued  under the Fritz  Companies,  Inc.  Salary
Investment & Retirement Plan (the "Plan").

                  We have  examined  and are  relying  on  originals,  or copies
certified or otherwise identified to our satisfaction, of such corporate records
and  such  other  instruments,   certificates  and   representations  of  public
officials,  officers and representatives of Fritz Companies, Inc. and such other
persons,  and we  have  made  such  investigations  of law,  as we  have  deemed
appropriate as a basis for the opinion expressed below.

                  Based on the  foregoing,  it is our opinion that the shares of
Fritz  Companies,  Inc.  issuable under the Plan are duly  authorized  and, when
issued in accordance  with the terms of the Plan, at prices in excess of the par
value thereof, will be validly issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement.  By giving such consent, we do not thereby admit
that we are  experts  with  respect to any part of the  Registration  Statement,
including  this exhibit,  within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Commission issued thereunder.

                                Very truly yours,


                                         /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP


<PAGE>


                                  EXHIBIT 23.1

                         Consent of Independent Auditors



The Board of Directors and Stockholders
Fritz Companies, Inc.

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of Fritz Companies,  Inc. of our report dated June 28, 1999 relating to
the consolidated balance sheets of Fritz Companies,  Inc. as of May 31, 1999 and
1998 and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the years in the three-year period ended May 31, 1999
which  report  appears in the May 31, 1999  annual  report on Form 10-K of Fritz
Companies, Inc..



/s/ KPMG LLP

San Francisco, California
May 31, 2000


<PAGE>


                                  EXHIBIT 99.1

                              Fritz Companies, Inc.
                       Salary Investment & Retirement Plan



<PAGE>


                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                          (January 1, 2000 Restatement)

                                    Preamble


                  Fritz Companies,  Inc.  established the Fritz Companies,  Inc.
Salary  Investment & Retirement  Plan  effective July 1, 1985 for the purpose of
providing  retirement  benefits  for the  Employees  of  Fritz  Companies,  Inc.
Effective  January 1,  1989,  the Plan was  amended  and  restated  as the Fritz
Holdings, Inc. Salary Investment & Retirement Plan (1989 Restatement).  The Plan
was amended and restated in its entirety effective January 1, 1992, as the Fritz
Companies, Inc. Salary Investment & Retirement Plan (1992 Restatement). The plan
has been further amended, from time to time with Amendments No. 1, No. 2 and No.
3.  The Plan is  hereby  amended  and  restated  in its  entirety  as the  Fritz
Companies,  Inc.,  Salary  Investment & Retirement  Plan (2000  Restatement)  to
comply with the Uruguay Round of General  Agreement on Tariffs and Trade (GATT),
enacted December 8, 1994,  Uniformed Services  Employment & Reemployment  Rights
Act of 1994 (USERRA), Small Business Job Protection Act (SBJPA) and the Taxpayer
Relief Act 1997 (TRA 97).  The Plan is intended  to qualify as a profit  sharing
plan under Section  401(a) of the Internal  Revenue Code of 1986,  with a salary
reduction feature qualified under Section 401(k) of the Code.

                  Except as otherwise provided,  the provisions of this Plan are
effective  January 1, 1997.  Unless the contrary rule is expressly  stated,  the
provisions of this Plan shall not apply to the benefits payable to or on account
of an Employee who retired or whose  employment  terminated  prior to January 1,
1997. The rights and benefits of such an Employee shall be determined  under the
terms of the Prior Plan as in effect when the Employee retired or the Employee's
employment terminated.

SECTION 1

                          Definitions and Construction

                  Unless the context clearly requires a different  meaning,  the
following terms have the meanings specified:

1.1 Account means the aggregate of the  Participant's  Salary Deferral  Account,
Matching Contributions  Account,  Intertrans Matching Contributions Account, UWI
Matching Contributions Account,  Participant  Contributions Account,  Intertrans
Discretionary  Contributions  Account and Rollover Account, as appropriate.  1.2
Actuarial  Equivalent  means any amount of  benefits  certified  by the  actuary
retained on behalf of the Plan to be mathematically equivalent in value to other
benefits on the basis of  specified  assumptions.  1.3  Administrator  means the
administrator of the Plan designated in paragraph 12.6 of this Plan. 1.4 Annuity
Starting  Date  means the first day of the first  period  for which an amount is
payable as an annuity, or in the case of a benefit not payable in the form of an
annuity,  the first day on which all events  have  occurred  which  entitle  the
Participant  to such  benefit.  In the case of a deferred  annuity,  the Annuity
Starting  Date shall be the date on which the annuity  payments are scheduled to
commence.  1.5 Basic  Compensation  means the amounts  specified in this Section
1.5. (a) General  Definition.  Except as otherwise provided in this Section 1.5,
Basic Compensation means an Employee's
         wages  within the meaning of Section  3401(a) of the Code and all other
         payments of compensation by an Employer to an Employee in the course of
         an  Employer's  trade or business  for which an Employer is required to
         furnish the  Employee a written  statement  on Form W-2 under  Sections
         6041(d) and 6051(a)(3) of the Code.
(b)      Special Rule for Determining Highly Compensated Employees. For purposes
         of  determining  the  group  of  Highly  Compensated  Employees,  Basic
         Compensation   shall  include   elective   deferrals  with  respect  to
         employment  with an  Employer  (i) under a  qualified  cash or deferred
         arrangement  described in Section 401(k) of the Code, or (ii) to a plan
         qualified under Section 125 of the Code.
(c) Limitations on Basic Compensation.  The term "Basic  Compensation" shall not
include:
(i)      Any amounts paid or payable by reason of services performed prior
         to the date an Employee becomes a Participant;
                  and
(ii)              Any amounts  paid or payable by reason of  services  performed
                  after the Employee ceases to be a Participant. In addition, in
                  any Plan Year any Basic Compensation in excess of $150,000, or
                  such other amount
established  by the  Secretary  of the  Treasury,  in  accordance  with  Section
401(a)(17) of the Code (the "Compensation Limit"), shall be disregarded.

1.6 Beneficiary  means the person or persons  described in paragraph 8.5 who are
to receive benefits after the death of the Participant.
1.7 Code means the Internal  Revenue Code of 1986, as amended from time to time.
1.8  Committee  means the  administrative  committee  which is  provided  for in
Section 12 of the Plan.
         1.8A     Common Stock means the common stock of the Company.
1.9      Company means Fritz Companies, Inc., a Delaware corporation.
1.10 Delayed Retirement Date means a date subsequent to the Participant's Normal
Retirement Date which is the first day of any month coinciding with or following
a Participant's Normal Retirement Date.
1.11     Determination Year means the Plan Year.
1.12  Disability  means  the  inability  to engage  in any  substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
for which the Participant  receives disability benefits under the federal Social
Security Act. 1.13 Discretionary  Contributions  means the contributions made by
an Employer  pursuant to paragraph 3.5 of the Plan.  1.14  Effective  Date means
January 1, 1997. 1.15 Eligible  Employee means every Employee on the U.S. dollar
payroll of an Employer,  except the following  Employees:  (a)  Employees  whose
compensation  and  conditions  of  employment  are subject to  determination  by
collective bargaining,
         provided that retirement entitlements have been a subject of good-faith
         bargaining  between an Employer and the person's lawful  representative
         or bargaining agent;
                  (b)      Employees who have not attained age 21; and

                  (c) Employees  who, as to any period of time are classified or
         treated by the Company or an Employer as an independent  contractor,  a
         consultant,  a leased employee (within the meaning of section 414(n) of
         the  Code)  or any  employee  of an  employment  agency,  even  if such
         individual  is  subsequently  determined  to  have  been a  common  law
         employee  of the  Company  or an  Employer  during  such  period.  1.16
         Employee means a person  employed by an Employer,  any portion of whose
         income is subject to  withholding  of income tax and/or for whom Social
         Security  contributions  are made by an Employer,  as well as any other
         person  qualifying  as a common law employee of an  Employer.  The term
         "Employee"  shall also include leased  employees  within the meaning of
         Section  414(n)(2)  of the  Code;  provided,  however,  if such  leased
         employees  constitute  less than 20 percent of an Employer's  nonhighly
         compensated work force (within the meaning of Section  414(n)(5)(C)(ii)
         of the  Code),  the term  "Employee"  shall not  include  those  leased
         employees  covered by a plan described in Section  414(n)(5)(B)  of the
         Code unless otherwise provided by the terms of the Plan.

1.16 Employer  means the Company and any other  corporation or trade or business
which has adopted or hereafter adopts the Plan with the approval of the Company.
A list of adopting  Employers is attached to this Plan as "Appendix A" and shall
be kept current by the  Committee.  Effective as of January 1, 2000,  "Employer"
shall mean the  Company  and any  corporation  or trade or  business  which is a
member of a controlled group of corporations, a group of businesses under common
control or an affiliated  service group (within the meaning of Sections  414(b),
(c), (m), and (o) of the Code) of which the Company is a member,
                  For  purposes  of Section 6  (Limitations  on  Contributions),
Section  8  (Distribution  of  Benefits),   Section  10  (Top-Heavy  Rules)  and
determining an Employee's  Hours of Service,  the term  "Employer"  includes any
corporation or trade or business which is or was a member of a controlled  group
of  corporations,  a group of businesses  under common  control or an affiliated
service group (within the meaning of Sections  414(b),  (c), (m), and (n) of the
Code) of which an Employer  adopting the Plan is a member,  and any other entity
required  to be  aggregated  pursuant  to  Section  414 (o) of the  Code and the
regulations thereunder.

                  In addition,  for purposes of determining an Employee's  Hours
of Service, the term "Employer" includes the entities described in the preceding
paragraph,  as well as any  corporation  or trade or business for which a leased
employee (within the meaning of Section 414 (n) of the Code) performs  services,
but only for such period as the leased employee performs such services.

1.17 Entry Date means January 1, April 1, June 1, and October 1.
1.18 ERISA means Public Law No. 93-406, the Employee  Retirement Income Security
Act of 1974,  as amended  from time to time.  1.19  Family  Member  means,  with
respect  to any  Employee,  such  Employee's  spouse and  lineal  ascendants  or
descendants, and the spouses of such lineal ascendants or descendants. Effective
January 1, 1997,  Section 1.20 is deleted in its  entirety.  1.20 Fund means the
total of all  contributions  made under the Plan by any  Employer,  increased by
interest, appreciation and experience, credits and other gains, and decreased by
annuity purchases or payments, depreciation,  termination refunds, expenses, and
losses.  1.21 Highly Compensated Active Employee means any Employee who performs
services  for an  Employer  during the  Determination  Year and who,  during the
Look-Back  Year, (a) received Basic  Compensation  from an Employer in excess of
$80,000 (as adjusted  pursuant to sections  414(q)(1)  and 415 (d) of the Code),
and (b) and was a  member  of the  "top-paid  group"  for such  year;  provided,
however,  that  subject  to  the  satisfaction  of  such  conditions  as  may be
prescribed  under section  414(q)(1) of the Code,  the Company may elect for any
Plan Year not to apply the  requirement  of clause  (b) above.  The term  Highly
Compensated  Active  Employee also includes an Employee who is a 5% owner at any
time during the  Look-Back  Year or  Determination  Year.  An Employee  shall be
considered to be in the "top-paid  group" for any Look-Back Year if the Employee
is in the group  consisting of the top 20% of Employees when ranked on the basis
of Basic  Compensation paid during such year. 1.22 Highly  Compensated  Employee
means an Employee who is either a Highly Compensated Active Employee or a Highly
Compensated  Former Employee.  The determination of who is a Highly  Compensated
Employee, including the determination of the number and identity of Employees in
the "top-paid group," will be made in accordance with Section 414(q) of the Code
and the regulations thereunder. 1.23 Highly Compensated Former Employee means an
Employee who (i) separated from service (or was deemed to have separated)  prior
to the  Determination  Year, (ii) performs no service for an Employer during the
Determination  Year,  and (iii) was a Highly  Compensated  Active  Employee  for
either the  separation  year or any  Determination  Year  ending on or after the
Employee's 55th birthday.  1.24 Hour of Service means:  (a) An hour for which an
Employee  directly  or  indirectly  receives  compensation,  or is  entitled  to
compensation, from
         an Employer for the performance of duties.
(b)      An  hour  for  which  an  Employee  directly  or  indirectly   receives
         compensation,  or is  entitled  to  compensation,  from an  Employer on
         account  of a period  of time  during  which no  duties  are  performed
         (irrespective  of whether the employment  relationship  has terminated)
         due to vacation,  holiday, illness,  incapacity (including disability),
         layoff, jury duty, military duty or leave of absence.
(c)      An hour for which back pay  (irrespective  of mitigation of damages) is
         either  awarded or agreed to by an Employer.  The same Hours of Service
         shall not be credited both under  subparagraph (a) or (b) above, as the
         case may be, and under this subparagraph (c).
(d)      The number of hours and the  computation  period to which they shall be
         credited  shall be determined in  accordance  with  Department of Labor
         Regulations Section 2530.200b-2 (b) and (c) .
(e)      Employees  shall also be credited with any additional  Hours of Service
         required to be credited pursuant to any Federal law other than ERISA or
         the Code.
(f)      Effective  January 1, 1995, an  Employee's  Hours of Service also shall
         include  the   Employee's   periods  of  employment   with  Air  Compak
         International on or prior to January 1, 1995, provided the Employee was
         either (i) an employee  of Air Compak  International  on  December  31,
         1995,  or  (ii)  on  authorized   leave  of  absence  with  Air  Compak
         International  on December 31,  1995.  1.25A  Intertrans  Discretionary
         Contributions Account means the account maintained for each Participant
         who was a
former  participant in the Intertrans Plan, in the books and records of the Plan
for the purpose of recording any  discretionary  contributions  allocated to the
Participant  under the  Intertrans  Plan,  as adjusted  for  earnings and losses
allocated thereto.
         1.25B  Intertrans  Matching  Contributions  Account  means the  account
maintained for each  Participant who was a former  participant in the Intertrans
Plan,  in the books and  records of the Plan for the  purpose of  recording  and
matching  contributions  allocated to the Participant under the Intertrans Plan,
as adjusted for earnings and losses allocated thereto.
         1.25C   Intertrans  Plan  means  the  Intertrans   Corporation   401(k)
Retirement Savings Plan. 1.25 Look-Back Year means the calendar year ending with
or  within  the  Determination   Year.  1.26  Matching   Contribution   means  a
contribution  made by an  Employer  pursuant to  paragraph  3.2.  1.27  Matching
Contributions  Account means the account  maintained for each Participant in the
books  and  records  of the Plan  for the  purpose  of  recording  any  Matching
Contributions  made by an Employer  pursuant to  paragraph  3.2, as adjusted for
earnings and losses  allocated  thereto.  1.28 Non-Highly  Compensated  Employee
means  an  Employee  who is  not a  Highly  Compensated  Employee.  1.29  Normal
Retirement Age means age 65. 1.30 Normal  Retirement Date means the first day of
the month  coincident  with or next  following  the date a  Participant  attains
Normal  Retirement Age. 1.31 One-Year Break in Service means a period calculated
pursuant to paragraph 5.4. 1.32 Participant  means an Eligible  Employee who has
become a  participant  in the Plan in  accordance  with Section 3 and any former
Employee  who  is  entitled  to  benefits  under  the  Plan.  1.33   Participant
Contribution means an after-tax contribution made by the Participant pursuant to
Section  3.3,  as adjusted  for  earnings  and losses  allocated  thereto.  1.34
Participant   Contributions  Account  means  the  account  maintained  for  each
Participant  in the books and records of the Plan for the  purpose of  recording
any Participant Contributions made by the Participant,  as adjusted for earnings
and losses allocated thereto.  1.35 Plan means the Fritz Companies,  Inc. Salary
Investment &  Retirement  Plan set forth  herein,  and as it may be amended from
time to time.  1.36 Plan Year means the calendar year. 1.37 Prior Plan means the
Fritz  Holdings,  Inc.  Salary  Investment  & Retirement  Plan,  as in effect on
December 31, 1988. 1.38 Rollover  Contributions  means a contribution made by an
Eligible  Employee or a  Participant  pursuant to paragraph  3.4.  1.39 Rollover
Contributions  Account means the account  maintained for each Eligible  Employee
and  Participant  in the books and records of the Plan for purposes of recording
any  Rollover  Contributions  made  by such  Eligible  Employee  or  Participant
pursuant to  paragraph  3.4,  as  adjusted  for  earnings  and losses  allocated
thereto.  1.40 Salary  Deferral  Account means the account  maintained  for each
Participant  in the books and records of the Plan for purposes of recording  any
Salary Deferral  Contributions made by an Employer pursuant to paragraph 3.1, as
adjusted  for  earnings  and losses  allocated  thereto.  1.41  Salary  Deferral
Contribution means a contribution made by an Employer pursuant to paragraph 3.1.
1.42 Trust means an agreement of trust between the Company and the Trustee. 1.43
Trustee  means  the  one  or  more  banks,  trust  companies,   other  financial
institutions,  or officer of the Company  which hold and manage the funds of the
Trust.
         1.44A UWI Matching  Contributions  Account means the account maintained
for each Participant who was a former  participant in the UWI Plan, in the books
and records of the Plan for the purpose of recording and matching  contributions
allocated to the  Participant  under the UWI Plan,  as adjusted for earnings and
losses allocated thereto.
         1.44B UWI Plan means the Unlimited Warehousing, Inc. Profit Sharing and
Savings Plan & Trust.  1.44  Valuation  Date means the last day of the Plan Year
and such other dates determined by the Committee. 1.45 Year of Service means the
12 consecutive month period commencing on the date an Employee first performs an
Hour of Service and for which he is  credited  with not less than 1,000 Hours of
Service;  provided that, if the service  requirement is not met during the first
such 12-month  period,  "Year of Service"  means the Plan Year that includes the
first  anniversary of the date the Employee  first  performed an Hour of Service
(or any succeeding  Plan Year) for which he is credited with not less than 1,000
Hours of Service. An Employee's Years of Service also shall include period(s) of
employment with Intertrans Corporation and Texas Crating, Inc., on or before May
30,  1995,  provided  that  the  Employee  was  employed  by  either  Intertrans
Corporation  or Texas  Crating,  Inc.  on May 30,  1995.  Provided  further,  an
Employee's  Years of Service also shall  include  period(s) of  employment  with
Unlimited  Warehousing,  Inc.,  on or before July 18,  1994,  provided  that the
Employee was employed by Unlimited Warehousing, Inc. on July 18, 1994. 1.46 Year
of Vesting  Service  means  periods  computed  under  Section 5 for  purposes of
determining the nonforfeitable portion of a Participant's Account. An Employee's
Years of Vesting  Service  also  shall  include  period(s)  of  employment  with
Intertrans  Corporation  and Texas  Crating,  Inc.,  on or before May 30,  1995,
provided  that the  Employee was employed by either  Intertrans  Corporation  or
Texas Crating, Inc. on May 30, 1995. An Employee's Years of Vesting Service also
shall include  period(s) of employment with Unlimited  Warehousing,  Inc., on or
before July 18,  1994,  provided  that the  Employee  was  employed by Unlimited
Warehousing,  Inc. on July 18, 1994.  1.47 Masculine  pronouns used herein shall
include the  feminine,  the singular  number shall  include the plural,  and the
plural shall be read as the singular. SECTION 2

                                  Participation

2.1 An  Eligible  Employee  who  was a  Participant  in the  Prior  Plan  on the
Effective  Date shall  become a  Participant  in the Plan on that  date.  2.2 An
Eligible  Employee who was eligible to participate in the Prior Plan on December
31, 1988 shall  become a  Participant  in the Plan on the first Entry Date after
making the election  described in paragraph 3.1. 2.3 Effective  January 1, 2000,
an Eligible  Employee  not  described  in  paragraph  2.1 or 2.2 shall  become a
Participant  following  three  months  of  employment;  provided  he is  then an
Eligible Employee. For Plan Years beginning prior to January 1, 2000 an Eligible
Employee not described in paragraph 2.1 or 2.2 shall become a Participant on the
Entry Date on or after the date he completes one Year of Service; provided he is
then an Eligible Employee.  In addition, an Eligible Employee who is an Employee
of UWI on July 18, 1994, shall become a Participant in the Plan on July 1, 1995,
provided  that such Eligible  Employee  satisfies  the service  requirements  of
Section 2 of the Plan. 2.4 Effective January 1, 2000, an Employee who terminates
employment  after having  completed  three months of employment  shall  commence
participation  again  immediately  upon next performing an Hour of Service as an
Eligible Employee. For Plan Years beginning prior to January 1, 2000 an Employee
who  terminates  employment  after having  completed  one Year of Service  shall
commence participation again immediately upon next performing an Hour of Service
as an Eligible Employee. SECTION 3

                                  Contributions

3.1      Salary Deferral Contributions
(a)      An Eligible Employee who has met the eligibility requirements set forth
         in Section 2 and who desires to be a Participant  in the Plan may elect
         to defer any whole number percentage of his Basic Compensation from one
         percent to fifteen percent;  provided,  however, that in no event shall
         the amounts exceed the limits set forth in paragraph 6.1.
(b)      The  election  shall be made in  writing  on a form  prescribed  by the
         Administrator  and must be received by the  Administrator  prior to the
         payroll period for which the Salary Deferral  Contribution is to begin.
         A  Participant  may  change,  discontinue  or restart the amount of his
         deferral in accordance with rules established by the Committee.
(c)      In lieu of paying  full Basic  Compensation  to a  Participant  who has
         elected to defer Basic  Compensation,  an Employer  shall make a Salary
         Deferral Contribution to the Salary Deferral Account of the Participant
         equal to the amount of Basic Compensation deferred by the Participant.
(d)      During a Plan Year, the Committee may, in its sole discretion (but
         subject to such rules and procedures as the
         Committee may prescribe), suspend or reduce the percentage of Basic
         Compensation deferred by a Highly Compensated
         Employee pursuant to paragraph 3.1(a) for the remainder of the Plan
         Year if the Committee projects that the Plan
         will not satisfy the limitations set forth in paragraph 6.3.
         If the Committee subsequently projects that the
         Participant's salary deferral election has been reduced below the
         level necessary to satisfy the tests contained
         in paragraph 6.3, the Committee may permit (subject to such rules
         and procedures as the Committee may prescribe)
         such Participant to increase his or her salary deferral election for
         the remainder of the Plan Year to a level not
         in excess of the level which the Committee projects will satisfy the
         test contained in paragraph 6.3.
3.2      Matching Contributions
                  Effective  January  1,  1999,  at the end of each Plan Year an
         Employer may make a Matching Contribution to the Matching Contributions
         Account of each Participant who is employed on the last day of the Plan
         Year (or who died,  retired or incurred a  Disability  during such Plan
         Year) and for whom Salary Deferral  Contributions were made during such
         Plan Year. Matching Contributions shall be equal to a percentage (to be
         determined by an Employer) of the Salary Deferral  Contribution made by
         an Employer on behalf of the Participant.

                   (a) For the Plan Year  beginning  January 1, 1999, at the end
         of such Plan Year an Employer may make a Matching  Contribution  to the
         Matching  Contributions  Account of each Participant who is employed on
         the last day of the Plan  Year (or who died,  retired  or  incurred  an
         ongoing  Disability during such Plan Year) and for whom Salary Deferral
         Contributions  were made  during such Plan Year.  For Salary  Deferrals
         made from  January 1, 2000 to May 31,  2000,  an Employer  shall make a
         Matching  Contribution  to the Matching  Contributions  Account of each
         Participant  as soon as  administratively  feasible  following  May 31,
         2000. For Salary Deferral  Contributions made on or after June 1, 2000,
         an Employer  shall make a Matching  Contribution  after the end of each
         pay period to the Matching  Contributions  Account of each  Participant
         who is employed on the last day of the pay period (or who died, retired
         or incurred  an ongoing  Disability  during  such  period) and for whom
         Salary Deferral Contributions were made during such pay period.

                  (b) Matching  Contributions  shall be equal to a percentage of
         the  Participant's   Basic   Compensation.   The  percentage  shall  be
         determined  based on the pre-tax  United States  profits of the Company
         for the Plan Year, as determined by the  Compensation  Committee of the
         Company  in its sole  discretion,  in  accordance  with  the  following
         schedule:

Amount of Profit                                  Match Percentage Level

Less than $5 Million                                             0%
$5 Million but less than $10 Million                             1%
$10 Million but less than $15 Million                            2%
$15 Million but less than $20 Million                            3%
$20 Million or more                                              4%
         Notwithstanding  the  foregoing,  in  no  event  will  a  Participant's
Matching  Contribution  for a Plan Year exceed the Salary Deferral  Contribution
made by an Employer on behalf of the  Participant  for the Plan Year. For Salary
Deferral  Contributions  made from  January  1, 2000 to May 31,  2000,  Matching
Contributions  shall  be  equal  to  50% of the  Participant's  Salary  Deferral
Contributions,  up to 4% of the  Participant's  Basic  Compensation.  For Salary
Deferral  Contributions  made on or after June 1, 2000,  Matching  Contributions
shall be equal 50% of the Participant's Salary Deferral Contributions,  up to 6%
of the Participant's Basic Compensation.

                  (c) Effective for Plan Years  beginning on or after January 1,
         1999,  Matching  Contributions  shall be paid in cash or in the form of
         shares of Common  Stock,  in the sole  discretion  of the  Compensation
         Committee of the Company. To the extent that Matching  Contributions to
         be made by Employers  other than the Company are to be made in the form
         of shares of Common Stock,  such Employers shall transfer the amount of
         their  Matching  Contributions  to the Trustee in cash, and the Trustee
         shall  purchase  the  appropriate  number of shares of Common Stock (as
         determined in accordance with the paragraph (e) below) on behalf of the
         Trust Fund.

                  (d) When Matching  Contributions are to be made in the form of
         shares of Common Stock, the number of shares to be contributed shall be
         determined (a) by the actual  purchase  price,  or (b) pursuant to such
         other method as shall be selected by the Committee and  communicated to
         the Participants.

                  (e) When shares are  purchased  on behalf of the Trust Fund on
         the open market,  the number of shares  purchased shall be based on the
         actual price of such shares on the open market.

                  (f) Effective for Plan Years  beginning on or after January 1,
         1999, to the extent that an Employer Matching Contributions are made in
         cash, they shall be invested in shares of Common Stock.

3.3      Participant Contributions
(a)      A Participant may elect to contribute Participant  Contributions to the
         Plan equal to any whole  number  percentage  of his Basic  Compensation
         from one percent to ten percent.
(b)      The  election   shall  be  in  writing  on  a  form  presented  by  the
         Administrator  and must be received by the  Administrator  prior to the
         payroll period for which the  Participant  Contribution  is to begin. A
         Participant  may  change,  discontinue  or  restart  the  amount of his
         Participant  Contributions in accordance with rules  established by the
         Committee.
3.4      Rollover Contributions
(a)      Rollovers from Other Qualified Plans Made Prior to January 1, 1993. The
         provisions of this paragraph (a) shall apply to Rollover  Contributions
         made to the Plan prior to January 1, 1993. An Eligible Employee who has
         distributed   his  or  her  entire  interest  in  a  plan  meeting  the
         requirements  of Section  401(a) of the Code may,  in  accordance  with
         procedures approved by the Committee,  transfer the distribution to the
         Trustee, provided that the following conditions are met:
(i) The transfer  occurs on or before the 60th day after the  Eligible  Employee
receives the distribution;  (ii) The distribution qualifies as a qualified total
distribution within the meaning of Section 402 (a) (5) (E) (i) of
                  the Code;
(iii)             The amount  transferred does not exceed the total distribution
                  received by the  Eligible  Employee  less the amount,  if any,
                  considered  contributed  by  him or  her  in  accordance  with
                  Section 401(a)(5)(E)(i) of the Code; and
(iv)              The amount  transferred does not exceed the total distribution
                  he or she received less the amount, if any, contributed by him
                  or her in accordance with Section 402(a)(5)(B) of the Code.
(b)      Rollovers from Other  Qualified Plans Made On or After January 1, 1993.
         The   provisions  of  this   paragraph  (b)  shall  apply  to  Rollover
         Contributions made to the Plan on or after January 1, 1993. An Eligible
         Employee  who has  distributed  his or her  entire  interest  in a plan
         meeting  the  requirements  of  Section  401(a)  of the  Code  may,  in
         accordance  with  procedures  approved by the  Committee,  transfer the
         distribution to the Trustee, provided that the following conditions are
         met:
(i) The  transfer  is made in cash on or before the 60th day after the  Eligible
Employee  receives the distribution;  and (ii) The distribution  qualifies as an
eligible rollover distribution within the meaning of Section 402(c)(4) of the
                  Code.
(c)      Rollovers from Individual Retirement Accounts. An Eligible Employee who
         receives a distribution from an individual retirement account described
         in Section  408(b) of the Code which  constitutes  the entire amount of
         such  account,  and no portion of which is  attributable  to any source
         other  than  a  qualified  total   distribution   (in  the  case  of  a
         distribution  that will be  transferred to the Plan prior to January 1,
         1993)  or  an  eligible  rollover   distribution  (in  the  case  of  a
         distribution  that will be  transferred to the Plan on or after January
         1, 1993) from a plan qualified under Section 401(a) of the Code may, in
         accordance  with  procedures  approved by the  Committee,  transfer the
         entire amount of such  distribution to the Trustee within 60 days after
         receiving the distribution.
(d)      Administration.  The Committee shall develop such procedures, including
         procedures for obtaining information from
         an Eligible Employee desiring to make such a transfer, as it deems
         necessary or desirable to enable it to
         determine that the transfer will meet the requirements of this
         Section 4.  If the Administrator later determines
         that an amount transferred pursuant to paragraph (a) or (b), above,
         did not satisfy the requirements set forth in
         those paragraphs, the Eligible Employee's Rollover Contribution
         Account shall immediately be (1) segregated from
         all other assets of the Plan, (2) treated as a nonqualified trust
         established by and for the benefit of the
         Employee, and (3) distributed to the Employee.  Any such nonqualifying
         Rollover Contribution shall be deemed never
         to have been part of the Plan.
3.5      Discretionary Contributions
                  An  Employer  shall  be  permitted  to  make  such  additional
contributions  to the Trust as it deems necessary in order to comply with either
the actual deferral percentage  requirements of Section 401(k)(3) of the Code or
the contribution  percentage requirements of Section 401(m)(2) of the Code for a
Plan  Year.  An  Employer  may  designate  all or any  part  of a  Discretionary
Contribution as a contribution to the Salary  Deferral  Contribution  portion of
the Plan which shall be used for Section 401(k)  purposes or a  contribution  to
the Matching Contribution and Participant Contribution portion of the Plan which
shall  be used for  Section  401(m)  purposes.  Any  Discretionary  Contribution
designated as a contribution to the Salary Deferral  Contribution portion of the
Plan  shall  be  allocated  to the  Salary  Deferral  Contribution  Accounts  of
Participants  as  necessary  to satisfy  the  requirements  set forth in Section
401(k)(3)  of the Code.  Such  Discretionary  Contributions  shall  satisfy  the
requirements  for  qualified  nonelective   contributions  treated  as  elective
deferral  contributions under Section 401(k)(3)(B) and (C) of the Code and shall
be  subject  to the  withdrawal  and  distribution  rules  applicable  to Salary
Deferral  Contributions.   Any  Discretionary   Contributions  designated  as  a
contribution to the Matching  Contribution and Participant  Contribution portion
of  the  Plan  shall  satisfy  the   requirements   for  qualified   nonelective
contributions  treated as matching  contributions  and  after-tax  contributions
under Section 401(m)(4)(C) of the Code. Such contributions shall be allocated as
of the last day of such Plan Year to any or all Participants on that date, other
than Participants who are Highly Compensated  Employees,  in accordance with the
average of their  respective  Actual  Deferral  Percentage  and/or  Contribution
Percentage for such Plan Year.

3.6      Maximum Contribution
                  Employer contributions to the Plan shall not exceed the amount
which the Company  estimates will be deductible under Section  404(a)(3),  or if
applicable  under  Section  403(a)(7) of the Code,  or any  successor or similar
statutory provision hereafter enacted.

3.7      Forfeitures
                  Forfeitures  occurring  during  a Plan  Year  shall be used to
reduce an  Employer's  Matching  Contributions  for that Plan Year,  and, to the
extent there is any excess, for each successive Plan Year.

SECTION 4

                              Participant Accounts

4.1      Establishment of Accounts
                  The Administrator  shall establish,  as appropriate,  a Salary
Deferral  Account,  a Matching  Contributions  Account,  an Intertrans  Matching
Contributions   Account,  a  UWI  Matching  Contributions  Account,  a  Rollover
Contributions  Account,  a  Participant  Contributions  Account,  an  Intertrans
Discretionary Contributions Account, as appropriate,  for each Participant.  All
Salary Deferral Contributions made on behalf of a Participant shall be allocated
to the Participant's Salary Deferral Account. All Matching Contributions made on
behalf  of a  Participant  shall  be  allocated  to the  Participant's  Matching
Contributions Account. All matching  contributions  allocated to the Participant
under the  Intertrans  Plan shall be allocated to the  Participant's  Intertrans
Matching  Contributions  Account.  All matching  contributions  allocated to the
Participant  under the UWI Plan  shall be  allocated  to the  Participant's  UWI
Matching Contributions Account. All Rollover Contributions made by a Participant
shall be allocated to the  Participant's  Rollover  Contributions  Account.  All
Participant  Contributions  made by the  Participant  shall be  allocated to the
Participant's Participant Contributions Account. All discretionary contributions
allocated to the Participant under the Intertrans Plan shall be allocated to the
Participant's   Intertrans   Discretionary   Contributions   Account.  For  each
Participant's   Salary  Deferral  Account,   Matching   Contributions   Account,
Intertrans  Matching  Contributions,  UWI Matching  Contributions,  and Rollover
Contributions  Account,  the  Administrator  shall segregate  contributions  and
earnings thereon,  if any, for Plan Years that begin on or after January 1, 1989
from contributions and earnings thereon, if any, for Plan Years that began prior
to December 31, 1988.

4.2      Valuation of Accounts
                  The  assets of the Plan shall be valued on the last day of the
Plan Year and at such other  times as  determined  by the  Committee,  for those
investments not invested in Common Stock. Provided further,  investments held in
Common Stock will be valued as follows:

                  (a)  Common   Stock.   The  value  of  the   interest  of  any
Participant's  Account in Common  Stock  shall be  measured  in shares of Common
Stock in such manner as the determined by the Committee.

                  (b) Valuation of Common  Stock.  For all purposes of the Plan,
the Trustee  shall  determine  the fair market value of a share of Common Stock,
which,  as of any date,  shall be determined  (a) by the closing price of Common
Stock as  reported  on the NASD  National  Market  system (or such  other  stock
exchange on which the Common Stock if reported)  for the date of the  valuation,
or (b) pursuant to such other method as shall be selected by the Committee.

4.3      Voting of Common Stock. Common Stock held in the Plan shall be voted
         as follows:
                  (a) When Fritz  Companies,  Inc.,  prepares  for any annual or
         special  meeting,  the Company shall notify the Trustee at least thirty
         (30) days in advance of the intended record date and shall cause a copy
         of all proxy  solicitations  materials  to be sent to the  Trustee.  If
         requested by the Trustee, the Company shall certify to the Trustee that
         the  aforementioned  materials  represents the same information that is
         distributed to shareholders of Fritz  Companies,  Inc..  Based on these
         materials the Trustee shall prepare a voting instruction form and shall
         provide a copy of all proxy  solicitation  materials to be sent to each
         Plan  Participant  with an interest in Common  Stock held in the Trust,
         together with the foregoing  voting  instruction form to be returned to
         the  Trustee or its  designee.  The form  shall  show the  proportional
         interest in the number of full and  fractional  shares of Common  Stock
         credited to the Participant's accounts held in Common Stock.
                  (b) Each  Participant  with an interest in Common  Stock under
         the Plan shall have the right to direct the Trustee as to the manner in
         which the  Trustee is to vote  (including  not to vote) that  number of
         shares of  Common  Stock  reflecting  such  Participant's  proportional
         interest in Common Stock (both vested and unvested).  Directions from a
         Participant to the Trustee  concerning the voting of Common Stock shall
         be  communicated in writing or by such other means as is agreed upon by
         the  Trustee  and  the  Company.  These  directions  shall  be  held in
         confidence by the Trustee and shall not be divulged to Fritz Companies,
         Inc., or any adopting  Employer  listed under "Appendix A" of the plan,
         or any officer or employee  thereof,  or any other person except to the
         extent  that the  consequences  of such  directions  are  reflected  in
         reports  regularly  communicated  to any such  persons in the  ordinary
         course of the performance of the Trustee's service hereunder.  Upon its
         receipt of the directions,  the Trustee shall vote the shares of Common
         Stock  reflecting  the  Participant's  proportional  interest in Common
         Stock held in the Plan as directed by the Participant. Shares of Common
         Stock as to which the Trustee receives no voting instructions shall not
         be voted by the Trustee.
4.4 Tender of Common Stock. Each Participant whose Account is invested in Common
Stock  shall have the right to direct the Trustee in writing as to the manner in
which to  respond  to a tender or  exchange  offer  with  respect  to the shares
attributable  to his or her interest in Common Stock.  The Trustee shall utilize
its best efforts to distribute or cause to be  distributed in a timely manner to
each  Participant  such  information as will be distributed to  shareholders  of
Common Stock in connection with any such tender or exchange offer, together with
a form  addressed  to the Trustee  soliciting  the  Participant's  confidential,
written  instructions  as to whether such shares shall be tendered or exchanged.
If the  Trustee  receives no written  directions  from a  Participant  as to the
manner in which to respond to such a tender or exchange offer, the Trustee shall
not tender or exchange any shares of Common Stock credited to the Account of the
Participant.  4.5 Investment of Contributions (a) Each Participant may elect, on
a form  provided  by the  Committee,  to invest  his  Salary  Deferral  Account,
Rollover
         Contributions  Account and Participant  Contributions Account in one or
         more funds as selected by the Committee. Allocations to a fund shall be
         made  only  in  multiples  of five  percent.  Effective  July 1,  1991,
         allocations to a fund shall be made in multiples of one percent.
(b)      Effective  as of June 1,  2000,  Common  Stock  shall  be  added  as an
         investment  fund  under the Plan.  A  Participant  may  reallocate  his
         Accounts  under  subsections  (a) (b) and (c) in accordance  with rules
         established by the Committee.
                  (c)  The  Company   shall   direct  the   investment   of  the
         Participant's Matching Contributions Account,  provided,  however, that
         after the  Participant  is fully vested in his  Matching  Contributions
         Account,  he may direct the  investment  of that Account in  accordance
         with rules established by the Committee.
SECTION 5

                                     Vesting

5.1      Salary Deferral, Participant Contributions and Rollover Accounts
                  Amounts credited to a Participant's  Salary Deferral  Account,
Participant  Contributions  Account and Rollover  Contributions Account shall at
all times be fully vested and shall not be forfeitable for any reason.

5.2      Matching Contributions Account
                  Amounts  credited to a  Participant's  Matching  Contributions
Account shall vest in accordance with the following schedule:

    Years of Vesting                            Vested
         Service                              Percentage

Less than 4 years                                 0%
4 years completed                                 40%
5 years completed                                100%



                  Effective June 1, 2000,  amounts credited  (including  amounts
previously  credited) to a Participant's  Matching  Contributions  Account shall
vest in accordance with the following schedule:

    Years of Vesting                            Vested
         Service                              Percentage
1 year completed                                  20%
2 years completed                                 40%
3 years completed                                 60%
4 years completed                                 80%
5 years completed                                100%


                  Notwithstanding   the   foregoing,   amounts   credited  to  a
         Participant's  Matching Contributions Account shall become fully vested
         upon the  Participant's  attainment of Normal  Retirement Age, death or
         Disability.
5.3      Calculation of Service
                  For  purposes of  paragraphs  5.2 (a) and (b),  an  Employee's
period of Service  commences on the first day the  Employee  performs an Hour of
Service,  and  except  as  otherwise  provided  in  paragraph  5.2  (a) or  (b),
terminates  on  the  Employee's  Severance  from  Service  Date.  An  Employee's
Severance from Service Date is the earlier of (i) the date he quits, retires, is
discharged or dies, or (ii) the first  anniversary  of his absence from work for
any other reason,  including  leave of absence  (unless an Employer  consents in
writing to an extended leave of absence, in which case an Employer shall specify
the later termination date). Notwithstanding the foregoing, an Employee's period
of Service shall also include such additional  periods as may be required by law
(including  such  Service  which must be  considered  pursuant  to the  Military
Selective Service Act, as amended), and the following periods of severance:

(a)      If an Employee severs from Service by quit, discharge or retirement and
         returns to work  within  one year,  the  period of  severance  shall be
         considered as part of the Employee's Service.
(b)      If the  Employee  is absent  from work for a reason  other  than  quit,
         discharge or  retirement,  and while absent  quits,  is  discharged  or
         retires, an Employer shall include the period between the date of quit,
         retirement  or  discharge  and the date the  Employee  returns  to work
         within the Employee's period of Service if the Employee returns to work
         within one year of the date his absence first commenced. An Employee is
         considered  to have  returned  to work on the first day  following  his
         absence on which he is credited with an Hour of Service.
5.4      One-Year Break in Service
                  A  "One-Year  Break in  Service"  means,  with  respect to any
Employee,  a  period  of 12  consecutive  months  beginning  on  the  Employee's
Severance from Service Date (as defined in Section 5.3) or anniversary  thereof,
and ending on the next anniversary,  provided that the Employee does not perform
an Hour of Service.  However,  an Employee  who is absent from work by reason of
the Employee's pregnancy, the birth of a child of the Employee, or the placement
of a child with the  Employee in  connection  with  adoption of the child by the
Employee,  or for the  purpose of caring for such  child by the  Employee  for a
period immediately  following birth or placement shall not be considered to have
incurred a One-Year Break in Service during (i) the one-year  period  commencing
on the Severance  from Service  Date, if the Employee  severs from Service other
than  by quit or  discharge,  or (ii)  the  two-year  period  commencing  on the
Severance  from Service  Date,  if the  Employee  severs from Service by quit or
discharge.  The preceding sentence shall not apply unless the Employee furnishes
to the Committee such timely information as the Committee may reasonably require
to establish that the absence is for a reason described in that sentence.

5.5      Termination of Employment; Forfeitures
(a)      If  a  Participant   terminates   employment   and  the  value  of  the
         Participant's  vested  Account  does not exceed  $5,000  (and has never
         exceeded  $5,000)  ($3,500 for Plan Years  beginning  before January 1,
         1998),  the  Participant  shall  receive a  distribution  of his or her
         entire vested  Account in accordance  with Section 8, and the nonvested
         portion of the Participant's  Account shall be treated as a forfeiture.
         For  purposes of this  paragraph  (a), if the value of a  Participant's
         vested  Account  is  zero,  the  Participant  shall be  deemed  to have
         received a distribution of such vested Account.
(b)      If  a  Participant   terminates   employment   and  the  value  of  the
         Participant's Account exceeds (or has ever exceeded) $5,000 ($3,500 for
         Plan Years  beginning  before  January 1,  1998),  and the  Participant
         consents to receive a distribution  of the vested portion of his or her
         Account in accordance with paragraph  8.3(b),  the nonvested portion of
         his or her Account shall be treated as a forfeiture.
(c)      If a  Participant  receives  a  distribution  or is deemed to receive a
         distribution   pursuant  to  paragraph  (a)  or  (b),  above,  and  the
         Participant   is   reemployed   by  an  Employer,   the   Participant's
         Employer-derived   Account,   determined   as  of  the   date   of  the
         distribution,  shall be restored from  forfeitures,  from income to the
         Plan, or from Employer  contributions  if the Participant is reemployed
         by an Employer before the Participant incurs five consecutive  One-Year
         Breaks in Service.
5.6      No Forfeitures for Cause
                  Notwithstanding  anything  in  this  Plan to the  contrary,  a
Participant's vested benefit shall not be forfeitable for any reason.

5.7      Amendment of Vesting Schedule
                  If the vesting  schedule  set forth in Section 5.2 is amended,
or the Plan is  amended  in any way that  directly  or  indirectly  affects  the
computation  of a  Participant's  vested  percentage,  or if the Plan is  deemed
amended by an automatic  change to or from a top-heavy  vesting  schedule,  each
Participant  with at  least  three  years  of  Service  may  elect  to have  the
nonforfeitable  percentage  completed  under  the Plan  without  regard  to such
amendment  or change.  The period  during  which the  election may be made shall
commence  with the date the  amendment is adopted or deemed to be made and shall
end on the latest of: (a) 60 days after the date the  amendment is adopted,  (b)
60 days after the date the amendment becomes effective, or (c) 60 days after the
date the Participant is issued written notice of the amendment by an Employer or
the Administrator.

SECTION 6

                          Limitations on Contributions

6.1      Code Section 402(g) Limitation
(a)      In no event  shall a  Participant  be  permitted  to defer an amount of
         Basic  Compensation  during  any  calendar  year in excess of the limit
         specified in Code Section  402(g) (as adjusted by the  Secretary of the
         Treasury pursuant to the authority of Code Section 415(d)) ($10,500 for
         calendar year 2000). In determining whether the limit specified in this
         paragraph  is  exceeded,  all  elective  deferrals  (as defined in Code
         Section 402(g)(3)) made by a Participant under any qualified plan shall
         be aggregated.
(b)      Amounts  deferred by a Participant in excess of the limits set forth in
         paragraph (a), above,  ("Excess Deferrals") adjusted for income or loss
         pursuant  to  paragraph  (c)  below,   shall  be   distributed  to  the
         Participant no later than the first April 15 following the close of the
         Participant's  taxable year provided that the Participant  notifies the
         Administrator of such Excess Deferrals.  Notwithstanding the foregoing,
         a  Participant  shall be  deemed  to have  notified  the Plan of Excess
         Deferrals to the extent the  Participant  has Excess  Deferrals for the
         Participant's  taxable  year  by  taking  into  account  only  elective
         deferrals under the Plan and other plans of the Employers.
(c)      The income or loss allocable to Excess Deferrals shall be equal to the
         sum of:  (i) the income or loss for the
         Participant's taxable year allocable to the Participant's Salary
         Deferral Contributions multiplied by a fraction,
         the numerator of which is the Participant's Excess Deferrals for
         the taxable year, and the denominator of which is
         equal to the sum of (A) the portion of the Participant's Account
         attributable to Salary Deferral Contributions at
         the beginning of the Participant's taxable year, and (B) the
         Participant's Salary Deferral Contributions for the
         Participant's taxable year, plus (ii) ten percent of the amount
         determined under clause (i), above, multiplied by
         the number of whole calendar months between the end of the
         Participant's taxable year and the date of
         distribution.  For purposes of determining the number of calendar
         months that have elapsed since the end of the
         Plan Year in which the Excess Deferrals were made, a distribution
         occurring on the first 15 days of a calendar
         month shall be deemed made on the last day of the preceding month.
         A distribution occurring after the 15th day of
         a calendar month shall be deemed made on the first day of the next
         succeeding calendar month.
6.2      Definitions
                  For the  purposes of  paragraphs  6.3 and 6.4,  the  following
definitions shall be used:

(a)      "Actual Deferral Percentage" means the ratio (calculated to the nearest
         one-hundredth  of  one  percent)  of a  Participant's  Salary  Deferral
         Contributions,  and  Discretionary  Contributions  made on  behalf of a
         Participant  for the  Plan  Year  divided  by the  Participant's  Basic
         Compensation  for the Plan Year.  The Actual  Deferral  Percentage of a
         Participant who has no Salary Deferral  Contributions  or Discretionary
         Contributions made on his behalf shall be zero. A Participant's  Actual
         Deferral Percentage shall be computed according to the following rules:
(i)               Salary Deferral Contributions and Discretionary  Contributions
                  made on behalf of a  Participant  shall be taken into  account
                  for a Plan  Year  only if such  contributions  are paid to the
                  Trust  within two and  one-half  months  after the end of such
                  Plan Year.
(ii)              In the case of a Highly  Compensated  Employee who is eligible
                  to  participate  in two or more plans of an  Employer to which
                  elective  deferrals may be made (other than an employee  stock
                  ownership plan as defined in Section  4975(e)(7) of the Code),
                  all  elective  deferral  contributions  made on  behalf of the
                  Highly Compensated Employee must be aggregated for purposes of
                  determining such Highly Compensated Employee's Actual Deferral
                  Percentage.
(iii)             If the  Employers  maintain two or more plans that are subject
                  to the  requirements  of Section  401(k) of the Code, and such
                  plans  are  considered  as one plan for  purposes  of  Section
                  401(a)(4)  or  410(b)  of the Code,  all such  plans  shall be
                  aggregated and treated as one plan for purposes of determining
                  the Actual Deferral Percentage of a Participant.
(iv)     Effective January 1, 1987, if an eligible Highly Compensated
                  Employee is either a five percent owner (as defined
                  in Section 416(i)(1) of the Code) or in the group of the ten
                  Highly Compensated Employees paid the
                  greatest Compensation during the Plan Year, the combined
                  Actual Deferral Percentage for the family group
                  (which includes the Highly Compensated Employee and which is
                  treated as one Highly Compensated Employee)
                  shall be determined by combining the elective deferrals,
                  compensation and amounts treated as elective
                  deferrals of all the eligible Family Members.  The elective
                  deferrals, compensation and amounts treated as
                  elective deferrals of all Family Members are disregarded for
                  purposes of determining the Actual Deferral
                  Percentage of all other Highly Compensated Employees and
                  Non-Highly Compensated Employees.  However,
                  effective January 1, 1997, this Section 6.2(a)(iv) is deleted
                  in its entirety.
(b)      "Average  ADP" means the average  (expressed  as a  percentage)  of the
         Actual Deferral Percentage of the eligible Participants in a group.
(c)      "Average  ACP" means the average  (expressed  as a  percentage)  of the
         Contribution Percentages of the eligible Participants in a group.
(d)  "Average  Percentage"  means  the  Average  ADP  or  the  Average  ACP,  as
applicable.
(e)      "Contribution  Percentage"  means the ratio  (calculated to the nearest
         one-hundredth   of   one   percent)   of   a   Participant's   Matching
         Contributions,  Participant Contributions,  Discretionary Contributions
         and any Salary Deferral  Contributions  the Company elects to take into
         account in computing the  Contribution  Percentage for the Plan Year to
         the   Participant's   Basic   Compensation   for  the  Plan  Year.  The
         Contribution   Percentage  of  a   Participant   who  has  no  Matching
         Contributions  and no Discretionary  Contributions  made on his behalf,
         who makes no Participant  Contributions and for whom the Company elects
         to take no Salary Deferral  Contributions into account shall be zero. A
         Participant's  Contribution  Percentage shall be computed  according to
         the following rules:
(i)      Matching Contributions made on a Participant's behalf shall be taken
         into account for a Plan Year only if such
                  Matching Contributions are allocated to the Participant's
                  Account during such Plan Year and paid to the
                  Trust no later than the end of the 12th month following the
                  of such Plan Year.  Participant
                  Contributions made by a Participant shall be taken into
                  account for the Plan Year in which such amounts
                  are contributed to the Trust at the time of payment to the
                  Trustee if they are transmitted to the Trust
                  within a reasonable period after such contributions are made.
                  Excess Contributions that are
                  recharacterized in accordance with paragraph 6.5(c) shall be
                  taken into account for the Plan Year that
                  includes the time at which such Excess Contributions are
                  includable in the gross income of the Participant.
(ii)              In the case of a Highly  Compensated  Employee who is eligible
                  to  participate  in two or more plans of an  Employer to which
                  matching contributions,  after-tax contributions, or both, are
                  made (other than an employee  stock  ownership plan as defined
                  in Section  4975(e)(7)  of the Code),  all such  contributions
                  made on  behalf of the  Highly  Compensated  Employee  must be
                  aggregated for purposes of determining the Highly  Compensated
                  Employee's Contribution Percentage.
(iii)             If the  Employers  maintain two or more plans that are subject
                  to the  requirements  of Section  401(m) of the Code, and such
                  plans  are  considered  as one plan for  purposes  of  Section
                  401(a)(4)  or 410 (b) of the  Code,  all such  plans  shall be
                  aggregated and treated as one plan for purposes of determining
                  the Contribution Percentage of a Participant.
(iv)     Effective January 1, 1987, if a Highly Compensated Employee is either
                  a five percent owner (as defined in Section
                  416(i)(1) of the Code) or in the group of the ten Highly
                  Compensated Employees paid the greatest
                  Compensation during the Plan Year, the combined Contribution
                  Percentage for the family group (which
                  includes the Highly Compensated Employee and which is treated
                  as one Highly Compensated Employee) shall be
                  determined by combining the after-tax contributions,
                  compensation, matching contributions and amounts
                  treated as matching contributions of all the eligible Family
                  Members.  The after-tax contributions,
                  compensation, matching contributions and amounts treated as
                  matching contributions of all Family Members
                  are disregarded for purposes of determining the Contribution
                  Percentage of all other Highly Compensated
                  Employees and Non-Highly Compensated Employees.  However,
                  effective January 1, 1997, this Section
                  6.2(e)(iv) is deleted in its entirety.
(f) "Excess Aggregate  Contributions"  means, with respect to any Plan Year, the
excess of:
(i)               the  aggregate  amount  of  the  Matching   Contributions  and
                  Participant  Contributions  allocated to a Highly  Compensated
                  Employee for a Plan Year, over
(ii)              the maximum amount of such contributions that may be allocated
                  to the  Highly  Compensated  Employee  without  violating  the
                  limitations  set forth in paragraph  6.3.  The maximum  amount
                  that may be allocated to a Highly  Compensated  Employee shall
                  be determined by ranking
         the  Highly  Compensated  Employees  by the  amount of their  aggregate
         Matching and Participant  Contributions  (the  "Aggregate  Contribution
         Amount")  in   descending   order  and  then   reducing   the  Matching
         Contributions  and Participant  Contributions  from the Accounts of the
         Highly  Compensated  Employees  starting  with the  Highly  Compensated
         Employee with the highest Aggregate  Contribution  Amount to the extent
         required to: (i) enable the Plan to satisfy the  limitations  set forth
         in  paragraph  6.3,  or (ii) cause such Highly  Compensated  Employee's
         Aggregate  Contribution  Amount  to equal  the  Aggregate  Contribution
         Amount  of the  Highly  Compensated  Employee  with  the  next  highest
         Aggregate Contribution Amount. This process shall be repeated until the
         Plan satisfies the  limitations set forth in paragraph 6.3. In no event
         shall the amount of Excess Aggregate Contributions exceed the amount of
         Matching Contributions and Participant  Contributions made on behalf of
         a Highly Compensated Employee for a Plan Year.

(g) "Excess Contributions" means, with respect to any Plan Year, the excess of:
(i) the Salary Deferral Contributions allocated to a Highly Compensated Employee
for a Plan Year, over (ii) the maximum amount of Salary  Deferral  Contributions
that may be allocated to such Highly Compensated Employee
                  without violating the limitations set forth in paragraph 6.3.
                  The  maximum   amount  that  may  be  allocated  to  a  Highly
         Compensated   Employee  shall  be  determined  by  ranking  the  Highly
         Compensated Employees by amount of their Salary Deferral  Contributions
         (the "Salary  Deferral  Contribution  Amount") in descending  order and
         then reducing the Salary  Deferral  Contributions  from the Accounts of
         the Highly  Compensated  Employees starting with the Highly Compensated
         Employee with the highest Salary  Deferral  Contribution  Amount to the
         extent  required to: (i) enable the Plan to satisfy the limitations set
         forth  in  paragraph  6.3,  or  (ii)  cause  such  Highly   Compensated
         Employee's  Salary  Deferral  Contribution  Amount to equal the  Salary
         Deferral  Contribution  Amount of the Highly Compensated  Employee with
         the next highest  Salary  Deferral  Contribution  Amount.  This process
         shall be repeated until the Plan satisfies the limitations set forth in
         paragraph 6.3. In no event shall Excess Contributions exceed the amount
         of Salary Deferral Contributions made on behalf of a Highly Compensated
         Employee for a Plan Year.

6.3      Percentage Limitations on Contributions
                  Notwithstanding  anything  in the  Plan to the  contrary,  the
         Average  ADP and the  Average  ACP of  Participants  must each  satisfy
         either the basic  Limitation or the  alternative  Limitation  set forth
         below:

(a)      Basic Limitation
                           The   Average   Percentage   of  Highly   Compensated
         Employees who are eligible to  participate  in the Plan under Section 2
         (whether or not such Employees  elect to have their Basic  Compensation
         reduced)  shall not exceed for the Plan Year the Average  Percentage of
         Non-Highly Compensated Employees who are eligible to participate in the
         Plan under Section 2 (whether or not such Employees elect to have their
         Basic Compensation reduced) for the Plan Year multiplied by 1.25.
(b)      Alternative Limitation
                           The   Average   Percentage   of  Highly   Compensated
         Employees who are eligible to  participate  in the Plan under Section 2
         (whether or not such Employees  elect to have their Basic  Compensation
         reduced)  shall  not  exceed  the  Average   Percentage  of  Non-Highly
         Compensated Employees who are eligible to participate in the Plan under
         Section 2 (whether  or not such  Employees  elect to have  their  Basic
         Compensation  reduced) for the Plan Year  multiplied  by two,  provided
         that the Average  Percentage of Highly  Compensated  Employees does not
         exceed the Average  Percentage of Non-Highly  Compensated  Employees by
         more than two percentage points.
(c)      Multiple Use Limitation
                           If both the average actual  deferral  percentage test
         and the average  contribution  percentage test do not satisfy the basic
         limitation  set forth in paragraph (a) of this paragraph 6.3 and one or
         more Highly Compensated  Employees are eligible to have Salary Deferral
         Contributions  made on their behalf and to have Matching  Contributions
         made on their behalf or to make Participant  Contributions to the Plan,
         then the sum of the Actual Deferral  Percentages of Highly  Compensated
         Employees  plus  the  sum of the  Contribution  Percentages  of  Highly
         Compensated Employees shall not exceed the greater of:
(i)               The sum of: (A) 1.25 times the greater of the Actual  Deferral
                  Percentages   or   Contribution   Percentages   of  Non-Highly
                  Compensated Employees, plus (B) two percentage points plus the
                  lesser of the  Actual  Deferral  Percentages  or  Contribution
                  Percentages of Non-Highly Compensated Employees; or
(ii)              The sum of: (A) 1.25  times the lesser of the Actual  Deferral
                  Percentages   or   Contribution   Percentages   of  Non-Highly
                  Compensated Employees, plus (B) two percentage points plus the
                  greater of the Actual  Deferral  Percentages  or  Contribution
                  Percentages  of  Non-Highly  Compensated  Employees.   If  the
                  multiple use  limitation  set forth in this  paragraph  (c) is
                  exceeded, the Administrator shall
         determine the maximum  percentage to be used in place of the calculated
         percentage  for all Highly  Compensated  Employees  that  would  reduce
         either  or  both  the  Actual   Deferral   Percentage  or  Contribution
         Percentage  for the  Highly  Compensated  Employees  in order  that the
         multiple use limitation shall be satisfied. Any excess shall be handled
         in the same  manner  that  Excess  Contributions  or  Excess  Aggregate
         Contributions are handled.

                  Notwithstanding   anything  in  the  Plan  to  the   contrary,
effective for Plan Years beginning on or after January 1, 1998, this section 6.3
is  amended  in its  entirety  and  the  Average  ADP  and  the  Average  ACP of
Participants  must each satisfy either the basic  Limitation or the  alternative
Limitation set forth below:

(d)      Basic Limitation
                           The   Average    Percentage   for   eligible   Highly
         Compensated  Employees  (those who are eligible to  participate  in the
         Plan under Section 2, whether or not such Employees elect to have their
         Basic  Compensation  reduced)  shall not  exceed  for the Plan Year the
         Average Percentage for eligible Non-Highly Compensated Employees (those
         who are eligible to participate in the Plan under Section 2, whether or
         not such Employees elect to have their Basic Compensation  reduced) for
         the preceding Plan Year multiplied by 1.25.

                  (e)      Alternative Limitation

                           The   Average   Percentage   of  Highly   Compensated
         Employees who are eligible to  participate  in the Plan under Section 2
         (whether or not such Employees  elect to have their Basic  Compensation
         reduced) shall not exceed for the Plan Year the Average  Percentage for
         Non-Highly Compensated Employees who are eligible to participate in the
         Plan under Section 2 (whether or not such Employees elect to have their
         Basic  compensation  reduced) for the preceding Plan Year multiplied by
         two,  provided  that the  Average  Percentage  for  Highly  Compensated
         Employees for the Plan Year does not exceed the Average  Percentage for
         Non-Highly  Compensated  Employees for the preceding  Plan Year by more
         than two percentage points.

                  (f)      Multiple Use Limitation

                           If both the average actual  deferral  percentage test
         and the average  contribution  percentage test do not satisfy the basic
         limitation  set forth in paragraph (a) of this paragraph 6.3 and one or
         more Highly Compensated  Employees are eligible to have Salary Deferral
         Contributions  made on their behalf and to have Matching  Contributions
         made on their behalf or to make Participant  Contributions to the Plan,
         then the sum of the Actual Deferral  Percentages of Highly  Compensated
         Employees for the Plan Year shall not exceed the greater of:

                           (i) The sum of:  (A) 1.25  times the  greater  of the
                  Actual Deferral  Percentages or  Contributions  Percentages of
                  Non-Highly  Compensated Employees for the preceding Plan Year,
                  plus (B) two  percentage  points plus the lesser of the Actual
                  Deferral Percentages or Contribution Percentages of Non-Highly
                  Compensated Employees for the preceding Plan Year; or

                           (ii) The sum of:  (A) 1.25  times  the  lesser of the
                  Actual  Deferral  Percentages or  Contribution  Percentages of
                  Non-Highly  Compensated Employees for the preceding Plan Year,
                  plus (B) two percentage  points plus the greater of the Actual
                  Deferral Percentages or Contribution Percentages of Non-Highly
                  Compensated Employees for the preceding Plan Year.

                  If the multiple use  limitation  sets forth in this  paragraph
         (c)  is  exceeded,   the  Administrator  shall  determine  the  maximum
         percentage  to be used in place of the  calculated  percentage  for all
         Highly  Compensated  Employees  that  would  reduce  either or both the
         Actual Deferral  Percentage or  Contribution  Percentage for the Highly
         Compensated  Employees in order that the multiple use limitation  shall
         be  satisfied.  Any excess  shall be handled  in the same  manner  that
         Excess Contributions or Excess Aggregate Contributions are handled.

6.4      Remedial Measures
                  If the Plan does not satisfy the requirements of paragraph 6.3
for any Plan Year,  the  Administrator  shall take such  remedial  measures,  as
necessary,  in  accordance  with either  paragraph 6.5 or paragraph 6.6 in order
that the limitations set forth in paragraph 6.3 are met.

6.5      Correction of Actual Deferral Percentage Test
(a)      General Rules
                           The   Administrator   shall   determine   the  Excess
         Contributions for each Highly  Compensated  Employee in accordance with
         paragraph 6.2 (g) and either:  (i)  distribute  such amounts along with
         income  or  loss  attributable   thereto,  to  the  appropriate  Highly
         Compensated  Employees in the manner set forth in paragraph (b) of this
         paragraph 6.5; (ii) contribute a  Discretionary  Contribution on behalf
         of each Participant who is a Non-Highly  Compensated  Employee in order
         that the  limitations  in paragraph 6.3 are met;  (iii)  recharacterize
         such amount, along with the income or loss attributable  thereto, as an
         After-Tax Contribution in accordance with paragraph 6.5(c); or (iv) use
         any  combination of (i), (ii), and (iii) to satisfy the  limitations in
         paragraph 6.3.
(b)      Distribution of Excess Contributions
                           Excess  Contributions  and income  allocable  thereto
         shall be  distributed  to  Participants  on whose  behalf  such  Excess
         Contributions  were  made no later  than the last day of the Plan  Year
         following the Plan Year for which the Excess  Contributions  were made.
         The amount of Excess  Contributions shall be reduced in accordance with
         regulations  prescribed by the Secretary of the Treasury, by the amount
         of the Excess Deferrals,  if any,  distributed to the Participant under
         paragraph 6.1(b).
                           The   income   or   loss   attributable   to   Excess
         Contributions  shall  be equal to the sum of:  (i) the  income  or loss
         allocable to Salary Deferral  Contributions  made on the  Participant's
         behalf for the Plan Year  multiplied  by a fraction,  the  numerator of
         which is the Participant's  Excess Contributions for the Plan Year, and
         the denominator of which is equal to the sum of (A) that portion of the
         Participant's Account attributable to Salary Deferral  Contributions at
         the  beginning  of  the   Participant's   taxable  year,  and  (B)  the
         Participant's  Salary  Deferral  Contributions  for  the  Participant's
         taxable  year,  plus (ii) ten  percent of the amount  determined  under
         clause (i),  above,  multiplied by the number of whole calendar  months
         between the end of the Plan Year and the date of distribution, counting
         the month of distribution if distribution occurs after the 15th of such
         month.
(c)      Recharacterization of Excess Contributions
                           Excess  Contributions,  determined in accordance with
         paragraph 6.2(g),  shall be recharacterized as After-Tax  Contributions
         no later than two and one-half  months after the Plan Year to which the
         recharacterization  relates.  In no event  shall  the  amount of Excess
         Contributions  that are  recharacterized  exceed  the  amount of Salary
         Deferral  Contributions made on behalf of a Highly Compensated Employee
         for the Plan Year. The Excess Contributions to be recharacterized shall
         be reduced, in accordance with regulations  prescribed by the Secretary
         of the Treasury,  by the amount of Excess Deferrals  distributed to the
         Participant    under    paragraph    6.1(b).    Excess    Contributions
         recharacterized  as  After-Tax  Contributions  shall be  subject to the
         distribution  restrictions  set forth in Section 401 (k) (2) (B) of the
         Code.
(d)      Treatment as Annual Additions
                           Excess  Contributions  shall  be  treated  as  Annual
Additions under paragraph 6.8(b)(1).
6.6      Correction of Average Contribution Percentage Test
(a)      General Rule
                           The   Administrator   shall   determine   the  Excess
         Aggregate  Contributions  in  accordance  with  paragraph  6.2  (f) and
         either:   (i)  cause  such  amounts  along  with  the  income  or  loss
         attributable thereto to be forfeited,  if not vested under the terms of
         the Plan, or, if vested,  distributed no later than the last day of the
         Plan Year; (ii)  contribute a  Discretionary  Contribution on behalf of
         each Participant who is a Non-Highly Compensated Employee in order that
         the  limitations in paragraph 6.3 are met; or (iii) use any combination
         of (i) and (ii) to  satisfy  the  limitations  in  paragraph  6.3.  Any
         forfeiture or distribution shall be made on the basis of the respective
         portion of the amount of Excess Aggregate Contributions attributable to
         each Highly Compensated Employee whose Matching  Contributions  Account
         or  Participant  Contributions  Account  received an allocation for the
         preceding Plan Year.
(b)      Calculation of Income
                           The income or loss  attributable to Excess  Aggregate
         Contributions  shall  be equal to the sum of:  (i) the  income  or loss
         allocable to the Participant's  Participant  Contributions and Matching
         Contributions,  multiplied by a fraction, the numerator of which is the
         Participant's Excess Aggregate Contributions for the Plan Year, and the
         denominator  of which is  equal to the sum of (A) that  portion  of the
         Participant's  Account  attributable to Participant  Contributions  and
         Matching  Contributions at the beginning of the  Participant's  taxable
         year, plus (B) the Participant's Participant Contributions and Matching
         Contributions for the Participant's taxable year, plus (ii) ten percent
         of the amount  determined  under clause (i),  above,  multiplied by the
         number of whole  calendar  months  between the end of the Plan Year and
         the date of the  distribution,  counting the month of  distribution  if
         distribution occurs after the 15th of such month.
(c)      Deadline for Distribution
                           Excess Aggregate  Contributions  and income allocable
         thereto  shall be  distributed  to  Participants  on whose  behalf such
         Excess Aggregate  Contributions were made no later than the last day of
         the Plan Year  following the Plan Year for which such Excess  Aggregate
         Contributions  were  made.  Excess  Aggregate  Contributions  shall  be
         distributed from the Participant's  Matching  Contribution  Account and
         Participant Contribution Account.
(d)      Treatment as Annual Additions
                           Excess  Aggregate  Contributions  shall be treated as
Annual Additions under paragraph 6.8(b)(1).
6.7      Compliance with Treasury Regulations
                  The Plan shall satisfy the requirements of Sections  401(k)(3)
and 401(m)(2) of the Code and the regulations thereunder,  and such requirements
are hereby incorporated by reference.

6.8      Limitations on Contributions and Benefits
(a)      Notwithstanding any other provision of the Plan to the contrary,
         contributions to the Plan shall - not exceed the
         limits of this paragraph 6.8.
(b)      The  Annual   Additions  to  a  Participant's   account   (including  a
         Participant's  Account under this Plan) for the  Limitation  Year shall
         not  exceed  the  lesser  of (i)  $30,000,  or (ii) 25  percent  of the
         Participant's  Basic  Compensation  for the Year.  For purposes of this
         paragraph 6.8, the term:
                           (1) "Annual  Additions" means for any Limitation Year
                  the  sum  of  (A)  Employer  contributions  (including  Salary
                  Deferral Contributions, Participant Contributions and Matching
                  Contributions  made  pursuant  to this  Plan)  allocated  to a
                  Participant's   account  in  any  defined   contribution  plan
                  maintained  by  a  Member  of  the   Controlled   Group;   (B)
                  forfeitures  allocated to a Participant's  account in any such
                  plan; and (C) Employee contributions to any such plan.
                           (2)  "Defined  Benefit  Fraction"  means  a  fraction
                           described  in  Section  415(e)(2)  of the  Code.  (3)
                           "Defined  Contribution  Fraction"  means  a  fraction
                           described in Section 415(e)(3) of the
                  Code.
                           (4)      "Limitation Year" means the calendar year.
                           (5)  "Member  of  the  Controlled  Group"  means  any
                  corporation  which  is a  member  of  a  controlled  group  of
                  corporations,  within the  meaning  of Section  414 (b) of the
                  Code (as  modified by Section  415 (h) of the Code),  of which
                  the Company is a member,  but only for the period during which
                  such  corporation  is a member of the  controlled  group;  any
                  trade  or  business  which is under  common  control  with the
                  Company  within the meaning of Section 414 (c) of the Code (as
                  modified  by Section  415 (h) of the  Code),  but only for the
                  period  that it is  under  common  control;  and  any  service
                  organization which is a member of an affiliated service group,
                  within the  meaning of Section  414 (m) of the Code,  of which
                  the Company is a member,  but only for the period during which
                  such  service  organization  is a  member  of  the  affiliated
                  service group.
(c)      If as a result of a  reasonable  error in  estimating  a  Participant's
         Basic Compensation,  or under similar facts and circumstances which the
         Commissioner  of Internal  Revenue finds to justify the  application of
         this  paragraph  6.8(c),   the  Annual  Additions  with  respect  to  a
         particular  Participant  would cause the  limitations of Section 415 of
         the Code to be  exceeded,  the  Annual  Additions  made on  behalf of a
         Participant  shall be reduced in the following order of priority to the
         extent necessary to prevent the Annual  Additions to any  Participant's
         Account from exceeding the limitations set forth in this paragraph 6.8:
(i)               Refund   of  any   Participant   Contributions   made  by  the
                  Participant  to this Plan and  earnings  thereon to the extent
                  that the refund would reduce the Annual Additions;
(ii)     Reduction in the Participant's allocation of Matching Contributions
                  and Salary Deferral Contributions and earnings
                  thereon under this plan for the Limitation Year in which the
                  excess occurs.  The excess Annual Additions
                  so reduced, except for Salary Deferral Contributions, shall
                  be held in a suspense account to be allocated
                  to the Participant's Account in succeeding Plan Years to the
                  extent permissible under this paragraph 6.8.
                  No profits or losses attributable to the assets of the Trust
                  may be allocated to this suspense account.
                  Until all amounts held in the suspense account maintained
                  under this Plan (or under any other defined
                  contribution plan the Annual Additions of which are
                  aggregated with the Annual Additions to this Plan) can
                  be allocated, the Employers shall make no contributions
                  under this Plan.  If the Plan terminates, any
                  balance remaining in the suspense account that cannot be
                  allocated shall revert to the Employer.  The
                  portion of excess Annual Additions attributable to Salary
                  Deferral Contributions shall be distributed to
                  the Participant.
(d)      If a Participant is also a participant in any defined  benefit plan (as
         defined in Section  414 (j) of the Code)  maintained  by an Employer or
         Member of the  Controlled  Group,  then in addition  to the  limitation
         contained  in  paragraph  6.8(b),  the sum of (i) the  Defined  Benefit
         Fraction  and (ii) the Defined  Contribution  Fraction  with respect to
         such Participant shall not exceed 1.0.
(e) The provisions of this paragraph 6.8 are effective January 1, 1987.
                  (f)  Effective  with the first day of the Plan Year  beginning
         after  December  31,  1999,  all  references  in the  Plan  and  Trust,
         including  paragraphs  6.8  and  10.5 of the  plan,  to  combined  plan
         limitation  and 1.0 fractions  shall be deleted in their  entirety,  as
         repealed under Internal Revenue Code section 415(e).

SECTION 7

                              Loans and Withdrawals

7.1      Loans
(a)      The Committee  shall be responsible  for  administering  loans from the
         Plan and shall adopt such rules as it deems  appropriate  to administer
         the loan program in a nondiscriminatory manner.
(b)      Loans shall be  available  to active  Participants  and those  inactive
         Participants  who are "parties in interest" as defined in Section 3(14)
         of ERISA with respect to the Plan.
(c)      A Participant  who wishes to receive a loan shall submit an application
         to the Committee indicating the name of the Participant, and the amount
         of the loan requested.
(d)      A loan requested by a Participant shall be approved by the Committee if
         the Committee  determines that the loan will comply with the provisions
         of this paragraph 7.1.
(e)      A loan to a Participant  (when added to the outstanding  balance of all
         other loans from this Plan and any other  qualified plan  maintained by
         an Employer) shall not be in an amount that exceeds the lesser of:
(i)      $50,000, reduced by the excess, if any, of
(A)                        The  highest  outstanding  balance  of loans from the
                           Plan  during the  one-year  period  ending on the day
                           before the date such loan is made, over
(B) The  outstanding  balance  of loans  from the Plan on the date  such loan is
made; or
(ii) 50% of the vested  balance of the  Participant's  Account as of the date of
the origination of the loan. (f) The minimum amount of a loan is $1,000. (g) The
term of the loan shall be made for a term not to exceed  five  years  unless the
purpose of the loan is the
         purchase of the Participant's principal residence.
(h)      The Participant shall only have one loan outstanding at any time.
(i)      Each loan shall bear  interest  at a  reasonable  rate  selected by the
         Committee. Such rate shall provide the Trust with a return commensurate
         with the interest  rates  charged by persons in the business of lending
         money for loans which would be made under similar circumstances.
(j)      Each loan shall be made and secured by collateral  consisting of 50% of
         the vested balance of such Participant's  Account as of the origination
         date of the loan, the Participant's right, title and interest in and to
         the Trust,  supported by the Participant's  collateral  promissory note
         for the amount of the loan, made payable to the Trustee.
(k)      If the  Participant  is  married as of the date the loan is made and is
         entitled to an annuity  form of benefit  under  Section  8.2,  the loan
         shall not be made and no  assignment of the  Participant's  interest in
         his Account to secure such loan shall be accepted by the Trustee unless
         the  Participant's  spouse has consented in writing to the loan and the
         assignment  of the  Participant's  interest in his  Account  during the
         90-day period ending on the date on which the loan is to be so secured.
         The consent of the spouse shall be in writing,  shall  acknowledge  the
         effect of the consent, and shall be witnessed by a notary public.
(l)      Except in the case of a  Participant  who remains a "party in interest"
         after  separation  from  employment  with an Employer,  the outstanding
         balance of a  Participant's  loan shall become due and payable upon the
         Participant's separation from employment with the Employer by reason of
         retirement,  termination of employment,  disability or death.  For Plan
         Years beginning on or after January 1, 1998,  subsection (l) is amended
         in its entirety and the  following  shall apply:  No loan shall be made
         unless  the  Participant  agrees  to  make  loan  payments  by  payroll
         deduction in accordance with rules established by the Committee
(m)      In the case of active Participants loans shall be repaid through
         payroll deductions of the Participant in
         accordance with rules established by the Committee.  Notwithstanding
         the foregoing, effective for Plan Years
         beginning on or after January 1, 1998, if during the term of a loan
         a Participant who has been making loan
         payments by payroll withholding ceases to receive periodic
         compensation payments from an Employer, and if
         distribution of the Participant's Account has not begun, the
         Participant shall make the remaining loan payments by
         check or an automatic payment method which the Committee (in its
         sole discretion) determines provides security
         comparable to that of payroll withholding.  If a Participant who has
         been making loan payments by a method
         described above begins receiving periodic compensation payments from
         an Employer, the Participant shall authorize
         payroll withholding for the remaining loan payments.
(n)      If any loan made hereunder to a Participant is not repaid in accordance
         with its terms, the loan shall be in default. If a Participant defaults
         on his  payment  obligations  under the loan within 90 days of the date
         that the Administrator  notifies him of the default,  the Administrator
         shall  take,  or direct the  Trustee to take,  such  action as shall be
         necessary or appropriate in the circumstances then prevailing to reduce
         the  balance  credited  to the  Participant's  Account  by  the  amount
         required to cure the default.
(o)      Every loan  applicant  shall  receive a clear  statement of the charges
         involved  in each loan  transaction,  including  the dollar  amount and
         annual interest rate of the finance charge.
(p)      All loans shall be treated as investments of the  Participant's  Salary
         Deferral  Account,   Rollover  Account,  and,  if  the  Participant  is
         partially  vested  in  his  Matching   Contributions  Account,  of  the
         Participant's  Matching Contributions Account. For Plan Years beginning
         on or after  January  1,  1998,  in the event a loan is to be made to a
         Participant  in  accordance  with this Section  7.1, a loan  subaccount
         shall be  established  as an investment of the  Participant  under each
         Account used to fund the loan.  The Accounts used to fund the loan, and
         the  order  in which  Accounts  are  used to fund  the  loan,  shall be
         determined in accordance with uniform and nondiscriminatory  procedures
         adopted by the Committee and modified by it from time to time.
7.2      Hardship Withdrawals
(a)      A Participant may withdraw amounts from his Salary Deferral Account and
         Rollover  Account  if the  withdrawal  is  necessary  in  light  of his
         immediate and heavy  financial  needs.  The amount  withdrawn shall not
         exceed the amount required to meet his immediate financial  obligations
         and not reasonably available from his other resources. Withdrawals from
         the Participant's  Salary Deferral Account on account of hardship shall
         be limited  to the amount of  contributions  to such  accounts,  and no
         amount  attributable  to  income  earned  on the  Participant's  Salary
         Deferral  Contributions  may  be  withdrawn  on  account  of  financial
         hardship. Income earned on the Participant's Rollover Contributions may
         be  withdrawn  from the  Participant's  Rollover  Account on account of
         financial hardship.
(b)      For purposes of this paragraph 7.2, a distribution will be deemed to be
         made  on  account  of an  immediate  and  heavy  financial  need of the
         Participant if either:
(i)               On the basis of all the relevant facts and  circumstances  the
                  Administrator determines that the Participant has an immediate
                  and heavy financial need, or
(ii)     the distribution is on account of:
(A)                        Expenses for medical  care  described in Code Section
                           213 (d) previously  incurred by the Participant,  the
                           Participant's spouse, or the Participant's dependents
                           or  necessary  for these  persons  to obtain  medical
                           care;
(B) Costs directly related to the purchase  (excluding mortgage payments) of the
Participant's   principal   residence;   (C)  Payment  of  tuition  and  related
educational expenses for the next 12 months of post-secondary education for the
                           Participant, his or her spouse, children or
                           dependents;
(D)                        The need to prevent the  eviction of the  Participant
                           from his principal  residence or  foreclosure  on the
                           Participant's principal residence.
(c)      For purposes of this paragraph  7.2, a distribution  will be treated as
         necessary  to satisfy the  immediate  and heavy  financial  need of the
         Participant if either:
(i)               the  Administrator  reasonably  relies  on  the  Participant's
                  representation  that the amount of the  distribution is not in
                  excess of the amount required to relieve the financial need of
                  the Participant and the need cannot be satisfied:
(A)      Through reimbursement or compensation by insurance or otherwise;
(B)                        By reasonable liquidation of the Participant's assets
                           to the extent such liquidation would not itself cause
                           an immediate and heavy financial need;
(C)                        By cessation of elective  deferral  contributions and
                           employee  contributions  (including  Salary  Deferral
                           Contributions  and  Participant  Contributions  under
                           this Plan) under plans maintained by an Employer; or
(D)                        By other  distributions or nontaxable (at the time of
                           the loan) loans from the Plan and plans maintained by
                           an Employer or any other  employer,  or by  borrowing
                           from  commercial  sources  on  reasonable  commercial
                           terms; or
(ii)     all of the following conditions are satisfied:
(A)                        The  Participant  certifies that the  distribution is
                           not in excess  of the  amount  of the  immediate  and
                           heavy financial need of the Participant;
(B)                        The  Participant has obtained all  distributions  and
                           all  nontaxable  (at  the  time  of the  loan)  loans
                           currently available under all plans maintained by the
                           Employers;
(C)                        The  Participant  shall  not  be  permitted  to  make
                           elective deferral contributions or after-tax employee
                           contributions  to any qualified or nonqualified  plan
                           of an Employer (including  cafeteria plans within the
                           meaning  of  Section  125 of the  Code),  except  for
                           mandatory employee contributions to a defined benefit
                           plan of the Employer and  contributions  to health or
                           welfare  plans of the Employer,  including  health or
                           welfare  plans  that  are part of a  cafeteria  plan,
                           within 12 months after the hardship withdrawal; and
(D)                        The Participant's Salary Deferral  Contributions made
                           in  the  calendar  year  following  a  withdrawal  on
                           account  of a  financial  hardship  shall not  exceed
                           $10,000 (or such other amount  determined by applying
                           the  cost-of-living  adjustment  factor prescribed by
                           the  Secretary of the Treasury  under Section 415 (d)
                           of the Code, in accordance with the manner prescribed
                           by  the  Secretary),  reduced  by  the  Participant's
                           Salary Deferral  Contributions which were made in the
                           calendar year of the hardship withdrawal.
7.3  Withdrawals  from  Participant  Contributions  Account.  A Participant  may
withdraw amounts from his Participant  Contributions  Account in accordance with
rules established by the Committee.
         7.4 Withdrawal After Age 59 1/2.  Effective June 1, 1995, a Participant
who has attained  the age of 59 1/2 may elect to withdraw the entire  balance in
his or her Account.

SECTION 8

                            Distribution of Benefits

8.1     Method of Distribution for Contributions Made on or After January 1,1989
                  When a Participant's  employment ceases,  whether by reason of
retirement, quit, discharge,  Disability or death, the Committee shall determine
the value of the Participant's vested Account (in accordance with paragraph 4.2)
attributable to contributions made for Plan Years that begin on or after January
1, 1989 and cause that portion of the vested  Account to be  distributed  to the
Participant,  or, in the event of the Participant's  death, to the Participant's
Beneficiary in a single lump sum  distribution,  such payment to be made as soon
as practical after the event giving rise to the distribution occurred, but in no
event  later than the date  required  by Section  401(a)(9)  of the Code and the
regulations thereunder.  Notwithstanding the preceding sentence, if the value of
a  Participant's  vested Account  exceeds  $5,000 (or has ever exceeded  $5,000)
($3,500  for  Plan  Years  beginning  before  January  1,  1998),  an  immediate
distribution  of the vested Account shall not be made without the  Participant's
consent  before the  Participant  attains age 65. If a Participant  whose vested
Account  exceeds  $5,000 (or has ever  exceeded  $5,000)  ($3,500 for Plan Years
beginning  before  January  1, 1998)  does not  consent to receive an  immediate
distribution  of his vested  Account,  or, in the case of a  Participant  who is
married at the time of his  death,  his  surviving  spouse  does not  consent to
receive an immediate  distribution  of the  Participant's  vested  Account,  the
vested Account shall remain invested in the Fund until the  Participant  attains
or would have  attained age 65 or until the  Participant  (or the  Participant's
surviving  spouse)  requests  distribution,  whichever occurs first. If the Plan
holds a security interest in the Account of a deceased  Participant by reason of
a loan outstanding to such Participant, the benefit payable to the Participant's
surviving  spouse or  designated  Beneficiary  shall be reduced by the amount of
such security interest.

8.2 Method of Distribution for Contributions Made on or Before December 31, 1988
                  The  portion  of  a  Participant's   Account  attributable  to
contributions  made for Plan Years that  commence  prior to December  31,  1988,
shall be paid as either (i) a single lump sum  distribution of the entire vested
balance  then  standing in the  Participant's  Account,  or (ii) an annuity,  in
monthly installments as follows:

(a)      Unmarried Participants
                           In the case of a Participant  who is unmarried on his
                  Annuity  Starting  Date, the  Participant's  benefits shall be
                  paid in the form of a single life  annuity  commencing  on the
                  Participant's  Normal  Retirement  Date or Delayed  Retirement
                  Date, as the case may be. Under this form of benefit, payments
                  shall continue through the first day of the month in which the
                  Participant dies; provided,  however,  that if the Participant
                  dies before receiving payments equal to the aggregate value of
                  the vested portion of the Participant's  Account determined as
                  of the date the Participant's payments commence, such payments
                  shall   continue  to  the   Beneficiary   designated   by  the
                  Participant  until  the  combined  total  of  payments  to the
                  Participant and his Beneficiary  equals such aggregate  value.
                  If the  Beneficiary  dies  after  he is  eligible  to  receive
                  benefits,  the commuted value of such benefits the Beneficiary
                  would  otherwise  receive  shall be paid to the  Beneficiary's
                  estate.
(b)      Married Participants
                           In the case of a  Participant  who is  married on his
                  Annuity  Starting  Date, the  Participant's  benefits shall be
                  paid in the form of a 50% Joint and Survivor  Annuity which is
                  the  Actuarial  Equivalent  of the  normal  form of benefit in
                  subparagraph  (a) above  and  commences  on the  Participant's
                  Normal Retirement Date or Delayed Retirement Date, as the case
                  may be.  Under the 50% Joint and Survivor  Annuity,  a reduced
                  amount shall be paid to the  Participant for his life, and his
                  spouse,  if surviving  at the  Participant's  death,  shall be
                  entitled to receive thereafter a lifetime survivorship pension
                  in a monthly  amount  equal to 50 percent of the amount  which
                  had been payable to the  Participant.  The last payment of the
                  50% Joint and Survivor  Annuity  shall be made as of the first
                  day of the month in which  the  death of both the  Participant
                  and his spouse has occurred;  provided,  however,  that if the
                  Participant's  spouse  dies  before  the  Participant  and the
                  Participant's  spouse  have  received  payments  equal  to the
                  vested  portion  of the  Participant's  Account as of the date
                  payments  commenced,  the value of such  benefits  the  spouse
                  would  otherwise   receive  shall  be  paid  to  the  spouse's
                  beneficiary.
(c)      Optional Forms of Benefit Payment
                           In  lieu  of  the  benefit  otherwise  payable  under
                  subparagraphs  (a) and (b) above, a Participant may elect: (i)
                  to receive one of the Actuarial  Equivalent  optional forms of
                  benefits  available  under the Prior Plan, or (ii) to have the
                  form of benefit payable under  subparagraphs (a) and (b) above
                  commence  at any time  after the  Participant  separates  from
                  service with an Employer.
8.3      Election of Optional Benefit Form
(a)      Notice of Distribution
                           The  Administrator  shall  provide  each  Participant
                  entitled to receive a distribution  under paragraph 8.2 with a
                  general  notice  of  distribution  no less than 30 and no more
                  than 90 days before the  Participant's  Annuity Starting Date.
                  Such notice must be in writing and contain an  explanation  of
                  the eligibility  requirements  for, the material  features of,
                  and sufficient additional information to explain, the relative
                  values of the  alternate  forms of  benefits  available  under
                  paragraph 8.2, and the Participant's right to defer receipt of
                  distribution   of  his  benefits   until  he  attains   Normal
                  Retirement  Age. If the  Participant is married at the time he
                  receives the general notice of  distribution,  the notice also
                  shall  include the terms and  conditions  of the 50% Joint and
                  Survivor  Annuity,  the  Participant's  right to make, and the
                  effect  of, an  election  to waive the 50% Joint and  Survivor
                  Annuity, the rights of the Participant's spouse, and the right
                  to make,  and the effect of, a  revocation  of an  election to
                  waive the 50% Joint and Survivor Annuity.
(b)      Election of Optional Benefit Form
                           Upon receipt of the general notice of distribution, a
                  Participant  may elect to receive his  benefits in an optional
                  form of payment set forth in  paragraph  8.2(c).  The election
                  period shall end on the date  specified by the  Administrator,
                  but in any  event no  earlier  than the date  which is 90 days
                  prior to the  Participant's  Annuity  Starting Date, and shall
                  include a period of at least 90 days  following the furnishing
                  of the general  distribution  notice  required to be furnished
                  pursuant to subparagraph  (a), or, if the Participant  makes a
                  timely   request  for  additional   information   pursuant  to
                  subparagraph  (a),  at least 60 days  following  the date such
                  specific information is furnished to the Participant.  Benefit
                  payments  shall be delayed if  necessary  to provide  the full
                  election period. Any election made under this paragraph may be
                  revoked in writing  during the election  period and, after the
                  election has been revoked, another election may be made during
                  the election period.
(c)      Spousal Consent Requirement
                           Notwithstanding   anything   in  this   Plan  to  the
                  contrary, a married Participant's election to receive benefits
                  in a form other than the 50% Joint and Survivor  Annuity shall
                  not be effective unless the  Participant's  spouse consents to
                  such  election.  The  consent  of the  spouse  shall (i) be in
                  writing  on  a  form  satisfactory  to  the  Committee,   (ii)
                  designate a form of benefits and a  Beneficiary  which may not
                  be changed  without  spousal  consent  (or the  consent of the
                  spouse must expressly  permit  designations by the Participant
                  without any  further  requirement  of consent by the  spouse),
                  (iii)  acknowledge  the  effect  of the  consent,  and (iv) be
                  witnessed  by a  Plan  representative  or  notary  public.  No
                  consent is required if it is established  to the  satisfaction
                  of the Committee that consent cannot be obtained because there
                  is no  spouse  or the  spouse  cannot  be  located.  A  former
                  spouse's waiver shall not be binding on a new spouse.
8.4      Cash-Out of Small Benefits
                  Notwithstanding  anything in this Plan to the  contrary,  if a
Participant's  Account does not exceed  $5,000 (and has never  exceeded  $5,000)
($3,500 for Plan Years beginning before January 1, 1998), the Participant  shall
receive  benefits in the form of a single sum payment  within a reasonable  time
after the Participant  separates from service. Such a Participant shall not have
a right to receive the general  notice of  distribution  set forth in  paragraph
8.3(a).

         8.4A     Form of Lump Sum Distribution

                  (a) Cash.  With  respect  to any  portion  of a  Participant's
         Account that is not invested in Common Stock, any lump sum distribution
         from such portion of the Account  shall be made in the form of a single
         lump sum  payment  of cash  (or its  equivalent)  equal  to the  vested
         balance  credited  to such  portion of the  Account as of the  relevant
         Valuation Date.

                  (b) Common Stock. Any lump sum distribution  from such portion
         of a  Participant's  Account that is invested in Common Stock as of the
         Valuation  Date shall be made in the form of a single  lump sum payment
         of such whole number of shares of Common Stock as is  equivalent to the
         full value of the shares of Common Stock then  credited to such portion
         of the Account.

                  (c)  Fractional  Shares.  If shares of Common  Stock are to be
         distributed,  only full shares  shall be  distributed  and cash (or its
         equivalent) shall be distributed in lieu of any fractional share.
                  This Section 8.4A is effective for Plan Years  beginning on or
after January 1, 1999.

8.5      Designation of Beneficiary
                  Each Participant shall have the right, with the consent of his
or her spouse if he or she is married,  to  designate  on forms  provided by the
Administrator a Beneficiary or Beneficiaries to receive the benefits provided by
the Plan in the event of his or her  death,  and shall  have the right to revoke
the  designation,  or,  with the  consent  of his or her  spouse if he or she is
married, to substitute another Beneficiary or Beneficiaries.  The consent of the
spouse shall (i) be in writing on a form  satisfactory  to the  Committee,  (ii)
designate a Beneficiary which may not be changed without spousal consent (or the
consent of the spouse must  expressly  permit  designations  by the  Participant
without any further requirement of consent by the spouse), (iii) acknowledge the
effect of the consent,  and (iv) be witnessed by a Plan representative or notary
public.  No consent is required if it is established to the  satisfaction of the
Committee  that  consent  cannot be obtained  because  there is no spouse or the
spouse cannot be located.  If upon the death of a Participant  there is no valid
designation  of  Beneficiary  on file with the  Employer,  the  Committee  shall
designate the Participant's spouse as the Beneficiary. If there ,is no spouse or
the spouse consents in the manner provided above,  the Beneficiary  shall be the
Participant's estate.

8.6      Required Distribution
(a)      Notwithstanding anything in this Plan to the contrary, all forms of
         distribution must comply with the requirements
         of Section 401(a)(9) of the Code and the regulations issued
         thereunder, including the incidental death benefit
         rule of Section 401(a)(9)(G) of the Code.  A Participant's benefits
         shall commence no later than April 1 of the
         calendar year following the calendar year in which the Participant
         attains age 70-1/2.  However, effective for
         Plan Years beginning on or after January 1, 1998, a Participant's
         benefits shall commence no later than April 1 of
         the calendar year in which the Participant attains age 70 1/2or
         terminates his or her employment with all Employers
         (whichever is later), provided however, that the benefits of a
         Participant who is a 5% owner shall commence no
         later than April 1 of the calendar year in which the Participant
         attains age 70 1/2.
(b)      To the extent not inconsistent with Section 8.2, payment of the balance
         in the Participant's  vested Account shall begin no later than the 60th
         day  after the  latest of the close of the Plan Year in which:  (A) the
         Participant  attains  Normal  Retirement  Age;  (B)  occurs  the  tenth
         anniversary   of  the  year  in   which   the   Participant   commenced
         participation  in the Plan; or (C) the Participant  terminates  service
         with his or her Employer.
8.7      Infants, Incompetents
If   the Committee  determines  that any person  entitled to payments  under the
     Plan  is  an  infant  or  incompetent  by  reason  of  physical  or  mental
     disability,  it may cause any  payment due to such person to be made to any
     other  person  for  his  benefit,  without  responsibility  to  follow  the
     application  of amounts so paid.  Payments made pursuant to this  provision
     shall completely discharge the Employer, the Trustee, and the Committee.
8.8      Payment to Alternate Payee
                  Distribution  to an  "alternate  payee" (as defined in Section
414(p)(8)  of the Code)  may be made  without  regard  to the age or  employment
status of the  Participant  provided  payment is made  pursuant to a court order
which the  Administrator  has determined to be a "qualified  domestic  relations
order" (within the meaning of Section  414(p)(1) of the Code) in accordance with
procedures  established by the Committee.  If the amount to be distributed to an
alternate  payee exceeds $5,000 (or has ever exceeded  $5,000)  ($3,500 for Plan
Years beginning before January 1, 1998),  distribution shall not be made without
the alternate  payee's  written  consent until the  Participant  attains  Normal
Retirement Age.

8.9      Direct Rollover Requirements.
(a)      General  Rule.  This  Section 8.9 applies to  distributions  made on or
         after January 1, 1993.  Notwithstanding  any  provisions of the Plan to
         the contrary that would otherwise limit a Distributee's  election under
         this Section 8.9 a Distributee may elect, at the time and in the manner
         prescribed  by the  Plan  Administrator,  to  have  any  portion  of an
         Eligible Rollover  Distribution paid directly to an Eligible Retirement
         Plan specified by the Distributee in a Direct Rollover.
(b)      Definitions.  For purposes of this Section 8.9
(i)      "Eligible Rollover Distribution" means any distribution of all or any
                  portion of the balance to the credit of the
                  Distributee, except that an Eligible Rollover Distribution
                  does not include:  any distribution that is one
                  of a series of substantially equal periodic payments (not
                  less frequently than annually) made for the life
                  (or life expectancy) of the Distributee or the joint lives
                  (or joint life expectancies) of the Distributee
                  and the Distributee's designated beneficiary, or for a
                  specified period of ten years or more; any
                  distribution to the extent such distribution is required
                  under Section 401(a)(9) of the Code; and the
                  portion of any distribution that is not includible in gross
                  income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  employer securities).
(ii)              "Eligible  Retirement  Plan"  means an  individual  retirement
                  account described in Section 408(a) of the Code, an individual
                  retirement  annuity  described in Section 408 (b) of the Code,
                  an annuity plan described in Section 403 (a) of the Code, or a
                  qualified  trust described in Section 401(a) of the Code, that
                  accepts  the  Distributee's  Eligible  Rollover  Distribution.
                  However,  in the case of an Eligible Rollover  Distribution to
                  the  surviving  spouse,  an  Eligible  Retirement  Plan  is an
                  individual   retirement   account  or  individual   retirement
                  annuity.
(iii)             "Distributee"  means  an  Employee  or  former  Employee.   In
                  addition,  the term  "Distributee"  means  the  Employee's  or
                  former  Employee's  surviving  spouse  and the  Employee's  or
                  former Employee's spouse or former spouse who is the alternate
                  payee under a qualified  domestic  relations order, as defined
                  in Section 414 (p) of the Code with regard to the  interest of
                  the spouse or former spouse.
(iv) "Direct  Rollover"  means a payment by the Plan to the Eligible  Retirement
Plan specified by the Distributee. SECTION 9

                                 Death Benefits

9.1      Contributions Made on or Before December 31, 1988
                  If a Participant  dies prior to his Annuity Starting Date, the
portion of the Participant's Account attributable to contributions made for Plan
Years that begin before  December 31, 1988 shall be  distributed  as provided in
paragraphs 9.2 through 9.3.

(a)      Unmarried Participants
                           If the  Participant is not married on the date of his
         death,  his  entire  interest  shall be  distributed  in a  single  sum
         distribution,  such payment to be made as soon as  practical  after the
         event giving rise to the distribution  occurred,  but in no event later
         than  the  date  required  by  Section  401(a)(9)  of the  Code and the
         regulations issued thereunder.
(b)      Married Participants
                           If the  Participant  is  married  on the  date of his
         death,  50% of  the  vested  portion  of his  Account  attributable  to
         contributions  made for Plan Years  beginning  before December 31, 1988
         (and  earnings  thereon)  shall be used to  purchase an annuity for the
         life  of  the  Eligible  Spouse  ("Qualified   Pre-Retirement  Survivor
         Annuity")  unless  otherwise  elected as provided below. In determining
         the amount of a Participant's  Account  attributable  to  contributions
         made for Plan Years  beginning  before  December 31, 1988, any security
         interest  held  by the  Plan by  reason  of a loan  outstanding  to the
         Participant   shall  be  taken  into   account.   The  portion  of  the
         Participant's  vested  account  not  applied  to  the  purchase  of the
         Qualified  Pre-Retirement  Survivor Annuity shall be distributed to the
         Participant's  Beneficiary  as  set  forth  in  paragraph  8.2(c).  The
         Participant's  spouse  shall  be able  to  direct  commencement  of the
         Qualified Pre-Retirement Survivor Annuity on the first day of any month
         on or after the date of the Participant's death and before the date the
         Participant would have attained age 70-1/2. If the Participant's spouse
         dies  before  benefits  commence  under this  subparagraph  (b),  death
         benefits payable under this  subparagraph (b), if any, shall be paid to
         the  spouse's  beneficiary.  In lieu of the benefit  otherwise  payable
         under  subparagraph  (b), in accordance  with rules  established by the
         Committee,  a  Participant's  spouse may elect to receive the Actuarial
         Equivalent of the qualified  Pre-Retirement  Survivor Annuity in any of
         the Optional forms of benefits available under the Prior Plan.
9.2      Explanation of Qualified Pre-Retirement Survivor Annuity
                  During the Applicable Election Period, the Administrator shall
provide  each  Married   Participant   who  has  an  Account   attributable   to
contributions made for Plan Years that begin before December 31, 1988, a written
explanation of the terms,  conditions and value of the Qualified  Pre-Retirement
Survivor  Annuity in such terms and in such manner as would be comparable to the
general notice of  distribution  provided  pursuant to Section  8.1(c)(i),  such
notice  shall  set  forth  (i) the  terms,  conditions,  material  features  and
sufficient  information to explain the relative values of the alternate forms of
benefits  available under the Prior Plan, (ii) the Participant's  right to make,
and the effect of, an election to waive the  Qualified  Pre-Retirement  Survivor
Annuity,  (iii) the rights of Participant's spouse with respect to the Qualified
Pre-Retirement  Survivor Annuity, and (iv) the right to make, and the effect of,
a  revocation  of an election  to waive the  Qualified  Pre-Retirement  Survivor
Annuity.  For purposes of this paragraph 9.2,  "Applicable Period," with respect
to a Participant,  means the later of the period beginning with the first day of
the Plan Year in which the Participant  attains age 32 and ending with the close
of the Plan Year  preceding the Plan Year in which the  Participant  attains age
35,  and the  period  commencing  one year  before and ending one year after the
Employee becomes a Participant.  Notwithstanding  the foregoing,  the Applicable
Period for a Participant  who  separates  from service  before  attaining age 35
shall be the  period  beginning  one year  before  and ending one year after the
Participant's separation from service.

9.3      Waiver of Qualified Pre-Retirement Survivor Annuity
                  A Participant may elect to waive the Qualified  Pre-Retirement
Survivor  Annuity,   revoke  such  election,   and  again  Waive  the  Qualified
Pre-Retirement  Survivor  Annuity at any time and any number of times during the
Applicable  Election  Period.  All such  elections and  revocations  shall be in
writing. Any election to waive a Qualified  Pre-Retirement Survivor Annuity must
be  accompanied  by (i) the  designation  of a  specific  nonspouse  beneficiary
(including any class of beneficiaries or any contingent  beneficiaries) who will
receive the benefit upon the  Participant's  death,  and (ii) a written  spousal
consent  acknowledging the effect of the waiver and witnessed by a notary public
or a plan  representative (if a plan representative has been designated for this
purpose).  For the  purposes of this  paragraph  9.3, the  "Applicable  Election
Period"  shall  commence  when the  Participant  receives a written  explanation
pursuant  to  paragraph  9.2 or on the  first  day of the Plan Year in which the
Participant  attains age 35, whichever occurs earlier.  Any waiver made prior to
the first day of the Plan Year in which the  Participant  attained  age 35 shall
become  invalid as of such date,  and a new waiver must be issued in order for a
waiver of a qualified Pre-Retirement Survivor Annuity to be effective.

9.4      Contributions Made on or After January 1, 1989
                  Except  as  otherwise  provided  in  paragraph  8.1,  no death
benefits shall be provided under this Plan for the portion of the  Participant's
Account attributable to contributions made for Plan Years that begin on or after
January 1, 1989.

9.5      Cash-Out of Small Benefits
                  Notwithstanding anything in this Section 9 to the contrary, if
the Participant's Account does not exceed $5,000 (and has never exceeded $5,000)
($3,500  for Plan  Years  beginning  before  January 1, 1998) at the time of the
Participant's  death,  payment  shall  be  made in a  single  payment  within  a
reasonable time after the Participant's death.

SECTION 10

                                 Top-Heavy Rules

10.1     General Rule
                  Notwithstanding  anything  in this Plan to the  contrary,  the
provisions  of  this  Section  10 will  apply  in the  event  that  the  Plan is
determined to be a "top-heavy plan" under Section 416 of the Code.

10.2     Definitions
                  For purposes of this Section:

(a)      "Determination  Date"  means,  in the case of the first Plan Year,  the
         last day of such Plan Year, or, in the case of any other Plan Year, the
         last  day of the  preceding  Plan  Year.  When  more  than  one plan is
         aggregated,  the determination of whether the plans are Top-Heavy shall
         be made at a time consistent with  regulations  issued by the Secretary
         of the Treasury.
(b)      "Key   Employee"   means  an  Employee  or  former   Employee  and  his
         Beneficiaries who, within the meaning of Section 416(i) of the Code and
         the regulations thereunder, is or at any time during the four preceding
         Plan Years has been:
(i)      An officer of an Employer whose annual Compensation exceeds 50% of
         the amount in effect under Section 415 (b) (1)
                  (A) of the Code for any such Plan Year;
(ii)              One of the ten Employees whose  Compensation  from an Employer
                  exceeds the  limitation in effect under  Section  415(c)(1)(A)
                  and who  owns or is  considered  as  owning  more  than a 1/2%
                  ownership  interest  and  one of the  ten  largest  percentage
                  ownership interests in an Employer;
(iii)    A 5% owner of an Employer; or
(iv) A to owner of an  Employer  having  an  annual  Compensation  of more  than
$150,000.
                  For  purposes of this  definition,  no more than 50  Employees
         (or,  if less than 50,  either  three  Employees  or ten percent of all
         Employees,  whichever  is greater)  shall be treated as  officers.  For
         purposes  of  determining  the number of officers  taken into  account,
         Employees described in Section 414(q)(8) of the Code shall be excluded.
         In  addition,   for  purposes  of  determining   ownership  percentages
         hereunder,  the constructive ownership rules of Section 318 of the Code
         shall  apply as  provided  by  Section  416(i)(1)(B)  of the Code.  For
         purposes  of  paragraph  (ii)  above,  if two  Employees  have the same
         interest  in  an  Employer,   the  Employee   having   greater   annual
         Compensation  from the  Employer  shall be  treated  as having a larger
         interest.  Beneficiaries  of Key  Employees  shall  be  considered  Key
         Employees.

(c) "Non-Key Employee" means any Employee who is not a Key Employee.
(d)      "Permissive Aggregation Group" means any other plans which the Company,
         in its  discretion,  elects to aggregate with the Required  Aggregation
         Group,  provided that the resulting group of plans  satisfies  Sections
         401(a)(4) and 410 of the Code.
(e)      "Required  Aggregation  Group"  means (i) each plan of an  Employer  in
         which a Key Employee  participates  (regardless of whether the Plan has
         terminated),  and (ii) each other plan of an Employer which enables any
         plan  described  in clause  (i),  above,  to meet the  requirements  of
         Section 401(a)(4) or 410 of the Code.
(f)      "Top-Heavy"  means a plan in which, as of the  Determination  Date, the
         Top-Heavy  Ratio  exceeds 60%. The  determination  of whether a plan is
         Top-Heavy shall be made in accordance with Section 416(g) of the Code.
(g)      "Top-Heavy Ratio" means for this Plan or the Required Aggregation Group
         or Permissive Aggregation Group, as
         applicable, the fraction, the numerator of which is the sum of the
         account balances under the aggregated defined
         contribution plans of all Key Employees as of the Determination Date
        (including any part of any account balance
         distributed in the five-year period ending on the Determination Date)
         and the present value of accrued benefits
         (including any part of any accrued benefit distributed in the five-year
         period ending on the Determination Date)
         under the aggregated defined benefit plans of all Key Employees as of
         the Determination Date, and the denominator
         of which is the sum of all account balances (including any part of any
         account balance distributed in the
         five-year period ending on the Determination Date) under the aggregated
         defined contribution plans for all
         Participants and the present value of accrued benefits under the
         defined benefit plans (including any part of any
         accrued benefit distributed in the five-year period ending on the
         Determination Date) for all Participants as of
         the Determination Date, determined in accordance with Section 416 of
         the Code and the regulations thereunder.  The
         accrued benefit of a Participant other than a Key Employee shall be
         determined under (a) the method, if any, that
         uniformly applies for accrual purposes under all defined benefit plans
         maintained by an Employer, or (b) if no
         such method exists, as if such benefit accrued not more rapidly than
         the slowest accrual rate permitted under the
         fractional rule of Section 411(b)(1)(C) of the Code.
10.3     Minimum Contribution Requirement
(a)      Notwithstanding  anything in this Plan to the contrary,  and subject to
         the  limitations set forth in paragraphs (b) and (c) below, in any Plan
         Year in which the Plan is Top-Heavy,  the Employers shall contribute an
         additional  amount  so as  to  provide  allocations  for  each  Non-Key
         Employee  who is employed on the last day of the Plan Year  (whether or
         not such  Non-Key  Employee  is  otherwise a  Participant)  of Employer
         contributions,  exclusive of Salary Deferral Contributions and Matching
         Contributions,  under  this  Plan  which  equal  three  percent  of the
         Participant's Compensation.
(b)      The  percentage  minimum  contribution  required  under  paragraph (a),
         above,  shall in no event exceed the percentage at which  contributions
         are made (or  required to be made) under the Plan for the Plan Year for
         the Key Employee for whom such  percentage  is the highest for the Plan
         Year. In determining the highest rate of  contribution  applicable to a
         Key Employee,  amounts elected to be deferred under a qualified Section
         401(k)  arrangement shall be counted for purposes of Section 416 of the
         Code.
(c)      No minimum  contribution  will be required for a Participant under this
         Plan for any Plan Year if an Employer  maintains another qualified plan
         under which a minimum  benefit or contribution is being accrued or made
         for such Participant in accordance with Section 416(c) of the Code.
10.4     Adjustments to Limitations on Contributions and Benefits
                  If the Plan  becomes  Top-Heavy,  (a) Sections 415 (e) (2) (B)
and (e) (3) (B) of the Code shall be applied  by  substituting  "1.0" for "1.25"
and (b)  Section  415(e)(6)(B)(i)  of the Code shall be applied by  substituting
"$41;500" for "$51,875."

SECTION 11

                                     Funding

11.1  Contributions made by the Employer and all other assets of this Plan shall
be held in the  Trust.  The  Company  may,  at any time  and from  time to time,
appoint or substitute  another  Trustee for the purpose of holding and investing
all or a  portion  of the  assets of the Plan and to pay the  benefits  provided
under the Plan.  Such  appointment  or  substitution  shall not be  considered a
discontinuance  or termination  of the Plan. In any such event,  the Company may
transfer  all or any  part  of the  assets  of the  Plan to any  such  appointed
Trustee. SECTION 12

                       Plan Fiduciaries and Administration

12.1     Named Fiduciaries
                  The   authority  to  control  and  manage  the  operation  and
administration of the Plan is vested in the named fiduciaries  specified herein.
Each named fiduciary shall be responsible  solely for the tasks allocated to it.
No fiduciary  shall have any liability for a breach of fiduciary  responsibility
of another  fiduciary with respect to the Plan and Trust unless it  participates
knowingly in such breach,  has actual knowledge of such breach and fails to take
reasonable  remedial action to remedy said breach, or, through its negligence in
performing its own specific  fiduciary  responsibilities  which give rise to its
status as a fiduciary, it has enabled such other fiduciary to commit a breach of
the latter's fiduciary responsibility.

12.2     Fiduciary Standard
                  Each named  fiduciary and every other fiduciary under the Plan
shall  discharge  its duties with respect to the Plan solely in the interests of
the Participants and beneficiaries and:

(a)      For the exclusive  purpose of providing  benefits to  Participants  and
         their beneficiaries, and defraying reasonable expenses of administering
         the Plan;
(b)      With the care, skill,  prudence,  and diligence under the circumstances
         then  prevailing  that a  prudent  man  acting in a like  capacity  and
         familiar with such matters would use in the conduct of an enterprise of
         a like character and with like aims; and
(c)      In accordance  with the documents  and  instruments  governing the Plan
         insofar as such  documents  and  instruments  are  consistent  with the
         provisions of Title I of ERISA.
12.3     Multiple Duties and Advisors
                  Any  person  or group of  persons  may  serve in more than one
fiduciary  capacity with respect to the Plan. A named fiduciary,  or a fiduciary
designated by a named  fiduciary in accordance  with the terms of the Plan,  may
employ one or more persons to render advice with regard to any  responsibilities
such  fiduciary has under the Plan. The expenses of such person shall be paid by
the Employers.

12.4     Allocation and Delegation of Fiduciary Duties
                  Each named  fiduciary may allocate its fiduciary  duties among
its members or may  delegate its  responsibilities  to persons who are not named
fiduciaries  with respect to the  specific  responsibility  delegated.  Any such
allocation or delegation  shall be in writing and shall be made a permanent part
of the records of the named  fiduciary.  Such allocation or delegation  shall be
reviewed  periodically  by the named fiduciary and shall be terminable upon such
notice as the named  fiduciary,  in its sole  discretion,  deems  reasonable and
prudent  under the  circumstances.  An action by the Board of  Directors  or the
Committee allocating or delegating its named fiduciary responsibilities shall be
evidenced  by a  duly  adopted  resolution  of the  Board  of  Directors  or the
Committee.

12.5     Indemnification
                  The  Employers  shall  indemnify  and hold  harmless the named
fiduciaries  and any officers or employees of the  Employers to which  fiduciary
responsibilities  have been delegated from and against any and all  liabilities,
claims, demands, costs, and expenses,  including attorneys' fees, arising out of
an alleged breach in the  performance of their  fiduciary  duties under the Plan
and  under  ERISA,  other  than such  liabilities,  claims,  demands,  costs and
expenses as may result from the gross  negligence or willful  misconduct of such
person. The Company shall have the right, but not the obligation, to conduct the
defense of such person in any  proceeding to which this paragraph  applies.  The
Employers  may satisfy their  obligation  under this  paragraph,  in whole or in
part, through the purchase of a policy or policies of insurance.

12.6     The Plan Administrator
                  The  Company  shall  be  the  Administrator  of the  Plan  for
purposes of Section 3(16) of ERISA and Section 414 (g) of the Code. As such, the
Company  is the  named  fiduciary  with  discretionary  responsibility  for  the
administration  of  the  Plan.  Any or all  of  the  administrative  duties  and
responsibilities  of the  Administrator  may be delegated  to an  administrative
committee, provided such delegation is in writing.

12.7     The Board of Directors
                  The Board of Directors of the Company is  responsible  for the
amendment  or  termination  of  the  Plan  and  is  the  named   fiduciary  with
responsibility for the selection,  retention, and replacement of the Trustee. In
addition,  the Board of Directors of the Company  shall be  responsible  for the
appointment  of the members of the  Committee and for their  replacement  as the
circumstances require.

12.8     The Committee
(a)      The Committee is the named fiduciary with the  discretionary  authority
         to: (1) interpret the Plan; (2) formulate such rules and regulations as
         are necessary to administer the Plan  instrument in accordance with its
         terms;  (3)  conduct  final  review of claims  under the claims  review
         procedure;  and (4) establish  and carry out the funding  policy of the
         Plan.  The  Committee  shall be  responsible  for reviewing the funding
         policy  and  method  of the  Plan  and  shall  report  to the  Board of
         Directors  of  the  Company  at  least  annually  with  respect  to its
         evaluation of the same.
(b)      The Committee  shall consist of three or more persons and shall have as
         its officers a chairman who shall be a member of the  Committee,  and a
         secretary and one or more assistant  secretaries who may, but need not,
         be members.  The members of the  Committee  and its  officers  shall be
         appointed  by,  and  hold  office  at the  pleasure  of,  the  Board of
         Directors of the Company, and shall serve as such without compensation.
(c)      The Committee shall keep minutes of its meetings and proceedings. Every
         decision  made or action taken by a majority of the members at the time
         in office shall constitute the decision or action of the Committee, and
         shall be  final,  conclusive  and  binding  upon all  persons  affected
         thereby. Any decision or action by the Committee under or in connection
         with the Plan may be made or taken at a meeting  held  pursuant  to its
         rules  at which a  majority  of the  members  then in  office  shall be
         present and vote in favor  thereof,  or may be made or taken  without a
         meeting if approved and evidenced by a writing  signed by a majority of
         the members then in office.
12.9     Performance of Duties as Administrator
                  In addition to its performance of the named  fiduciary  duties
of the  Company  as  Administrator  of the  Plan,  the  Company  shall  have the
discretionary  authority  to  perform  and be  responsible  for  performing  the
following   nonfiduciary   administrative   functions   within   the   policies,
interpretations,  rules,  practices and procedures established by the Company or
the  Committee in  accordance  with their  respective  areas of named  fiduciary
responsibility:

(a)      Application of rules determining eligibility for participation or
         benefits;
(b)      Calculation of service and compensation for benefits;
(c)      Preparation of employee communications material;
(d)      Maintenance of Participants' service and employment records;
(e)      Preparation of reports required by government agencies;
(f)      Calculation of benefits;
(g)      Administration of loan program;
(h) Orientation of new  Participants  and advising  Participants of their rights
and options under the Plan; (i) Collection of  contributions  and application of
contributions  as provided in the Plan; (j)  Preparation  of reports  concerning
Participants' benefits; (k) Processing of claims; and (l) Making recommendations
to  the  Company  or  the  Committee   for   decisions   with  respect  to  Plan
administration.  12.10  Claims  Procedures  (a)  A  Participant  or  beneficiary
entitled to receive benefits under the Plan need not file a request therefor.
         However,  if the  Participant or beneficiary  believes that his benefit
         has been  incorrectly  determined,  he may make a written  request  for
         review of the determination by the Administrator. The Administrator may
         require additional information if necessary to process the request. The
         Administrator or its delegate shall review the request and shall render
         its decision  within 90 days from the date the request is filed (or the
         requested  additional  information  is  submitted,  if  later),  unless
         special  circumstances  require an extension of time for processing the
         request.  If such an extension of time is required,  written  notice of
         the extension  shall be furnished the person making the request  within
         the initial  90-day  period,  and the notice shall indicate the special
         circumstances  requiring  the  extension  and  the  date by  which  the
         Administrator  expects to reach a decision on the request.  In no event
         shall  the  extension  exceed a period  of 90 days  from the end of the
         initial period.
(b)      If the  Administrator  denies a request  in whole or in part,  it shall
         provide the person making the request with written notice of the denial
         within the period  specified in  subparagraph  (a),  above.  The notice
         shall set forth in language  calculated  to be understood by the person
         making the request:
                           (1)      The specific reason for such denial;
                           (2) Specific  reference to pertinent Plan  provisions
                           upon which the denial is based;  (3) A description of
                           any additional  material or information  which may be
                           needed to clarify
                  or       perfect the request,  and an  explanation of why such
                           information  is required;  and (4) An  explanation of
                           the  Plan's  review  procedure  with  respect  to the
                           denial of benefits.
(c)      (1) A person whose request has been denied in whole or in part may file
         a claim for review of the Administrator's  decision in writing with the
         Committee within 60 days of receipt of the notification of denial.  The
         Committee, for good cause shown, may extend the period during which the
         claim may be filed.  The  claimant  shall be  permitted  to examine all
         documents  pertinent  to the  claim and  shall be  permitted  to submit
         issues and comments regarding the claim to the Committee in writing.
                           (2) The Committee shall render its decision within 60
         days after  receipt  of the  application  for  review,  unless  special
         circumstances (such as the need to hold a hearing) require an extension
         of time for processing,  but not later than 120 days after receipt of a
         request for  review.  If an  extension  of time is  necessary,  written
         notice shall be  furnished  the claimant  before the  extension  period
         commences.
                           (3) The  Committee  shall  decide  whether  a hearing
         shall be held on the claim and,  if a hearing  is to be held,  it shall
         notify the  claimant in writing of the time and place for the  hearing.
         The claimant  and/or his duly authorized  representative  may appear at
         any such hearing.
                           (4) The decision of the  Committee on review shall be
         final and  binding,  and shall be  furnished to the claimant in writing
         within the time specified in paragraph 12.10(c)(2).  If the decision on
         review  denies  the  claim in whole or in part,  it shall  specify  the
         reasons for the decision in a manner calculated to be understood by the
         claimant,  and shall include references to the specific Plan provisions
         on which the decision is based.  The Committee  shall not be restricted
         in its review to those  provisions  of the Plan  cited in the  original
         denial of the claim.
                           (5) If the decision on review is not furnished by the
         Committee within the time specified in paragraph 12.10(c)(2), the claim
         shall be deemed denied on review.
SECTION 13

                      Amendment or Termination of the Plan

13.1     Amendment
                  The Board of Directors of the Company shall have  authority to
amend  this  Plan,  at any time and from time to time,  in whole or in part,  by
adopting a resolution setting forth such amendment.  Any such amendment shall be
binding upon all  Employers.  Such power to amend  includes  the right,  without
limitation,  to make retroactive amendments referred to in Section 401(b) of the
Code. Notwithstanding the foregoing, no amendment of the Plan shall be effective
to reduce the benefits of any Participant or his  beneficiary  accrued under the
Plan on the  effective  date of the  amendment,  except to the extent  that such
reduction is permitted by ERISA.

13.2     Plan Termination; Discontinuance of Contributions
(a)      The Company intends to continue the Plan on a permanent basis; however,
         the Board of  Directors  reserves  the power to  terminate  the Plan or
         discontinue  the Plan at any time with respect to any or all Employers.
         The  board  of  directors  of any  Employer  shall  have  the  power to
         discontinue  the Plan with respect to that Employer at any time. If the
         Plan is terminated or partially  terminated,  or if contributions of an
         Employer  are  completely  discontinued,  the  rights  of all  affected
         Participants in their Accounts shall thereupon  become  nonforfeitable,
         notwithstanding any other provisions of the Plan.
(b)      Anything in the Plan to the contrary notwithstanding, no Employer, upon
         any  such  termination  of the  Plan,  shall  have  any  obligation  or
         liability whatsoever to make any further payments (including all or any
         part of any contributions payable prior to any termination of the Plan)
         to the Trustee for benefits  under the Plan.  Neither the Trustee,  the
         Committee,  nor any Participant,  Employee, or Beneficiary,  shall have
         any  right to  compel  an  Employer  to make  any  payments  after  the
         termination of the Plan.
(c)      If the Plan is terminated in whole or in part, or if any Employer shall
         completely  discontinue its  contributions to the Plan, the Company may
         in its discretion,  (i) cause the Committee to direct that the Accounts
         of  each  Participant  shall  be  paid  in  cash  or  in  kind  to  the
         Participant,   or,  if  the  Participant  is  then  deceased,   to  his
         Beneficiary  pursuant to paragraph  8.5, if living,  or, if not, to the
         deceased Participant's spouse or if there is none, to the Participant's
         estate,  or (ii) direct that the  Committee  and the Fund will continue
         until  the  benefits  of each  Participant  have  been  distributed  in
         accordance with the Plan and applicable provisions of law.
SECTION 14

                            Miscellaneous Provisions

14.1     Nonreversion; Return of Contributions
(a)      Except as provided in this paragraph 14.1, the assets of the Plan shall
         never inure to the benefit of any  Employer,  and shall be held for the
         exclusive  purpose of  providing  benefits  to  Participants  and their
         beneficiaries,   and  for   defraying   the   reasonable   expenses  of
         administering the Plan.
(b)      In the case of an  Employer  contribution  which is made by  mistake of
         fact, this Section shall not prohibit the return of the contribution to
         the Employer within one year after the payment of the contribution.
(c)      If an Employer  contribution is conditioned  upon  qualification of the
         Plan  under  Section  401(a) of the Code,  or any  successor  provision
         thereto,  and if the Plan does not so qualify,  then this Section shall
         not prohibit the return of the  contribution to the Employer within one
         year after the date of denial of qualification of the Plan.
(d)      If an Employer  contribution is conditioned  upon the  deductibility of
         the  contribution  under  Section  404 of the  Code,  or any  successor
         provision thereto,  then to the extent such contribution is disallowed,
         this  Section  shall not  prohibit  the return to the  Employer  of the
         contribution  (to the  extent  disallowed),  within  one year after the
         disallowance.
14.2     Annuity Contracts
                  Any annuity contract  purchased by the Plan and distributed to
a Participant shall provide that the benefits under the contract are provided in
accordance with the applicable consent,  present value and other requirements of
Section 417(e) of the Code.

14.3     Plan Merger
                  In the event of any merger or  consolidation of the Plan with,
or  transfer in whole or in part of the assets or  liabilities  of the Trust to,
another trust fund held under any other plan of deferred compensation maintained
or to be established for the benefit of some or all of the  Participants of this
Plan,  the  assets  of the  Trust  applicable  to  such  Participants  shall  be
transferred  to the other trust fund only if such  Participant  would (if either
this Plan or the other Plan then terminated) receive a benefit immediately after
the  merger,  consolidation  or transfer  which is equal to or greater  than the
benefit he would have been  entitled to receive  immediately  before the merger,
consolidation or transfer (if this Plan had then terminated).

14.4     No Assignment or Alienation
                  Except as provided in a "qualified  domestic  relations order"
within the meaning of Section 414 (p) of the Code,  the benefits under this Plan
may not be assigned or alienated.

14.5     No Employment Contract
                  The  adoption  of this  Plan  is not a  contract  between  any
employer and any  employee,  nor does it give any employee any right to continue
employment  with any  employer,  or interfere  with the right of any employer to
discharge any employee with or without cause.

14.6     Communications
                  Each   Participant,   former   Participant,   beneficiary  and
dependent shall notify the  Administrator  in writing of each change in his post
office  address.  Any  communication,  statement or notice to such person by the
Employer, the Administrator, the Committee or the Trustee in connection with the
Plan shall be  sufficiently  given or  furnished if sent to such person by first
class mail, postage prepaid, addressed to him at his last post office address as
disclosed by the records of the Administrator.  The Employer, the Administrator,
the  Committee  and the  Trustee  shall have no  obligation  to search  for,  or
ascertain the whereabouts of, any such person.

14.7     Applicable Law
                  This  Plan  shall  be  construed,  administered  and  enforced
according to ERISA and, to the extent state law is applicable,  according to the
laws of the State of California.

14.8     Disqualification of an Employer
                  If, after initial qualification, it is finally determined that
the plan and the  trust of any  Employer  no  longer  meet the  requirements  of
Sections 401(a) and 501(a) of the Code, such Employer will no longer participate
in this Plan and Trust as of the date of disqualification, and the assets of the
Trust  allocable to the Employer  shall be segregated as soon as possible  after
the date of final determination of disqualification and held as a separate fund.

14.9     Successor to an Employer
(a)      Notwithstanding  any  provision  in the  Plan to the  contrary,  if any
         Employer becomes the successor to the business of another  company,  by
         whatever form or manner resulting, at a time when such other company is
         not an Employer  hereunder,  and employees of such other company become
         employees of the Employer,  the terms and  conditions  under which such
         employees may participate in this Plan shall be determined by the Board
         of Directors of the Company.
(b)      Provided  such action does not result in  discrimination  prohibited by
         Section 401(a) of the Code or in duplication of benefits,  the Board of
         Directors may waive or vary  requirements for participation in the Plan
         by such  employees  and/or may  provide  that  service  with such other
         company shall be considered  continuous  service with the Employers for
         any or all purposes of the Plan. 14.10 Military Duty

         Notwithstanding   any   provision   of  this  Plan  to  the   contrary,
contributions,  benefits and service  credit with respect to qualified  military
service will be provided in  accordance  with section  414(u) of the Code.  Loan
repayments  will be  suspended  under  this  Plan  as  permitted  under  section
414(u)(4) of the Code.

                                                     /s/ FRITZ COMPANIES, INC.

Date:  _______________                               By:
                                                    Its:

<PAGE>



DOCSSF1:436761.7                                         85

                                                     APPENDIX A

DOCSSF1:436761.7

                                   APPENDIX A

                                     TO THE

                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN


                  As of January 1, 1995, the following entities have adopted the
Plan with the consent of the Company:

Arthur J. Fritz & Co.
Fritz Air Freight, Inc.
Fritz Transportation International
Fritz International Insurance Brokers
Fritz Container Line, Inc.
Frontier Freight Forwarders, Inc.
Mattoon & Company, Inc.
T.G. International Inc.
Air Compak International, Inc.

                  As of July 1, 1995, the following entities are Employers under
the Plan:

Air Compak International, Inc.
Arthur J. Fritz & Co.
Fritz Air Freight, Inc.
Fritz Transportation International
Fritz International Insurance Brokers
Fritz Container Line, Inc.
Frontier Freight Forwarders, Inc.
T.G. International Inc.
Unlimited Warehousing, Inc.
FNC International, Inc.
Logistics Service (U.S.A.) Co., Inc.
M.D.S. (Atlantic), Inc.
FCI Logistics, Inc.
Global Crating, Inc.
Fritz Export Packing, Inc.

 Effective January 1, 1996, Appendix A is amended by substituting the phrase
 "Logistics Service (U.S.A.)Co., Inc. (effective January 1, 1996) for the
 phrase "Logistics Service (U.S.A.) Co., Inc."

                  Effective January 1, 2000, the following entities are added:
Fritz Domestic Services
Fritz Government Services, Inc.
Wall Shipping Co., Inc.
Trade Management Services, Inc.



<PAGE>



DOCSSF1:436761.7
5582-5 PB1                                                2



















                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                          (January 1, 2000 Restatement)




<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

                                                                     Page


DOCSSF1:436761.7                                         -ii-
5582-5 PB1

                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                          (January 1, 2000 Restatement)


                                TABLE OF CONTENTS

                                                                      Page


DOCSSF1:436761.7                                           i


Preamble ................................................................1
SECTION 1...................................Definitions and Construction 2
SECTION 2.................................................Participation 11
SECTION 3..................................................Contribution 12
SECTION 4..........................................Participant Accounts 17
SECTION 5.......................................................Vesting 18
SECTION 6..................................Limitations on Contributions 23
SECTION 7.........................................Loans and Withdrawals 40
SECTION 8........................... ..........Distribution of Benefits 46
SECTION 9................................................Death Benefits 54
SECTION 10..............................................Top-Heavy Rules 58
SECTION 11......................................................Funding 62
SECTION 12..........................Plan Fiduciaries and Administration 63
SECTION 13.........................Amendment or Termination of the Plan 69
SECTION 14.....................................Miscellaneous Provisions 71
         71


<PAGE>



DOCSSF1:440689.2


DOCSSF1:440689.2

An extra  section break has been inserted  above this  paragraph.  Do not delete
this   section   break   if  you   plan  to  add  text   after   the   Table  of
Contents/Authorities.    Deleting    this   break    will    cause    Table   of
Contents/Authorities  headers and footers to appear on any pages  following  the
Table of Contents/Authorities.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 FILING", "secsgml_size_bytes": 182768}]
{"company-data": {"conformed-name": "FRITZ COMPANIES INC", "cik": "0000890662", "assigned-sic": "4731", "irs-number": "943083515", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38316", "film-number": "647779"}, "business-address": {"street1": "706 MISSION ST STE 900", "street2": "6TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4159048360"}, "mail-address": {"street1": "706 MISSION STREET", "street2": "6TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103"}}
As filed with the Securities and Exchange Commission on May  31, 2000
Registration No. 333-____

DOCSSF1:440689.2

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              FRITZ COMPANIES, INC.
               (Exact name of issuer as specified in its charter)

                         Delaware                                    94-3083515
               (State or other jurisdiction                     (I.R.S. employer
             of incorporation or organization)            identification number)
                   706 Mission Street, San Francisco, CA 94103
               (Address of principal executive offices) (Zip Code)

                              FRITZ COMPANIES, INC.
                       SALARY INVESTMENT & RETIREMENT PLAN
                            (Full title of the plans)

                                 Jan H. Raymond
                                 General Counsel
                              FRITZ COMPANIES, INC.
                               706 Mission Street
                         San Francisco, California 94103
                     (Name and address of agent for service)

                                                       (415) 538-0420
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                Paul Borden, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                               400 Sansome Street
                         San Francisco, California 94111
CALCULATION OF REGISTRATION FEE

                                  Amount              Proposed Maximum           Proposed Maximum            Amount of
 Title of Securities to            to be             Offering Price Per          Aggregate Offering          Registration
      be Registered              Registered                Share*                      Price*                    Fee*
--------------------------    -----------------    -----------------------    -------------------------    -----------------------
Common Stock**              1,000,000 shares             $10.06                  $10,060,000.00             $2,655.84
-------------------------------------------------------------------------------------------------------=====================
*        Estimated solely for the purpose of calculating the registration fee on
         the basis of $10.06 per share,  the  average of the high and low prices
         for the Common  Stock on May 31, 2000 as  reported by the NASDAQ  Stock
         Exchange.

**       In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.
DOCSSF1:440689.2
                                                          7

DOCSSF1:440689.2
                                                          2
                                     PART I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation Of Certain Documents By Reference.

                  The following  documents are incorporated by reference in this
registration statement:

                  (i) The Registrant's  latest annual report,  filed pursuant to
Section 13(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").

                  (ii) The  plan's  latest  annual  report,  filed  pursuant  to
Section 13(a) of the Exchange Act.

                  (iii) All other  reports  filed  pursuant to Section  13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
document referred to in (i) above.

                  (iv) The  description of the class of securities to be offered
under this registration  statement  contained in a registration  statement filed
under  Section 12 of the Exchange  Act,  including any amendment or report filed
for the purpose of updating such description.

                  All  documents  filed by the  Registrant or the Plan after the
date of this registration  statement pursuant to Sections 13(a),  13(c), 14, and
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
(that  indicates  all  securities  offered  have  been sold or  deregisters  all
securities  then  remaining  unsold),  shall be  deemed  to be  incorporated  by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.

Item 4.           Description Of Securities.

                  Inapplicable.

Item 5.           Interests Of Named Experts And Counsel.

                  Inapplicable.

Item 6.           Indemnification of Directors and Officers.

                  Section  145 of the  General  Corporation  Law of the State of
Delaware (the  "Delaware  Law")  authorizes a Delaware  corporation to indemnify
officers, directors, employees and agents of the corporation, in connection with
actual or threatened actions,  suits or proceedings  provided that such officer,
director,  employee or agent  acted in good faith and in a manner  such  officer
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal  proceedings,  had no  reasonable  cause to believe his or her
conduct  was  unlawful.   This  authority  is   sufficiently   broad  to  permit
indemnification   under  certain   circumstances   for  liabilities   (including
reimbursement for expenses incurred) arising under the Securities Act.

                  The  Registrant's  Certificate of  Incorporation  provides for
indemnification  of officers and  directors to the fullest  extent  permitted by
Delaware  Law. In  addition,  the  Registrant  has, and intends in the future to
enter into, agreements to provide  indemnification for directors and officers in
addition to that  contained in the Restated  Certificate  of  Incorporation  and
By-laws.  The Registrant also carries liability  insurance covering officers and
directors.

                  Fritz Companies, Inc. Salary Investment & Retirement Plan (the
"Plan")  contains  indemnification  provisions,  indemnifying  the Plan's  named
fiduciaries  and any other  officers or  employees of Fritz  Companies,  Inc. to
which fiduciary  duties have been delegated  arising out of an alleged breach of
their  fiduciary  duties under the Plan and under ERISA,  except those involving
gross negligence or willful misconduct.

Item 7.           Exemption From Registration Claimed.

                  Inapplicable.

Item 8.           Exhibits.

5.1      Opinion of Orrick, Herrington & Sutcliffe LLP.

5.2      Undertaking re: Status of Favorable Determination
         Letter Covering the Plan.

The Registrant has received a favorable  determination  letter from the Internal
Revenue Service (the "IRS") concerning the qualification of the Fritz Companies,
Inc. Salary  Investment & Retirement  Plan. The Registrant will submit the Plan,
as amended  and  restated,  to the IRS in a timely  manner  with a request for a
favorable  determination that the Plan, as amended and restated,  continue to so
qualify.

23.1     Consent of KPMG LLP.

23.2     Consent of Orrick, Herrington & Sutcliffe LLP is included in
         Exhibit 5.1 to this Registration Statement.

24.1     Power of Attorney (included on signature page).

99.1     Fritz Companies, Inc. Salary Investment & Retirement Plan.

Item 9.           Undertakings.

(a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by
                                section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                  Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
         not apply if the registration  statement is on Form S-3 or Form S-8 and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

The Registrant

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Francisco,  State of California, on the 31th
day of May, 2000.

                              FRITZ COMPANIES, INC.
                                                              (Registrant)

                                                  By:  /s/     John R. Skidmore
                                                Vice President, Human Resources
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints Jan Raymond his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorney-in-fact and agent, or her substitutes or substitute,  may lawfully
do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

Signature                      Title                                  Date

Principal Executive Officer:

_________________________      Chief Executive Officer             May 31, 2000
/s/          Lynn C. Fritz

Principal Financial Officer:

_________________________     Executive Vice President and Chief   May 31, 2000
/s/         Ronald F. Dutt       Financial Officer

Principal Accounting Officer:

_________________________     Vice President, Controller           May 23, 2000
/s/       Janice J. Washburn     and Chief Accounting Officer

Directors:

------------------------------------------
/s/          Lynn C. Fritz  Director                               May 23, 2000

------------------------------------------
/s/         James Gilleran  Director                               May 23, 2000

------------------------------------------
/s/         Preston Martin  Director                               May 23, 2000

------------------------------------------
/s/        Paul S. Otellini Director                               May 23, 2000

------------------------------------------
/s/       William J. Razzouk Director                               May 23, 2000

A majority of the members of the Board of Directors.

The Plan

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Fritz  Companies  Salary  Investment & Retirement  Plan has duly caused this
registration  statement to be signed on its behalf by the undersigned,  hereunto
duly authorized,  in the City of San Francisco,  State of California, on May 23,
2000.

                      FRITZ COMPANIES, INC. SALARY INVESTMENT & RETIREMENT PLAN

                                                     By:

                                                     /s / Fritz Companies, Inc.
EXHIBIT INDEX

Exhibit
  No.
5.1                Opinion of Orrick, Herrington & Sutcliffe LLP.
5.2                Undertaking  re:  Status of  Favorable  Determination  Letter
                   Covering the Plan.  The  Registrant  has received a favorable
                   determination  letter from the Internal  Revenue Service (the
                   "IRS")  concerning the  qualification of the Fritz Companies,
                   Inc. Salary Investment & Retirement Plan. The Registrant will
                   submit the Plan,  as amended  and  restated,  to the IRS in a
                   timely  manner with a request  for a favorable  determination
                   that the  Plan,  as  amended  and  restated,  continue  to so
                   qualify.
23.1               Consent of KPMG LLP.
23.2               Consent of Orrick,  Herrington & Sutcliffe  LLP is
                    included in Exhibit 5.1
                   to this Registration Statement.
24.1               Power of Attorney (included on signature page).
99.1               Fritz Companies, Inc. Salary Investment & Retirement Plan.
DOCSSF1:436761.7
                                                         60
DOCSSF1:436761.7

                                   EXHIBIT 5.1

                  Opinion of Orrick, Herrington & Sutcliffe LLP

                 [Letterhead of Orrick, Herrington & Sutcliffe]

May 31, 2000

Fritz Companies, Inc.
706 Mission Street
San Francisco, California 94103
Attention: Jan H. Raymond
General Counsel

Dear Sirs:

                  Fritz Companies,  Inc., a Delaware corporation,  has requested
our  opinion  in  connection  with a  Registration  Statement  on Form  S-8 (the
"Registration  Statement")  to be  filed by it today  with  the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Act"),  relating to the shares of Common Stock, $.01 par value, of
Fritz  Companies,  Inc.  to be issued  under the Fritz  Companies,  Inc.  Salary
Investment & Retirement Plan (the "Plan").

                  We have  examined  and are  relying  on  originals,  or copies
certified or otherwise identified to our satisfaction, of such corporate records
and  such  other  instruments,   certificates  and   representations  of  public
officials,  officers and representatives of Fritz Companies, Inc. and such other
persons,  and we  have  made  such  investigations  of law,  as we  have  deemed
appropriate as a basis for the opinion expressed below.

                  Based on the  foregoing,  it is our opinion that the shares of
Fritz  Companies,  Inc.  issuable under the Plan are duly  authorized  and, when
issued in accordance  with the terms of the Plan, at prices in excess of the par
value thereof, will be validly issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement.  By giving such consent, we do not thereby admit
that we are  experts  with  respect to any part of the  Registration  Statement,
including  this exhibit,  within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Commission issued thereunder.

                                Very truly yours,

                                         /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
EXHIBIT 23.1

                         Consent of Independent Auditors

The Board of Directors and Stockholders
Fritz Companies, Inc.

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of Fritz Companies,  Inc. of our report dated June 28, 1999 relating to
the consolidated balance sheets of Fritz Companies,  Inc. as of May 31, 1999 and
1998 and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the years in the three-year period ended May 31, 1999
which  report  appears in the May 31, 1999  annual  report on Form 10-K of Fritz
Companies, Inc..

/s/ KPMG LLP

San Francisco, California
May 31, 2000
EXHIBIT 99.1

                              Fritz Companies, Inc.
                       Salary Investment & Retirement Plan
FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                          (January 1, 2000 Restatement)

                                    Preamble

                  Fritz Companies,  Inc.  established the Fritz Companies,  Inc.
Salary  Investment & Retirement  Plan  effective July 1, 1985 for the purpose of
providing  retirement  benefits  for the  Employees  of  Fritz  Companies,  Inc.
Effective  January 1,  1989,  the Plan was  amended  and  restated  as the Fritz
Holdings, Inc. Salary Investment & Retirement Plan (1989 Restatement).  The Plan
was amended and restated in its entirety effective January 1, 1992, as the Fritz
Companies, Inc. Salary Investment & Retirement Plan (1992 Restatement). The plan
has been further amended, from time to time with Amendments No. 1, No. 2 and No.
3.  The Plan is  hereby  amended  and  restated  in its  entirety  as the  Fritz
Companies,  Inc.,  Salary  Investment & Retirement  Plan (2000  Restatement)  to
comply with the Uruguay Round of General  Agreement on Tariffs and Trade (GATT),
enacted December 8, 1994,  Uniformed Services  Employment & Reemployment  Rights
Act of 1994 (USERRA), Small Business Job Protection Act (SBJPA) and the Taxpayer
Relief Act 1997 (TRA 97).  The Plan is intended  to qualify as a profit  sharing
plan under Section  401(a) of the Internal  Revenue Code of 1986,  with a salary
reduction feature qualified under Section 401(k) of the Code.

                  Except as otherwise provided,  the provisions of this Plan are
effective  January 1, 1997.  Unless the contrary rule is expressly  stated,  the
provisions of this Plan shall not apply to the benefits payable to or on account
of an Employee who retired or whose  employment  terminated  prior to January 1,
1997. The rights and benefits of such an Employee shall be determined  under the
terms of the Prior Plan as in effect when the Employee retired or the Employee's
employment terminated.

SECTION 1

                          Definitions and Construction

                  Unless the context clearly requires a different  meaning,  the
following terms have the meanings specified:

1.1 Account means the aggregate of the  Participant's  Salary Deferral  Account,
Matching Contributions  Account,  Intertrans Matching Contributions Account, UWI
Matching Contributions Account,  Participant  Contributions Account,  Intertrans
Discretionary  Contributions  Account and Rollover Account, as appropriate.  1.2
Actuarial  Equivalent  means any amount of  benefits  certified  by the  actuary
retained on behalf of the Plan to be mathematically equivalent in value to other
benefits on the basis of  specified  assumptions.  1.3  Administrator  means the
administrator of the Plan designated in paragraph 12.6 of this Plan. 1.4 Annuity
Starting  Date  means the first day of the first  period  for which an amount is
payable as an annuity, or in the case of a benefit not payable in the form of an
annuity,  the first day on which all events  have  occurred  which  entitle  the
Participant  to such  benefit.  In the case of a deferred  annuity,  the Annuity
Starting  Date shall be the date on which the annuity  payments are scheduled to
commence.  1.5 Basic  Compensation  means the amounts  specified in this Section
1.5. (a) General  Definition.  Except as otherwise provided in this Section 1.5,
Basic Compensation means an Employee's
         wages  within the meaning of Section  3401(a) of the Code and all other
         payments of compensation by an Employer to an Employee in the course of
         an  Employer's  trade or business  for which an Employer is required to
         furnish the  Employee a written  statement  on Form W-2 under  Sections
         6041(d) and 6051(a)(3) of the Code.
(b)      Special Rule for Determining Highly Compensated Employees. For purposes
         of  determining  the  group  of  Highly  Compensated  Employees,  Basic
         Compensation   shall  include   elective   deferrals  with  respect  to
         employment  with an  Employer  (i) under a  qualified  cash or deferred
         arrangement  described in Section 401(k) of the Code, or (ii) to a plan
         qualified under Section 125 of the Code.
(c) Limitations on Basic Compensation.  The term "Basic  Compensation" shall not
include:
(i)      Any amounts paid or payable by reason of services performed prior
         to the date an Employee becomes a Participant;
                  and
(ii)              Any amounts  paid or payable by reason of  services  performed
                  after the Employee ceases to be a Participant. In addition, in
                  any Plan Year any Basic Compensation in excess of $150,000, or
                  such other amount
established  by the  Secretary  of the  Treasury,  in  accordance  with  Section
401(a)(17) of the Code (the "Compensation Limit"), shall be disregarded.

1.6 Beneficiary  means the person or persons  described in paragraph 8.5 who are
to receive benefits after the death of the Participant.
1.7 Code means the Internal  Revenue Code of 1986, as amended from time to time.
1.8  Committee  means the  administrative  committee  which is  provided  for in
Section 12 of the Plan.
         1.8A     Common Stock means the common stock of the Company.
1.9      Company means Fritz Companies, Inc., a Delaware corporation.
1.10 Delayed Retirement Date means a date subsequent to the Participant's Normal
Retirement Date which is the first day of any month coinciding with or following
a Participant's Normal Retirement Date.
1.11     Determination Year means the Plan Year.
1.12  Disability  means  the  inability  to engage  in any  substantial  gainful
activity by reason of any medically  determinable  physical or mental impairment
for which the Participant  receives disability benefits under the federal Social
Security Act. 1.13 Discretionary  Contributions  means the contributions made by
an Employer  pursuant to paragraph 3.5 of the Plan.  1.14  Effective  Date means
January 1, 1997. 1.15 Eligible  Employee means every Employee on the U.S. dollar
payroll of an Employer,  except the following  Employees:  (a)  Employees  whose
compensation  and  conditions  of  employment  are subject to  determination  by
collective bargaining,
         provided that retirement entitlements have been a subject of good-faith
         bargaining  between an Employer and the person's lawful  representative
         or bargaining agent;
                  (b)      Employees who have not attained age 21; and

                  (c) Employees  who, as to any period of time are classified or
         treated by the Company or an Employer as an independent  contractor,  a
         consultant,  a leased employee (within the meaning of section 414(n) of
         the  Code)  or any  employee  of an  employment  agency,  even  if such
         individual  is  subsequently  determined  to  have  been a  common  law
         employee  of the  Company  or an  Employer  during  such  period.  1.16
         Employee means a person  employed by an Employer,  any portion of whose
         income is subject to  withholding  of income tax and/or for whom Social
         Security  contributions  are made by an Employer,  as well as any other
         person  qualifying  as a common law employee of an  Employer.  The term
         "Employee"  shall also include leased  employees  within the meaning of
         Section  414(n)(2)  of the  Code;  provided,  however,  if such  leased
         employees  constitute  less than 20 percent of an Employer's  nonhighly
         compensated work force (within the meaning of Section  414(n)(5)(C)(ii)
         of the  Code),  the term  "Employee"  shall not  include  those  leased
         employees  covered by a plan described in Section  414(n)(5)(B)  of the
         Code unless otherwise provided by the terms of the Plan.

1.16 Employer  means the Company and any other  corporation or trade or business
which has adopted or hereafter adopts the Plan with the approval of the Company.
A list of adopting  Employers is attached to this Plan as "Appendix A" and shall
be kept current by the  Committee.  Effective as of January 1, 2000,  "Employer"
shall mean the  Company  and any  corporation  or trade or  business  which is a
member of a controlled group of corporations, a group of businesses under common
control or an affiliated  service group (within the meaning of Sections  414(b),
(c), (m), and (o) of the Code) of which the Company is a member,
                  For  purposes  of Section 6  (Limitations  on  Contributions),
Section  8  (Distribution  of  Benefits),   Section  10  (Top-Heavy  Rules)  and
determining an Employee's  Hours of Service,  the term  "Employer"  includes any
corporation or trade or business which is or was a member of a controlled  group
of  corporations,  a group of businesses  under common  control or an affiliated
service group (within the meaning of Sections  414(b),  (c), (m), and (n) of the
Code) of which an Employer  adopting the Plan is a member,  and any other entity
required  to be  aggregated  pursuant  to  Section  414 (o) of the  Code and the
regulations thereunder.

                  In addition,  for purposes of determining an Employee's  Hours
of Service, the term "Employer" includes the entities described in the preceding
paragraph,  as well as any  corporation  or trade or business for which a leased
employee (within the meaning of Section 414 (n) of the Code) performs  services,
but only for such period as the leased employee performs such services.

1.17 Entry Date means January 1, April 1, June 1, and October 1.
1.18 ERISA means Public Law No. 93-406, the Employee  Retirement Income Security
Act of 1974,  as amended  from time to time.  1.19  Family  Member  means,  with
respect  to any  Employee,  such  Employee's  spouse and  lineal  ascendants  or
descendants, and the spouses of such lineal ascendants or descendants. Effective
January 1, 1997,  Section 1.20 is deleted in its  entirety.  1.20 Fund means the
total of all  contributions  made under the Plan by any  Employer,  increased by
interest, appreciation and experience, credits and other gains, and decreased by
annuity purchases or payments, depreciation,  termination refunds, expenses, and
losses.  1.21 Highly Compensated Active Employee means any Employee who performs
services  for an  Employer  during the  Determination  Year and who,  during the
Look-Back  Year, (a) received Basic  Compensation  from an Employer in excess of
$80,000 (as adjusted  pursuant to sections  414(q)(1)  and 415 (d) of the Code),
and (b) and was a  member  of the  "top-paid  group"  for such  year;  provided,
however,  that  subject  to  the  satisfaction  of  such  conditions  as  may be
prescribed  under section  414(q)(1) of the Code,  the Company may elect for any
Plan Year not to apply the  requirement  of clause  (b) above.  The term  Highly
Compensated  Active  Employee also includes an Employee who is a 5% owner at any
time during the  Look-Back  Year or  Determination  Year.  An Employee  shall be
considered to be in the "top-paid  group" for any Look-Back Year if the Employee
is in the group  consisting of the top 20% of Employees when ranked on the basis
of Basic  Compensation paid during such year. 1.22 Highly  Compensated  Employee
means an Employee who is either a Highly Compensated Active Employee or a Highly
Compensated  Former Employee.  The determination of who is a Highly  Compensated
Employee, including the determination of the number and identity of Employees in
the "top-paid group," will be made in accordance with Section 414(q) of the Code
and the regulations thereunder. 1.23 Highly Compensated Former Employee means an
Employee who (i) separated from service (or was deemed to have separated)  prior
to the  Determination  Year, (ii) performs no service for an Employer during the
Determination  Year,  and (iii) was a Highly  Compensated  Active  Employee  for
either the  separation  year or any  Determination  Year  ending on or after the
Employee's 55th birthday.  1.24 Hour of Service means:  (a) An hour for which an
Employee  directly  or  indirectly  receives  compensation,  or is  entitled  to
compensation, from
         an Employer for the performance of duties.
(b)      An  hour  for  which  an  Employee  directly  or  indirectly   receives
         compensation,  or is  entitled  to  compensation,  from an  Employer on
         account  of a period  of time  during  which no  duties  are  performed
         (irrespective  of whether the employment  relationship  has terminated)
         due to vacation,  holiday, illness,  incapacity (including disability),
         layoff, jury duty, military duty or leave of absence.
(c)      An hour for which back pay  (irrespective  of mitigation of damages) is
         either  awarded or agreed to by an Employer.  The same Hours of Service
         shall not be credited both under  subparagraph (a) or (b) above, as the
         case may be, and under this subparagraph (c).
(d)      The number of hours and the  computation  period to which they shall be
         credited  shall be determined in  accordance  with  Department of Labor
         Regulations Section 2530.200b-2 (b) and (c) .
(e)      Employees  shall also be credited with any additional  Hours of Service
         required to be credited pursuant to any Federal law other than ERISA or
         the Code.
(f)      Effective  January 1, 1995, an  Employee's  Hours of Service also shall
         include  the   Employee's   periods  of  employment   with  Air  Compak
         International on or prior to January 1, 1995, provided the Employee was
         either (i) an employee  of Air Compak  International  on  December  31,
         1995,  or  (ii)  on  authorized   leave  of  absence  with  Air  Compak
         International  on December 31,  1995.  1.25A  Intertrans  Discretionary
         Contributions Account means the account maintained for each Participant
         who was a
former  participant in the Intertrans Plan, in the books and records of the Plan
for the purpose of recording any  discretionary  contributions  allocated to the
Participant  under the  Intertrans  Plan,  as adjusted  for  earnings and losses
allocated thereto.
         1.25B  Intertrans  Matching  Contributions  Account  means the  account
maintained for each  Participant who was a former  participant in the Intertrans
Plan,  in the books and  records of the Plan for the  purpose of  recording  and
matching  contributions  allocated to the Participant under the Intertrans Plan,
as adjusted for earnings and losses allocated thereto.
         1.25C   Intertrans  Plan  means  the  Intertrans   Corporation   401(k)
Retirement Savings Plan. 1.25 Look-Back Year means the calendar year ending with
or  within  the  Determination   Year.  1.26  Matching   Contribution   means  a
contribution  made by an  Employer  pursuant to  paragraph  3.2.  1.27  Matching
Contributions  Account means the account  maintained for each Participant in the
books  and  records  of the Plan  for the  purpose  of  recording  any  Matching
Contributions  made by an Employer  pursuant to  paragraph  3.2, as adjusted for
earnings and losses  allocated  thereto.  1.28 Non-Highly  Compensated  Employee
means  an  Employee  who is  not a  Highly  Compensated  Employee.  1.29  Normal
Retirement Age means age 65. 1.30 Normal  Retirement Date means the first day of
the month  coincident  with or next  following  the date a  Participant  attains
Normal  Retirement Age. 1.31 One-Year Break in Service means a period calculated
pursuant to paragraph 5.4. 1.32 Participant  means an Eligible  Employee who has
become a  participant  in the Plan in  accordance  with Section 3 and any former
Employee  who  is  entitled  to  benefits  under  the  Plan.  1.33   Participant
Contribution means an after-tax contribution made by the Participant pursuant to
Section  3.3,  as adjusted  for  earnings  and losses  allocated  thereto.  1.34
Participant   Contributions  Account  means  the  account  maintained  for  each
Participant  in the books and records of the Plan for the  purpose of  recording
any Participant Contributions made by the Participant,  as adjusted for earnings
and losses allocated thereto.  1.35 Plan means the Fritz Companies,  Inc. Salary
Investment &  Retirement  Plan set forth  herein,  and as it may be amended from
time to time.  1.36 Plan Year means the calendar year. 1.37 Prior Plan means the
Fritz  Holdings,  Inc.  Salary  Investment  & Retirement  Plan,  as in effect on
December 31, 1988. 1.38 Rollover  Contributions  means a contribution made by an
Eligible  Employee or a  Participant  pursuant to paragraph  3.4.  1.39 Rollover
Contributions  Account means the account  maintained for each Eligible  Employee
and  Participant  in the books and records of the Plan for purposes of recording
any  Rollover  Contributions  made  by such  Eligible  Employee  or  Participant
pursuant to  paragraph  3.4,  as  adjusted  for  earnings  and losses  allocated
thereto.  1.40 Salary  Deferral  Account means the account  maintained  for each
Participant  in the books and records of the Plan for purposes of recording  any
Salary Deferral  Contributions made by an Employer pursuant to paragraph 3.1, as
adjusted  for  earnings  and losses  allocated  thereto.  1.41  Salary  Deferral
Contribution means a contribution made by an Employer pursuant to paragraph 3.1.
1.42 Trust means an agreement of trust between the Company and the Trustee. 1.43
Trustee  means  the  one  or  more  banks,  trust  companies,   other  financial
institutions,  or officer of the Company  which hold and manage the funds of the
Trust.
         1.44A UWI Matching  Contributions  Account means the account maintained
for each Participant who was a former  participant in the UWI Plan, in the books
and records of the Plan for the purpose of recording and matching  contributions
allocated to the  Participant  under the UWI Plan,  as adjusted for earnings and
losses allocated thereto.
         1.44B UWI Plan means the Unlimited Warehousing, Inc. Profit Sharing and
Savings Plan & Trust.  1.44  Valuation  Date means the last day of the Plan Year
and such other dates determined by the Committee. 1.45 Year of Service means the
12 consecutive month period commencing on the date an Employee first performs an
Hour of Service and for which he is  credited  with not less than 1,000 Hours of
Service;  provided that, if the service  requirement is not met during the first
such 12-month  period,  "Year of Service"  means the Plan Year that includes the
first  anniversary of the date the Employee  first  performed an Hour of Service
(or any succeeding  Plan Year) for which he is credited with not less than 1,000
Hours of Service. An Employee's Years of Service also shall include period(s) of
employment with Intertrans Corporation and Texas Crating, Inc., on or before May
30,  1995,  provided  that  the  Employee  was  employed  by  either  Intertrans
Corporation  or Texas  Crating,  Inc.  on May 30,  1995.  Provided  further,  an
Employee's  Years of Service also shall  include  period(s) of  employment  with
Unlimited  Warehousing,  Inc.,  on or before July 18,  1994,  provided  that the
Employee was employed by Unlimited Warehousing, Inc. on July 18, 1994. 1.46 Year
of Vesting  Service  means  periods  computed  under  Section 5 for  purposes of
determining the nonforfeitable portion of a Participant's Account. An Employee's
Years of Vesting  Service  also  shall  include  period(s)  of  employment  with
Intertrans  Corporation  and Texas  Crating,  Inc.,  on or before May 30,  1995,
provided  that the  Employee was employed by either  Intertrans  Corporation  or
Texas Crating, Inc. on May 30, 1995. An Employee's Years of Vesting Service also
shall include  period(s) of employment with Unlimited  Warehousing,  Inc., on or
before July 18,  1994,  provided  that the  Employee  was  employed by Unlimited
Warehousing,  Inc. on July 18, 1994.  1.47 Masculine  pronouns used herein shall
include the  feminine,  the singular  number shall  include the plural,  and the
plural shall be read as the singular. SECTION 2

                                  Participation

2.1 An  Eligible  Employee  who  was a  Participant  in the  Prior  Plan  on the
Effective  Date shall  become a  Participant  in the Plan on that  date.  2.2 An
Eligible  Employee who was eligible to participate in the Prior Plan on December
31, 1988 shall  become a  Participant  in the Plan on the first Entry Date after
making the election  described in paragraph 3.1. 2.3 Effective  January 1, 2000,
an Eligible  Employee  not  described  in  paragraph  2.1 or 2.2 shall  become a
Participant  following  three  months  of  employment;  provided  he is  then an
Eligible Employee. For Plan Years beginning prior to January 1, 2000 an Eligible
Employee not described in paragraph 2.1 or 2.2 shall become a Participant on the
Entry Date on or after the date he completes one Year of Service; provided he is
then an Eligible Employee.  In addition, an Eligible Employee who is an Employee
of UWI on July 18, 1994, shall become a Participant in the Plan on July 1, 1995,
provided  that such Eligible  Employee  satisfies  the service  requirements  of
Section 2 of the Plan. 2.4 Effective January 1, 2000, an Employee who terminates
employment  after having  completed  three months of employment  shall  commence
participation  again  immediately  upon next performing an Hour of Service as an
Eligible Employee. For Plan Years beginning prior to January 1, 2000 an Employee
who  terminates  employment  after having  completed  one Year of Service  shall
commence participation again immediately upon next performing an Hour of Service
as an Eligible Employee. SECTION 3

                                  Contributions

3.1      Salary Deferral Contributions
(a)      An Eligible Employee who has met the eligibility requirements set forth
         in Section 2 and who desires to be a Participant  in the Plan may elect
         to defer any whole number percentage of his Basic Compensation from one
         percent to fifteen percent;  provided,  however, that in no event shall
         the amounts exceed the limits set forth in paragraph 6.1.
(b)      The  election  shall be made in  writing  on a form  prescribed  by the
         Administrator  and must be received by the  Administrator  prior to the
         payroll period for which the Salary Deferral  Contribution is to begin.
         A  Participant  may  change,  discontinue  or restart the amount of his
         deferral in accordance with rules established by the Committee.
(c)      In lieu of paying  full Basic  Compensation  to a  Participant  who has
         elected to defer Basic  Compensation,  an Employer  shall make a Salary
         Deferral Contribution to the Salary Deferral Account of the Participant
         equal to the amount of Basic Compensation deferred by the Participant.
(d)      During a Plan Year, the Committee may, in its sole discretion (but
         subject to such rules and procedures as the
         Committee may prescribe), suspend or reduce the percentage of Basic
         Compensation deferred by a Highly Compensated
         Employee pursuant to paragraph 3.1(a) for the remainder of the Plan
         Year if the Committee projects that the Plan
         will not satisfy the limitations set forth in paragraph 6.3.
         If the Committee subsequently projects that the
         Participant's salary deferral election has been reduced below the
         level necessary to satisfy the tests contained
         in paragraph 6.3, the Committee may permit (subject to such rules
         and procedures as the Committee may prescribe)
         such Participant to increase his or her salary deferral election for
         the remainder of the Plan Year to a level not
         in excess of the level which the Committee projects will satisfy the
         test contained in paragraph 6.3.
3.2      Matching Contributions
                  Effective  January  1,  1999,  at the end of each Plan Year an
         Employer may make a Matching Contribution to the Matching Contributions
         Account of each Participant who is employed on the last day of the Plan
         Year (or who died,  retired or incurred a  Disability  during such Plan
         Year) and for whom Salary Deferral  Contributions were made during such
         Plan Year. Matching Contributions shall be equal to a percentage (to be
         determined by an Employer) of the Salary Deferral  Contribution made by
         an Employer on behalf of the Participant.

                   (a) For the Plan Year  beginning  January 1, 1999, at the end
         of such Plan Year an Employer may make a Matching  Contribution  to the
         Matching  Contributions  Account of each Participant who is employed on
         the last day of the Plan  Year (or who died,  retired  or  incurred  an
         ongoing  Disability during such Plan Year) and for whom Salary Deferral
         Contributions  were made  during such Plan Year.  For Salary  Deferrals
         made from  January 1, 2000 to May 31,  2000,  an Employer  shall make a
         Matching  Contribution  to the Matching  Contributions  Account of each
         Participant  as soon as  administratively  feasible  following  May 31,
         2000. For Salary Deferral  Contributions made on or after June 1, 2000,
         an Employer  shall make a Matching  Contribution  after the end of each
         pay period to the Matching  Contributions  Account of each  Participant
         who is employed on the last day of the pay period (or who died, retired
         or incurred  an ongoing  Disability  during  such  period) and for whom
         Salary Deferral Contributions were made during such pay period.

                  (b) Matching  Contributions  shall be equal to a percentage of
         the  Participant's   Basic   Compensation.   The  percentage  shall  be
         determined  based on the pre-tax  United States  profits of the Company
         for the Plan Year, as determined by the  Compensation  Committee of the
         Company  in its sole  discretion,  in  accordance  with  the  following
         schedule:

Amount of Profit                                  Match Percentage Level

Less than $5 Million                                             0%
$5 Million but less than $10 Million                             1%
$10 Million but less than $15 Million                            2%
$15 Million but less than $20 Million                            3%
$20 Million or more                                              4%
         Notwithstanding  the  foregoing,  in  no  event  will  a  Participant's
Matching  Contribution  for a Plan Year exceed the Salary Deferral  Contribution
made by an Employer on behalf of the  Participant  for the Plan Year. For Salary
Deferral  Contributions  made from  January  1, 2000 to May 31,  2000,  Matching
Contributions  shall  be  equal  to  50% of the  Participant's  Salary  Deferral
Contributions,  up to 4% of the  Participant's  Basic  Compensation.  For Salary
Deferral  Contributions  made on or after June 1, 2000,  Matching  Contributions
shall be equal 50% of the Participant's Salary Deferral Contributions,  up to 6%
of the Participant's Basic Compensation.

                  (c) Effective for Plan Years  beginning on or after January 1,
         1999,  Matching  Contributions  shall be paid in cash or in the form of
         shares of Common  Stock,  in the sole  discretion  of the  Compensation
         Committee of the Company. To the extent that Matching  Contributions to
         be made by Employers  other than the Company are to be made in the form
         of shares of Common Stock,  such Employers shall transfer the amount of
         their  Matching  Contributions  to the Trustee in cash, and the Trustee
         shall  purchase  the  appropriate  number of shares of Common Stock (as
         determined in accordance with the paragraph (e) below) on behalf of the
         Trust Fund.

                  (d) When Matching  Contributions are to be made in the form of
         shares of Common Stock, the number of shares to be contributed shall be
         determined (a) by the actual  purchase  price,  or (b) pursuant to such
         other method as shall be selected by the Committee and  communicated to
         the Participants.

                  (e) When shares are  purchased  on behalf of the Trust Fund on
         the open market,  the number of shares  purchased shall be based on the
         actual price of such shares on the open market.

                  (f) Effective for Plan Years  beginning on or after January 1,
         1999, to the extent that an Employer Matching Contributions are made in
         cash, they shall be invested in shares of Common Stock.

3.3      Participant Contributions
(a)      A Participant may elect to contribute Participant  Contributions to the
         Plan equal to any whole  number  percentage  of his Basic  Compensation
         from one percent to ten percent.
(b)      The  election   shall  be  in  writing  on  a  form  presented  by  the
         Administrator  and must be received by the  Administrator  prior to the
         payroll period for which the  Participant  Contribution  is to begin. A
         Participant  may  change,  discontinue  or  restart  the  amount of his
         Participant  Contributions in accordance with rules  established by the
         Committee.
3.4      Rollover Contributions
(a)      Rollovers from Other Qualified Plans Made Prior to January 1, 1993. The
         provisions of this paragraph (a) shall apply to Rollover  Contributions
         made to the Plan prior to January 1, 1993. An Eligible Employee who has
         distributed   his  or  her  entire  interest  in  a  plan  meeting  the
         requirements  of Section  401(a) of the Code may,  in  accordance  with
         procedures approved by the Committee,  transfer the distribution to the
         Trustee, provided that the following conditions are met:
(i) The transfer  occurs on or before the 60th day after the  Eligible  Employee
receives the distribution;  (ii) The distribution qualifies as a qualified total
distribution within the meaning of Section 402 (a) (5) (E) (i) of
                  the Code;
(iii)             The amount  transferred does not exceed the total distribution
                  received by the  Eligible  Employee  less the amount,  if any,
                  considered  contributed  by  him or  her  in  accordance  with
                  Section 401(a)(5)(E)(i) of the Code; and
(iv)              The amount  transferred does not exceed the total distribution
                  he or she received less the amount, if any, contributed by him
                  or her in accordance with Section 402(a)(5)(B) of the Code.
(b)      Rollovers from Other  Qualified Plans Made On or After January 1, 1993.
         The   provisions  of  this   paragraph  (b)  shall  apply  to  Rollover
         Contributions made to the Plan on or after January 1, 1993. An Eligible
         Employee  who has  distributed  his or her  entire  interest  in a plan
         meeting  the  requirements  of  Section  401(a)  of the  Code  may,  in
         accordance  with  procedures  approved by the  Committee,  transfer the
         distribution to the Trustee, provided that the following conditions are
         met:
(i) The  transfer  is made in cash on or before the 60th day after the  Eligible
Employee  receives the distribution;  and (ii) The distribution  qualifies as an
eligible rollover distribution within the meaning of Section 402(c)(4) of the
                  Code.
(c)      Rollovers from Individual Retirement Accounts. An Eligible Employee who
         receives a distribution from an individual retirement account described
         in Section  408(b) of the Code which  constitutes  the entire amount of
         such  account,  and no portion of which is  attributable  to any source
         other  than  a  qualified  total   distribution   (in  the  case  of  a
         distribution  that will be  transferred to the Plan prior to January 1,
         1993)  or  an  eligible  rollover   distribution  (in  the  case  of  a
         distribution  that will be  transferred to the Plan on or after January
         1, 1993) from a plan qualified under Section 401(a) of the Code may, in
         accordance  with  procedures  approved by the  Committee,  transfer the
         entire amount of such  distribution to the Trustee within 60 days after
         receiving the distribution.
(d)      Administration.  The Committee shall develop such procedures, including
         procedures for obtaining information from
         an Eligible Employee desiring to make such a transfer, as it deems
         necessary or desirable to enable it to
         determine that the transfer will meet the requirements of this
         Section 4.  If the Administrator later determines
         that an amount transferred pursuant to paragraph (a) or (b), above,
         did not satisfy the requirements set forth in
         those paragraphs, the Eligible Employee's Rollover Contribution
         Account shall immediately be (1) segregated from
         all other assets of the Plan, (2) treated as a nonqualified trust
         established by and for the benefit of the
         Employee, and (3) distributed to the Employee.  Any such nonqualifying
         Rollover Contribution shall be deemed never
         to have been part of the Plan.
3.5      Discretionary Contributions
                  An  Employer  shall  be  permitted  to  make  such  additional
contributions  to the Trust as it deems necessary in order to comply with either
the actual deferral percentage  requirements of Section 401(k)(3) of the Code or
the contribution  percentage requirements of Section 401(m)(2) of the Code for a
Plan  Year.  An  Employer  may  designate  all or any  part  of a  Discretionary
Contribution as a contribution to the Salary  Deferral  Contribution  portion of
the Plan which shall be used for Section 401(k)  purposes or a  contribution  to
the Matching Contribution and Participant Contribution portion of the Plan which
shall  be used for  Section  401(m)  purposes.  Any  Discretionary  Contribution
designated as a contribution to the Salary Deferral  Contribution portion of the
Plan  shall  be  allocated  to the  Salary  Deferral  Contribution  Accounts  of
Participants  as  necessary  to satisfy  the  requirements  set forth in Section
401(k)(3)  of the Code.  Such  Discretionary  Contributions  shall  satisfy  the
requirements  for  qualified  nonelective   contributions  treated  as  elective
deferral  contributions under Section 401(k)(3)(B) and (C) of the Code and shall
be  subject  to the  withdrawal  and  distribution  rules  applicable  to Salary
Deferral  Contributions.   Any  Discretionary   Contributions  designated  as  a
contribution to the Matching  Contribution and Participant  Contribution portion
of  the  Plan  shall  satisfy  the   requirements   for  qualified   nonelective
contributions  treated as matching  contributions  and  after-tax  contributions
under Section 401(m)(4)(C) of the Code. Such contributions shall be allocated as
of the last day of such Plan Year to any or all Participants on that date, other
than Participants who are Highly Compensated  Employees,  in accordance with the
average of their  respective  Actual  Deferral  Percentage  and/or  Contribution
Percentage for such Plan Year.

3.6      Maximum Contribution
                  Employer contributions to the Plan shall not exceed the amount
which the Company  estimates will be deductible under Section  404(a)(3),  or if
applicable  under  Section  403(a)(7) of the Code,  or any  successor or similar
statutory provision hereafter enacted.

3.7      Forfeitures
                  Forfeitures  occurring  during  a Plan  Year  shall be used to
reduce an  Employer's  Matching  Contributions  for that Plan Year,  and, to the
extent there is any excess, for each successive Plan Year.

SECTION 4

                              Participant Accounts

4.1      Establishment of Accounts
                  The Administrator  shall establish,  as appropriate,  a Salary
Deferral  Account,  a Matching  Contributions  Account,  an Intertrans  Matching
Contributions   Account,  a  UWI  Matching  Contributions  Account,  a  Rollover
Contributions  Account,  a  Participant  Contributions  Account,  an  Intertrans
Discretionary Contributions Account, as appropriate,  for each Participant.  All
Salary Deferral Contributions made on behalf of a Participant shall be allocated
to the Participant's Salary Deferral Account. All Matching Contributions made on
behalf  of a  Participant  shall  be  allocated  to the  Participant's  Matching
Contributions Account. All matching  contributions  allocated to the Participant
under the  Intertrans  Plan shall be allocated to the  Participant's  Intertrans
Matching  Contributions  Account.  All matching  contributions  allocated to the
Participant  under the UWI Plan  shall be  allocated  to the  Participant's  UWI
Matching Contributions Account. All Rollover Contributions made by a Participant
shall be allocated to the  Participant's  Rollover  Contributions  Account.  All
Participant  Contributions  made by the  Participant  shall be  allocated to the
Participant's Participant Contributions Account. All discretionary contributions
allocated to the Participant under the Intertrans Plan shall be allocated to the
Participant's   Intertrans   Discretionary   Contributions   Account.  For  each
Participant's   Salary  Deferral  Account,   Matching   Contributions   Account,
Intertrans  Matching  Contributions,  UWI Matching  Contributions,  and Rollover
Contributions  Account,  the  Administrator  shall segregate  contributions  and
earnings thereon,  if any, for Plan Years that begin on or after January 1, 1989
from contributions and earnings thereon, if any, for Plan Years that began prior
to December 31, 1988.

4.2      Valuation of Accounts
                  The  assets of the Plan shall be valued on the last day of the
Plan Year and at such other  times as  determined  by the  Committee,  for those
investments not invested in Common Stock. Provided further,  investments held in
Common Stock will be valued as follows:

                  (a)  Common   Stock.   The  value  of  the   interest  of  any
Participant's  Account in Common  Stock  shall be  measured  in shares of Common
Stock in such manner as the determined by the Committee.

                  (b) Valuation of Common  Stock.  For all purposes of the Plan,
the Trustee  shall  determine  the fair market value of a share of Common Stock,
which,  as of any date,  shall be determined  (a) by the closing price of Common
Stock as  reported  on the NASD  National  Market  system (or such  other  stock
exchange on which the Common Stock if reported)  for the date of the  valuation,
or (b) pursuant to such other method as shall be selected by the Committee.

4.3      Voting of Common Stock. Common Stock held in the Plan shall be voted
         as follows:
                  (a) When Fritz  Companies,  Inc.,  prepares  for any annual or
         special  meeting,  the Company shall notify the Trustee at least thirty
         (30) days in advance of the intended record date and shall cause a copy
         of all proxy  solicitations  materials  to be sent to the  Trustee.  If
         requested by the Trustee, the Company shall certify to the Trustee that
         the  aforementioned  materials  represents the same information that is
         distributed to shareholders of Fritz  Companies,  Inc..  Based on these
         materials the Trustee shall prepare a voting instruction form and shall
         provide a copy of all proxy  solicitation  materials to be sent to each
         Plan  Participant  with an interest in Common  Stock held in the Trust,
         together with the foregoing  voting  instruction form to be returned to
         the  Trustee or its  designee.  The form  shall  show the  proportional
         interest in the number of full and  fractional  shares of Common  Stock
         credited to the Participant's accounts held in Common Stock.
                  (b) Each  Participant  with an interest in Common  Stock under
         the Plan shall have the right to direct the Trustee as to the manner in
         which the  Trustee is to vote  (including  not to vote) that  number of
         shares of  Common  Stock  reflecting  such  Participant's  proportional
         interest in Common Stock (both vested and unvested).  Directions from a
         Participant to the Trustee  concerning the voting of Common Stock shall
         be  communicated in writing or by such other means as is agreed upon by
         the  Trustee  and  the  Company.  These  directions  shall  be  held in
         confidence by the Trustee and shall not be divulged to Fritz Companies,
         Inc., or any adopting  Employer  listed under "Appendix A" of the plan,
         or any officer or employee  thereof,  or any other person except to the
         extent  that the  consequences  of such  directions  are  reflected  in
         reports  regularly  communicated  to any such  persons in the  ordinary
         course of the performance of the Trustee's service hereunder.  Upon its
         receipt of the directions,  the Trustee shall vote the shares of Common
         Stock  reflecting  the  Participant's  proportional  interest in Common
         Stock held in the Plan as directed by the Participant. Shares of Common
         Stock as to which the Trustee receives no voting instructions shall not
         be voted by the Trustee.
4.4 Tender of Common Stock. Each Participant whose Account is invested in Common
Stock  shall have the right to direct the Trustee in writing as to the manner in
which to  respond  to a tender or  exchange  offer  with  respect  to the shares
attributable  to his or her interest in Common Stock.  The Trustee shall utilize
its best efforts to distribute or cause to be  distributed in a timely manner to
each  Participant  such  information as will be distributed to  shareholders  of
Common Stock in connection with any such tender or exchange offer, together with
a form  addressed  to the Trustee  soliciting  the  Participant's  confidential,
written  instructions  as to whether such shares shall be tendered or exchanged.
If the  Trustee  receives no written  directions  from a  Participant  as to the
manner in which to respond to such a tender or exchange offer, the Trustee shall
not tender or exchange any shares of Common Stock credited to the Account of the
Participant.  4.5 Investment of Contributions (a) Each Participant may elect, on
a form  provided  by the  Committee,  to invest  his  Salary  Deferral  Account,
Rollover
         Contributions  Account and Participant  Contributions Account in one or
         more funds as selected by the Committee. Allocations to a fund shall be
         made  only  in  multiples  of five  percent.  Effective  July 1,  1991,
         allocations to a fund shall be made in multiples of one percent.
(b)      Effective  as of June 1,  2000,  Common  Stock  shall  be  added  as an
         investment  fund  under the Plan.  A  Participant  may  reallocate  his
         Accounts  under  subsections  (a) (b) and (c) in accordance  with rules
         established by the Committee.
                  (c)  The  Company   shall   direct  the   investment   of  the
         Participant's Matching Contributions Account,  provided,  however, that
         after the  Participant  is fully vested in his  Matching  Contributions
         Account,  he may direct the  investment  of that Account in  accordance
         with rules established by the Committee.
SECTION 5

                                     Vesting

5.1      Salary Deferral, Participant Contributions and Rollover Accounts
                  Amounts credited to a Participant's  Salary Deferral  Account,
Participant  Contributions  Account and Rollover  Contributions Account shall at
all times be fully vested and shall not be forfeitable for any reason.

5.2      Matching Contributions Account
                  Amounts  credited to a  Participant's  Matching  Contributions
Account shall vest in accordance with the following schedule:

    Years of Vesting                            Vested
         Service                              Percentage

Less than 4 years                                 0%
4 years completed                                 40%
5 years completed                                100%

                  Effective June 1, 2000,  amounts credited  (including  amounts
previously  credited) to a Participant's  Matching  Contributions  Account shall
vest in accordance with the following schedule:

    Years of Vesting                            Vested
         Service                              Percentage
1 year completed                                  20%
2 years completed                                 40%
3 years completed                                 60%
4 years completed                                 80%
5 years completed                                100%

                  Notwithstanding   the   foregoing,   amounts   credited  to  a
         Participant's  Matching Contributions Account shall become fully vested
         upon the  Participant's  attainment of Normal  Retirement Age, death or
         Disability.
5.3      Calculation of Service
                  For  purposes of  paragraphs  5.2 (a) and (b),  an  Employee's
period of Service  commences on the first day the  Employee  performs an Hour of
Service,  and  except  as  otherwise  provided  in  paragraph  5.2  (a) or  (b),
terminates  on  the  Employee's  Severance  from  Service  Date.  An  Employee's
Severance from Service Date is the earlier of (i) the date he quits, retires, is
discharged or dies, or (ii) the first  anniversary  of his absence from work for
any other reason,  including  leave of absence  (unless an Employer  consents in
writing to an extended leave of absence, in which case an Employer shall specify
the later termination date). Notwithstanding the foregoing, an Employee's period
of Service shall also include such additional  periods as may be required by law
(including  such  Service  which must be  considered  pursuant  to the  Military
Selective Service Act, as amended), and the following periods of severance:

(a)      If an Employee severs from Service by quit, discharge or retirement and
         returns to work  within  one year,  the  period of  severance  shall be
         considered as part of the Employee's Service.
(b)      If the  Employee  is absent  from work for a reason  other  than  quit,
         discharge or  retirement,  and while absent  quits,  is  discharged  or
         retires, an Employer shall include the period between the date of quit,
         retirement  or  discharge  and the date the  Employee  returns  to work
         within the Employee's period of Service if the Employee returns to work
         within one year of the date his absence first commenced. An Employee is
         considered  to have  returned  to work on the first day  following  his
         absence on which he is credited with an Hour of Service.
5.4      One-Year Break in Service
                  A  "One-Year  Break in  Service"  means,  with  respect to any
Employee,  a  period  of 12  consecutive  months  beginning  on  the  Employee's
Severance from Service Date (as defined in Section 5.3) or anniversary  thereof,
and ending on the next anniversary,  provided that the Employee does not perform
an Hour of Service.  However,  an Employee  who is absent from work by reason of
the Employee's pregnancy, the birth of a child of the Employee, or the placement
of a child with the  Employee in  connection  with  adoption of the child by the
Employee,  or for the  purpose of caring for such  child by the  Employee  for a
period immediately  following birth or placement shall not be considered to have
incurred a One-Year Break in Service during (i) the one-year  period  commencing
on the Severance  from Service  Date, if the Employee  severs from Service other
than  by quit or  discharge,  or (ii)  the  two-year  period  commencing  on the
Severance  from Service  Date,  if the  Employee  severs from Service by quit or
discharge.  The preceding sentence shall not apply unless the Employee furnishes
to the Committee such timely information as the Committee may reasonably require
to establish that the absence is for a reason described in that sentence.

5.5      Termination of Employment; Forfeitures
(a)      If  a  Participant   terminates   employment   and  the  value  of  the
         Participant's  vested  Account  does not exceed  $5,000  (and has never
         exceeded  $5,000)  ($3,500 for Plan Years  beginning  before January 1,
         1998),  the  Participant  shall  receive a  distribution  of his or her
         entire vested  Account in accordance  with Section 8, and the nonvested
         portion of the Participant's  Account shall be treated as a forfeiture.
         For  purposes of this  paragraph  (a), if the value of a  Participant's
         vested  Account  is  zero,  the  Participant  shall be  deemed  to have
         received a distribution of such vested Account.
(b)      If  a  Participant   terminates   employment   and  the  value  of  the
         Participant's Account exceeds (or has ever exceeded) $5,000 ($3,500 for
         Plan Years  beginning  before  January 1,  1998),  and the  Participant
         consents to receive a distribution  of the vested portion of his or her
         Account in accordance with paragraph  8.3(b),  the nonvested portion of
         his or her Account shall be treated as a forfeiture.
(c)      If a  Participant  receives  a  distribution  or is deemed to receive a
         distribution   pursuant  to  paragraph  (a)  or  (b),  above,  and  the
         Participant   is   reemployed   by  an  Employer,   the   Participant's
         Employer-derived   Account,   determined   as  of  the   date   of  the
         distribution,  shall be restored from  forfeitures,  from income to the
         Plan, or from Employer  contributions  if the Participant is reemployed
         by an Employer before the Participant incurs five consecutive  One-Year
         Breaks in Service.
5.6      No Forfeitures for Cause
                  Notwithstanding  anything  in  this  Plan to the  contrary,  a
Participant's vested benefit shall not be forfeitable for any reason.

5.7      Amendment of Vesting Schedule
                  If the vesting  schedule  set forth in Section 5.2 is amended,
or the Plan is  amended  in any way that  directly  or  indirectly  affects  the
computation  of a  Participant's  vested  percentage,  or if the Plan is  deemed
amended by an automatic  change to or from a top-heavy  vesting  schedule,  each
Participant  with at  least  three  years  of  Service  may  elect  to have  the
nonforfeitable  percentage  completed  under  the Plan  without  regard  to such
amendment  or change.  The period  during  which the  election may be made shall
commence  with the date the  amendment is adopted or deemed to be made and shall
end on the latest of: (a) 60 days after the date the  amendment is adopted,  (b)
60 days after the date the amendment becomes effective, or (c) 60 days after the
date the Participant is issued written notice of the amendment by an Employer or
the Administrator.

SECTION 6

                          Limitations on Contributions

6.1      Code Section 402(g) Limitation
(a)      In no event  shall a  Participant  be  permitted  to defer an amount of
         Basic  Compensation  during  any  calendar  year in excess of the limit
         specified in Code Section  402(g) (as adjusted by the  Secretary of the
         Treasury pursuant to the authority of Code Section 415(d)) ($10,500 for
         calendar year 2000). In determining whether the limit specified in this
         paragraph  is  exceeded,  all  elective  deferrals  (as defined in Code
         Section 402(g)(3)) made by a Participant under any qualified plan shall
         be aggregated.
(b)      Amounts  deferred by a Participant in excess of the limits set forth in
         paragraph (a), above,  ("Excess Deferrals") adjusted for income or loss
         pursuant  to  paragraph  (c)  below,   shall  be   distributed  to  the
         Participant no later than the first April 15 following the close of the
         Participant's  taxable year provided that the Participant  notifies the
         Administrator of such Excess Deferrals.  Notwithstanding the foregoing,
         a  Participant  shall be  deemed  to have  notified  the Plan of Excess
         Deferrals to the extent the  Participant  has Excess  Deferrals for the
         Participant's  taxable  year  by  taking  into  account  only  elective
         deferrals under the Plan and other plans of the Employers.
(c)      The income or loss allocable to Excess Deferrals shall be equal to the
         sum of:  (i) the income or loss for the
         Participant's taxable year allocable to the Participant's Salary
         Deferral Contributions multiplied by a fraction,
         the numerator of which is the Participant's Excess Deferrals for
         the taxable year, and the denominator of which is
         equal to the sum of (A) the portion of the Participant's Account
         attributable to Salary Deferral Contributions at
         the beginning of the Participant's taxable year, and (B) the
         Participant's Salary Deferral Contributions for the
         Participant's taxable year, plus (ii) ten percent of the amount
         determined under clause (i), above, multiplied by
         the number of whole calendar months between the end of the
         Participant's taxable year and the date of
         distribution.  For purposes of determining the number of calendar
         months that have elapsed since the end of the
         Plan Year in which the Excess Deferrals were made, a distribution
         occurring on the first 15 days of a calendar
         month shall be deemed made on the last day of the preceding month.
         A distribution occurring after the 15th day of
         a calendar month shall be deemed made on the first day of the next
         succeeding calendar month.
6.2      Definitions
                  For the  purposes of  paragraphs  6.3 and 6.4,  the  following
definitions shall be used:

(a)      "Actual Deferral Percentage" means the ratio (calculated to the nearest
         one-hundredth  of  one  percent)  of a  Participant's  Salary  Deferral
         Contributions,  and  Discretionary  Contributions  made on  behalf of a
         Participant  for the  Plan  Year  divided  by the  Participant's  Basic
         Compensation  for the Plan Year.  The Actual  Deferral  Percentage of a
         Participant who has no Salary Deferral  Contributions  or Discretionary
         Contributions made on his behalf shall be zero. A Participant's  Actual
         Deferral Percentage shall be computed according to the following rules:
(i)               Salary Deferral Contributions and Discretionary  Contributions
                  made on behalf of a  Participant  shall be taken into  account
                  for a Plan  Year  only if such  contributions  are paid to the
                  Trust  within two and  one-half  months  after the end of such
                  Plan Year.
(ii)              In the case of a Highly  Compensated  Employee who is eligible
                  to  participate  in two or more plans of an  Employer to which
                  elective  deferrals may be made (other than an employee  stock
                  ownership plan as defined in Section  4975(e)(7) of the Code),
                  all  elective  deferral  contributions  made on  behalf of the
                  Highly Compensated Employee must be aggregated for purposes of
                  determining such Highly Compensated Employee's Actual Deferral
                  Percentage.
(iii)             If the  Employers  maintain two or more plans that are subject
                  to the  requirements  of Section  401(k) of the Code, and such
                  plans  are  considered  as one plan for  purposes  of  Section
                  401(a)(4)  or  410(b)  of the Code,  all such  plans  shall be
                  aggregated and treated as one plan for purposes of determining
                  the Actual Deferral Percentage of a Participant.
(iv)     Effective January 1, 1987, if an eligible Highly Compensated
                  Employee is either a five percent owner (as defined
                  in Section 416(i)(1) of the Code) or in the group of the ten
                  Highly Compensated Employees paid the
                  greatest Compensation during the Plan Year, the combined
                  Actual Deferral Percentage for the family group
                  (which includes the Highly Compensated Employee and which is
                  treated as one Highly Compensated Employee)
                  shall be determined by combining the elective deferrals,
                  compensation and amounts treated as elective
                  deferrals of all the eligible Family Members.  The elective
                  deferrals, compensation and amounts treated as
                  elective deferrals of all Family Members are disregarded for
                  purposes of determining the Actual Deferral
                  Percentage of all other Highly Compensated Employees and
                  Non-Highly Compensated Employees.  However,
                  effective January 1, 1997, this Section 6.2(a)(iv) is deleted
                  in its entirety.
(b)      "Average  ADP" means the average  (expressed  as a  percentage)  of the
         Actual Deferral Percentage of the eligible Participants in a group.
(c)      "Average  ACP" means the average  (expressed  as a  percentage)  of the
         Contribution Percentages of the eligible Participants in a group.
(d)  "Average  Percentage"  means  the  Average  ADP  or  the  Average  ACP,  as
applicable.
(e)      "Contribution  Percentage"  means the ratio  (calculated to the nearest
         one-hundredth   of   one   percent)   of   a   Participant's   Matching
         Contributions,  Participant Contributions,  Discretionary Contributions
         and any Salary Deferral  Contributions  the Company elects to take into
         account in computing the  Contribution  Percentage for the Plan Year to
         the   Participant's   Basic   Compensation   for  the  Plan  Year.  The
         Contribution   Percentage  of  a   Participant   who  has  no  Matching
         Contributions  and no Discretionary  Contributions  made on his behalf,
         who makes no Participant  Contributions and for whom the Company elects
         to take no Salary Deferral  Contributions into account shall be zero. A
         Participant's  Contribution  Percentage shall be computed  according to
         the following rules:
(i)      Matching Contributions made on a Participant's behalf shall be taken
         into account for a Plan Year only if such
                  Matching Contributions are allocated to the Participant's
                  Account during such Plan Year and paid to the
                  Trust no later than the end of the 12th month following the
                  of such Plan Year.  Participant
                  Contributions made by a Participant shall be taken into
                  account for the Plan Year in which such amounts
                  are contributed to the Trust at the time of payment to the
                  Trustee if they are transmitted to the Trust
                  within a reasonable period after such contributions are made.
                  Excess Contributions that are
                  recharacterized in accordance with paragraph 6.5(c) shall be
                  taken into account for the Plan Year that
                  includes the time at which such Excess Contributions are
                  includable in the gross income of the Participant.
(ii)              In the case of a Highly  Compensated  Employee who is eligible
                  to  participate  in two or more plans of an  Employer to which
                  matching contributions,  after-tax contributions, or both, are
                  made (other than an employee  stock  ownership plan as defined
                  in Section  4975(e)(7)  of the Code),  all such  contributions
                  made on  behalf of the  Highly  Compensated  Employee  must be
                  aggregated for purposes of determining the Highly  Compensated
                  Employee's Contribution Percentage.
(iii)             If the  Employers  maintain two or more plans that are subject
                  to the  requirements  of Section  401(m) of the Code, and such
                  plans  are  considered  as one plan for  purposes  of  Section
                  401(a)(4)  or 410 (b) of the  Code,  all such  plans  shall be
                  aggregated and treated as one plan for purposes of determining
                  the Contribution Percentage of a Participant.
(iv)     Effective January 1, 1987, if a Highly Compensated Employee is either
                  a five percent owner (as defined in Section
                  416(i)(1) of the Code) or in the group of the ten Highly
                  Compensated Employees paid the greatest
                  Compensation during the Plan Year, the combined Contribution
                  Percentage for the family group (which
                  includes the Highly Compensated Employee and which is treated
                  as one Highly Compensated Employee) shall be
                  determined by combining the after-tax contributions,
                  compensation, matching contributions and amounts
                  treated as matching contributions of all the eligible Family
                  Members.  The after-tax contributions,
                  compensation, matching contributions and amounts treated as
                  matching contributions of all Family Members
                  are disregarded for purposes of determining the Contribution
                  Percentage of all other Highly Compensated
                  Employees and Non-Highly Compensated Employees.  However,
                  effective January 1, 1997, this Section
                  6.2(e)(iv) is deleted in its entirety.
(f) "Excess Aggregate  Contributions"  means, with respect to any Plan Year, the
excess of:
(i)               the  aggregate  amount  of  the  Matching   Contributions  and
                  Participant  Contributions  allocated to a Highly  Compensated
                  Employee for a Plan Year, over
(ii)              the maximum amount of such contributions that may be allocated
                  to the  Highly  Compensated  Employee  without  violating  the
                  limitations  set forth in paragraph  6.3.  The maximum  amount
                  that may be allocated to a Highly  Compensated  Employee shall
                  be determined by ranking
         the  Highly  Compensated  Employees  by the  amount of their  aggregate
         Matching and Participant  Contributions  (the  "Aggregate  Contribution
         Amount")  in   descending   order  and  then   reducing   the  Matching
         Contributions  and Participant  Contributions  from the Accounts of the
         Highly  Compensated  Employees  starting  with the  Highly  Compensated
         Employee with the highest Aggregate  Contribution  Amount to the extent
         required to: (i) enable the Plan to satisfy the  limitations  set forth
         in  paragraph  6.3,  or (ii) cause such Highly  Compensated  Employee's
         Aggregate  Contribution  Amount  to equal  the  Aggregate  Contribution
         Amount  of the  Highly  Compensated  Employee  with  the  next  highest
         Aggregate Contribution Amount. This process shall be repeated until the
         Plan satisfies the  limitations set forth in paragraph 6.3. In no event
         shall the amount of Excess Aggregate Contributions exceed the amount of
         Matching Contributions and Participant  Contributions made on behalf of
         a Highly Compensated Employee for a Plan Year.

(g) "Excess Contributions" means, with respect to any Plan Year, the excess of:
(i) the Salary Deferral Contributions allocated to a Highly Compensated Employee
for a Plan Year, over (ii) the maximum amount of Salary  Deferral  Contributions
that may be allocated to such Highly Compensated Employee
                  without violating the limitations set forth in paragraph 6.3.
                  The  maximum   amount  that  may  be  allocated  to  a  Highly
         Compensated   Employee  shall  be  determined  by  ranking  the  Highly
         Compensated Employees by amount of their Salary Deferral  Contributions
         (the "Salary  Deferral  Contribution  Amount") in descending  order and
         then reducing the Salary  Deferral  Contributions  from the Accounts of
         the Highly  Compensated  Employees starting with the Highly Compensated
         Employee with the highest Salary  Deferral  Contribution  Amount to the
         extent  required to: (i) enable the Plan to satisfy the limitations set
         forth  in  paragraph  6.3,  or  (ii)  cause  such  Highly   Compensated
         Employee's  Salary  Deferral  Contribution  Amount to equal the  Salary
         Deferral  Contribution  Amount of the Highly Compensated  Employee with
         the next highest  Salary  Deferral  Contribution  Amount.  This process
         shall be repeated until the Plan satisfies the limitations set forth in
         paragraph 6.3. In no event shall Excess Contributions exceed the amount
         of Salary Deferral Contributions made on behalf of a Highly Compensated
         Employee for a Plan Year.

6.3      Percentage Limitations on Contributions
                  Notwithstanding  anything  in the  Plan to the  contrary,  the
         Average  ADP and the  Average  ACP of  Participants  must each  satisfy
         either the basic  Limitation or the  alternative  Limitation  set forth
         below:

(a)      Basic Limitation
                           The   Average   Percentage   of  Highly   Compensated
         Employees who are eligible to  participate  in the Plan under Section 2
         (whether or not such Employees  elect to have their Basic  Compensation
         reduced)  shall not exceed for the Plan Year the Average  Percentage of
         Non-Highly Compensated Employees who are eligible to participate in the
         Plan under Section 2 (whether or not such Employees elect to have their
         Basic Compensation reduced) for the Plan Year multiplied by 1.25.
(b)      Alternative Limitation
                           The   Average   Percentage   of  Highly   Compensated
         Employees who are eligible to  participate  in the Plan under Section 2
         (whether or not such Employees  elect to have their Basic  Compensation
         reduced)  shall  not  exceed  the  Average   Percentage  of  Non-Highly
         Compensated Employees who are eligible to participate in the Plan under
         Section 2 (whether  or not such  Employees  elect to have  their  Basic
         Compensation  reduced) for the Plan Year  multiplied  by two,  provided
         that the Average  Percentage of Highly  Compensated  Employees does not
         exceed the Average  Percentage of Non-Highly  Compensated  Employees by
         more than two percentage points.
(c)      Multiple Use Limitation
                           If both the average actual  deferral  percentage test
         and the average  contribution  percentage test do not satisfy the basic
         limitation  set forth in paragraph (a) of this paragraph 6.3 and one or
         more Highly Compensated  Employees are eligible to have Salary Deferral
         Contributions  made on their behalf and to have Matching  Contributions
         made on their behalf or to make Participant  Contributions to the Plan,
         then the sum of the Actual Deferral  Percentages of Highly  Compensated
         Employees  plus  the  sum of the  Contribution  Percentages  of  Highly
         Compensated Employees shall not exceed the greater of:
(i)               The sum of: (A) 1.25 times the greater of the Actual  Deferral
                  Percentages   or   Contribution   Percentages   of  Non-Highly
                  Compensated Employees, plus (B) two percentage points plus the
                  lesser of the  Actual  Deferral  Percentages  or  Contribution
                  Percentages of Non-Highly Compensated Employees; or
(ii)              The sum of: (A) 1.25  times the lesser of the Actual  Deferral
                  Percentages   or   Contribution   Percentages   of  Non-Highly
                  Compensated Employees, plus (B) two percentage points plus the
                  greater of the Actual  Deferral  Percentages  or  Contribution
                  Percentages  of  Non-Highly  Compensated  Employees.   If  the
                  multiple use  limitation  set forth in this  paragraph  (c) is
                  exceeded, the Administrator shall
         determine the maximum  percentage to be used in place of the calculated
         percentage  for all Highly  Compensated  Employees  that  would  reduce
         either  or  both  the  Actual   Deferral   Percentage  or  Contribution
         Percentage  for the  Highly  Compensated  Employees  in order  that the
         multiple use limitation shall be satisfied. Any excess shall be handled
         in the same  manner  that  Excess  Contributions  or  Excess  Aggregate
         Contributions are handled.

                  Notwithstanding   anything  in  the  Plan  to  the   contrary,
effective for Plan Years beginning on or after January 1, 1998, this section 6.3
is  amended  in its  entirety  and  the  Average  ADP  and  the  Average  ACP of
Participants  must each satisfy either the basic  Limitation or the  alternative
Limitation set forth below:

(d)      Basic Limitation
                           The   Average    Percentage   for   eligible   Highly
         Compensated  Employees  (those who are eligible to  participate  in the
         Plan under Section 2, whether or not such Employees elect to have their
         Basic  Compensation  reduced)  shall not  exceed  for the Plan Year the
         Average Percentage for eligible Non-Highly Compensated Employees (those
         who are eligible to participate in the Plan under Section 2, whether or
         not such Employees elect to have their Basic Compensation  reduced) for
         the preceding Plan Year multiplied by 1.25.

                  (e)      Alternative Limitation

                           The   Average   Percentage   of  Highly   Compensated
         Employees who are eligible to  participate  in the Plan under Section 2
         (whether or not such Employees  elect to have their Basic  Compensation
         reduced) shall not exceed for the Plan Year the Average  Percentage for
         Non-Highly Compensated Employees who are eligible to participate in the
         Plan under Section 2 (whether or not such Employees elect to have their
         Basic  compensation  reduced) for the preceding Plan Year multiplied by
         two,  provided  that the  Average  Percentage  for  Highly  Compensated
         Employees for the Plan Year does not exceed the Average  Percentage for
         Non-Highly  Compensated  Employees for the preceding  Plan Year by more
         than two percentage points.

                  (f)      Multiple Use Limitation

                           If both the average actual  deferral  percentage test
         and the average  contribution  percentage test do not satisfy the basic
         limitation  set forth in paragraph (a) of this paragraph 6.3 and one or
         more Highly Compensated  Employees are eligible to have Salary Deferral
         Contributions  made on their behalf and to have Matching  Contributions
         made on their behalf or to make Participant  Contributions to the Plan,
         then the sum of the Actual Deferral  Percentages of Highly  Compensated
         Employees for the Plan Year shall not exceed the greater of:

                           (i) The sum of:  (A) 1.25  times the  greater  of the
                  Actual Deferral  Percentages or  Contributions  Percentages of
                  Non-Highly  Compensated Employees for the preceding Plan Year,
                  plus (B) two  percentage  points plus the lesser of the Actual
                  Deferral Percentages or Contribution Percentages of Non-Highly
                  Compensated Employees for the preceding Plan Year; or

                           (ii) The sum of:  (A) 1.25  times  the  lesser of the
                  Actual  Deferral  Percentages or  Contribution  Percentages of
                  Non-Highly  Compensated Employees for the preceding Plan Year,
                  plus (B) two percentage  points plus the greater of the Actual
                  Deferral Percentages or Contribution Percentages of Non-Highly
                  Compensated Employees for the preceding Plan Year.

                  If the multiple use  limitation  sets forth in this  paragraph
         (c)  is  exceeded,   the  Administrator  shall  determine  the  maximum
         percentage  to be used in place of the  calculated  percentage  for all
         Highly  Compensated  Employees  that  would  reduce  either or both the
         Actual Deferral  Percentage or  Contribution  Percentage for the Highly
         Compensated  Employees in order that the multiple use limitation  shall
         be  satisfied.  Any excess  shall be handled  in the same  manner  that
         Excess Contributions or Excess Aggregate Contributions are handled.

6.4      Remedial Measures
                  If the Plan does not satisfy the requirements of paragraph 6.3
for any Plan Year,  the  Administrator  shall take such  remedial  measures,  as
necessary,  in  accordance  with either  paragraph 6.5 or paragraph 6.6 in order
that the limitations set forth in paragraph 6.3 are met.

6.5      Correction of Actual Deferral Percentage Test
(a)      General Rules
                           The   Administrator   shall   determine   the  Excess
         Contributions for each Highly  Compensated  Employee in accordance with
         paragraph 6.2 (g) and either:  (i)  distribute  such amounts along with
         income  or  loss  attributable   thereto,  to  the  appropriate  Highly
         Compensated  Employees in the manner set forth in paragraph (b) of this
         paragraph 6.5; (ii) contribute a  Discretionary  Contribution on behalf
         of each Participant who is a Non-Highly  Compensated  Employee in order
         that the  limitations  in paragraph 6.3 are met;  (iii)  recharacterize
         such amount, along with the income or loss attributable  thereto, as an
         After-Tax Contribution in accordance with paragraph 6.5(c); or (iv) use
         any  combination of (i), (ii), and (iii) to satisfy the  limitations in
         paragraph 6.3.
(b)      Distribution of Excess Contributions
                           Excess  Contributions  and income  allocable  thereto
         shall be  distributed  to  Participants  on whose  behalf  such  Excess
         Contributions  were  made no later  than the last day of the Plan  Year
         following the Plan Year for which the Excess  Contributions  were made.
         The amount of Excess  Contributions shall be reduced in accordance with
         regulations  prescribed by the Secretary of the Treasury, by the amount
         of the Excess Deferrals,  if any,  distributed to the Participant under
         paragraph 6.1(b).
                           The   income   or   loss   attributable   to   Excess
         Contributions  shall  be equal to the sum of:  (i) the  income  or loss
         allocable to Salary Deferral  Contributions  made on the  Participant's
         behalf for the Plan Year  multiplied  by a fraction,  the  numerator of
         which is the Participant's  Excess Contributions for the Plan Year, and
         the denominator of which is equal to the sum of (A) that portion of the
         Participant's Account attributable to Salary Deferral  Contributions at
         the  beginning  of  the   Participant's   taxable  year,  and  (B)  the
         Participant's  Salary  Deferral  Contributions  for  the  Participant's
         taxable  year,  plus (ii) ten  percent of the amount  determined  under
         clause (i),  above,  multiplied by the number of whole calendar  months
         between the end of the Plan Year and the date of distribution, counting
         the month of distribution if distribution occurs after the 15th of such
         month.
(c)      Recharacterization of Excess Contributions
                           Excess  Contributions,  determined in accordance with
         paragraph 6.2(g),  shall be recharacterized as After-Tax  Contributions
         no later than two and one-half  months after the Plan Year to which the
         recharacterization  relates.  In no event  shall  the  amount of Excess
         Contributions  that are  recharacterized  exceed  the  amount of Salary
         Deferral  Contributions made on behalf of a Highly Compensated Employee
         for the Plan Year. The Excess Contributions to be recharacterized shall
         be reduced, in accordance with regulations  prescribed by the Secretary
         of the Treasury,  by the amount of Excess Deferrals  distributed to the
         Participant    under    paragraph    6.1(b).    Excess    Contributions
         recharacterized  as  After-Tax  Contributions  shall be  subject to the
         distribution  restrictions  set forth in Section 401 (k) (2) (B) of the
         Code.
(d)      Treatment as Annual Additions
                           Excess  Contributions  shall  be  treated  as  Annual
Additions under paragraph 6.8(b)(1).
6.6      Correction of Average Contribution Percentage Test
(a)      General Rule
                           The   Administrator   shall   determine   the  Excess
         Aggregate  Contributions  in  accordance  with  paragraph  6.2  (f) and
         either:   (i)  cause  such  amounts  along  with  the  income  or  loss
         attributable thereto to be forfeited,  if not vested under the terms of
         the Plan, or, if vested,  distributed no later than the last day of the
         Plan Year; (ii)  contribute a  Discretionary  Contribution on behalf of
         each Participant who is a Non-Highly Compensated Employee in order that
         the  limitations in paragraph 6.3 are met; or (iii) use any combination
         of (i) and (ii) to  satisfy  the  limitations  in  paragraph  6.3.  Any
         forfeiture or distribution shall be made on the basis of the respective
         portion of the amount of Excess Aggregate Contributions attributable to
         each Highly Compensated Employee whose Matching  Contributions  Account
         or  Participant  Contributions  Account  received an allocation for the
         preceding Plan Year.
(b)      Calculation of Income
                           The income or loss  attributable to Excess  Aggregate
         Contributions  shall  be equal to the sum of:  (i) the  income  or loss
         allocable to the Participant's  Participant  Contributions and Matching
         Contributions,  multiplied by a fraction, the numerator of which is the
         Participant's Excess Aggregate Contributions for the Plan Year, and the
         denominator  of which is  equal to the sum of (A) that  portion  of the
         Participant's  Account  attributable to Participant  Contributions  and
         Matching  Contributions at the beginning of the  Participant's  taxable
         year, plus (B) the Participant's Participant Contributions and Matching
         Contributions for the Participant's taxable year, plus (ii) ten percent
         of the amount  determined  under clause (i),  above,  multiplied by the
         number of whole  calendar  months  between the end of the Plan Year and
         the date of the  distribution,  counting the month of  distribution  if
         distribution occurs after the 15th of such month.
(c)      Deadline for Distribution
                           Excess Aggregate  Contributions  and income allocable
         thereto  shall be  distributed  to  Participants  on whose  behalf such
         Excess Aggregate  Contributions were made no later than the last day of
         the Plan Year  following the Plan Year for which such Excess  Aggregate
         Contributions  were  made.  Excess  Aggregate  Contributions  shall  be
         distributed from the Participant's  Matching  Contribution  Account and
         Participant Contribution Account.
(d)      Treatment as Annual Additions
                           Excess  Aggregate  Contributions  shall be treated as
Annual Additions under paragraph 6.8(b)(1).
6.7      Compliance with Treasury Regulations
                  The Plan shall satisfy the requirements of Sections  401(k)(3)
and 401(m)(2) of the Code and the regulations thereunder,  and such requirements
are hereby incorporated by reference.

6.8      Limitations on Contributions and Benefits
(a)      Notwithstanding any other provision of the Plan to the contrary,
         contributions to the Plan shall - not exceed the
         limits of this paragraph 6.8.
(b)      The  Annual   Additions  to  a  Participant's   account   (including  a
         Participant's  Account under this Plan) for the  Limitation  Year shall
         not  exceed  the  lesser  of (i)  $30,000,  or (ii) 25  percent  of the
         Participant's  Basic  Compensation  for the Year.  For purposes of this
         paragraph 6.8, the term:
                           (1) "Annual  Additions" means for any Limitation Year
                  the  sum  of  (A)  Employer  contributions  (including  Salary
                  Deferral Contributions, Participant Contributions and Matching
                  Contributions  made  pursuant  to this  Plan)  allocated  to a
                  Participant's   account  in  any  defined   contribution  plan
                  maintained  by  a  Member  of  the   Controlled   Group;   (B)
                  forfeitures  allocated to a Participant's  account in any such
                  plan; and (C) Employee contributions to any such plan.
                           (2)  "Defined  Benefit  Fraction"  means  a  fraction
                           described  in  Section  415(e)(2)  of the  Code.  (3)
                           "Defined  Contribution  Fraction"  means  a  fraction
                           described in Section 415(e)(3) of the
                  Code.
                           (4)      "Limitation Year" means the calendar year.
                           (5)  "Member  of  the  Controlled  Group"  means  any
                  corporation  which  is a  member  of  a  controlled  group  of
                  corporations,  within the  meaning  of Section  414 (b) of the
                  Code (as  modified by Section  415 (h) of the Code),  of which
                  the Company is a member,  but only for the period during which
                  such  corporation  is a member of the  controlled  group;  any
                  trade  or  business  which is under  common  control  with the
                  Company  within the meaning of Section 414 (c) of the Code (as
                  modified  by Section  415 (h) of the  Code),  but only for the
                  period  that it is  under  common  control;  and  any  service
                  organization which is a member of an affiliated service group,
                  within the  meaning of Section  414 (m) of the Code,  of which
                  the Company is a member,  but only for the period during which
                  such  service  organization  is a  member  of  the  affiliated
                  service group.
(c)      If as a result of a  reasonable  error in  estimating  a  Participant's
         Basic Compensation,  or under similar facts and circumstances which the
         Commissioner  of Internal  Revenue finds to justify the  application of
         this  paragraph  6.8(c),   the  Annual  Additions  with  respect  to  a
         particular  Participant  would cause the  limitations of Section 415 of
         the Code to be  exceeded,  the  Annual  Additions  made on  behalf of a
         Participant  shall be reduced in the following order of priority to the
         extent necessary to prevent the Annual  Additions to any  Participant's
         Account from exceeding the limitations set forth in this paragraph 6.8:
(i)               Refund   of  any   Participant   Contributions   made  by  the
                  Participant  to this Plan and  earnings  thereon to the extent
                  that the refund would reduce the Annual Additions;
(ii)     Reduction in the Participant's allocation of Matching Contributions
                  and Salary Deferral Contributions and earnings
                  thereon under this plan for the Limitation Year in which the
                  excess occurs.  The excess Annual Additions
                  so reduced, except for Salary Deferral Contributions, shall
                  be held in a suspense account to be allocated
                  to the Participant's Account in succeeding Plan Years to the
                  extent permissible under this paragraph 6.8.
                  No profits or losses attributable to the assets of the Trust
                  may be allocated to this suspense account.
                  Until all amounts held in the suspense account maintained
                  under this Plan (or under any other defined
                  contribution plan the Annual Additions of which are
                  aggregated with the Annual Additions to this Plan) can
                  be allocated, the Employers shall make no contributions
                  under this Plan.  If the Plan terminates, any
                  balance remaining in the suspense account that cannot be
                  allocated shall revert to the Employer.  The
                  portion of excess Annual Additions attributable to Salary
                  Deferral Contributions shall be distributed to
                  the Participant.
(d)      If a Participant is also a participant in any defined  benefit plan (as
         defined in Section  414 (j) of the Code)  maintained  by an Employer or
         Member of the  Controlled  Group,  then in addition  to the  limitation
         contained  in  paragraph  6.8(b),  the sum of (i) the  Defined  Benefit
         Fraction  and (ii) the Defined  Contribution  Fraction  with respect to
         such Participant shall not exceed 1.0.
(e) The provisions of this paragraph 6.8 are effective January 1, 1987.
                  (f)  Effective  with the first day of the Plan Year  beginning
         after  December  31,  1999,  all  references  in the  Plan  and  Trust,
         including  paragraphs  6.8  and  10.5 of the  plan,  to  combined  plan
         limitation  and 1.0 fractions  shall be deleted in their  entirety,  as
         repealed under Internal Revenue Code section 415(e).

SECTION 7

                              Loans and Withdrawals

7.1      Loans
(a)      The Committee  shall be responsible  for  administering  loans from the
         Plan and shall adopt such rules as it deems  appropriate  to administer
         the loan program in a nondiscriminatory manner.
(b)      Loans shall be  available  to active  Participants  and those  inactive
         Participants  who are "parties in interest" as defined in Section 3(14)
         of ERISA with respect to the Plan.
(c)      A Participant  who wishes to receive a loan shall submit an application
         to the Committee indicating the name of the Participant, and the amount
         of the loan requested.
(d)      A loan requested by a Participant shall be approved by the Committee if
         the Committee  determines that the loan will comply with the provisions
         of this paragraph 7.1.
(e)      A loan to a Participant  (when added to the outstanding  balance of all
         other loans from this Plan and any other  qualified plan  maintained by
         an Employer) shall not be in an amount that exceeds the lesser of:
(i)      $50,000, reduced by the excess, if any, of
(A)                        The  highest  outstanding  balance  of loans from the
                           Plan  during the  one-year  period  ending on the day
                           before the date such loan is made, over
(B) The  outstanding  balance  of loans  from the Plan on the date  such loan is
made; or
(ii) 50% of the vested  balance of the  Participant's  Account as of the date of
the origination of the loan. (f) The minimum amount of a loan is $1,000. (g) The
term of the loan shall be made for a term not to exceed  five  years  unless the
purpose of the loan is the
         purchase of the Participant's principal residence.
(h)      The Participant shall only have one loan outstanding at any time.
(i)      Each loan shall bear  interest  at a  reasonable  rate  selected by the
         Committee. Such rate shall provide the Trust with a return commensurate
         with the interest  rates  charged by persons in the business of lending
         money for loans which would be made under similar circumstances.
(j)      Each loan shall be made and secured by collateral  consisting of 50% of
         the vested balance of such Participant's  Account as of the origination
         date of the loan, the Participant's right, title and interest in and to
         the Trust,  supported by the Participant's  collateral  promissory note
         for the amount of the loan, made payable to the Trustee.
(k)      If the  Participant  is  married as of the date the loan is made and is
         entitled to an annuity  form of benefit  under  Section  8.2,  the loan
         shall not be made and no  assignment of the  Participant's  interest in
         his Account to secure such loan shall be accepted by the Trustee unless
         the  Participant's  spouse has consented in writing to the loan and the
         assignment  of the  Participant's  interest in his  Account  during the
         90-day period ending on the date on which the loan is to be so secured.
         The consent of the spouse shall be in writing,  shall  acknowledge  the
         effect of the consent, and shall be witnessed by a notary public.
(l)      Except in the case of a  Participant  who remains a "party in interest"
         after  separation  from  employment  with an Employer,  the outstanding
         balance of a  Participant's  loan shall become due and payable upon the
         Participant's separation from employment with the Employer by reason of
         retirement,  termination of employment,  disability or death.  For Plan
         Years beginning on or after January 1, 1998,  subsection (l) is amended
         in its entirety and the  following  shall apply:  No loan shall be made
         unless  the  Participant  agrees  to  make  loan  payments  by  payroll
         deduction in accordance with rules established by the Committee
(m)      In the case of active Participants loans shall be repaid through
         payroll deductions of the Participant in
         accordance with rules established by the Committee.  Notwithstanding
         the foregoing, effective for Plan Years
         beginning on or after January 1, 1998, if during the term of a loan
         a Participant who has been making loan
         payments by payroll withholding ceases to receive periodic
         compensation payments from an Employer, and if
         distribution of the Participant's Account has not begun, the
         Participant shall make the remaining loan payments by
         check or an automatic payment method which the Committee (in its
         sole discretion) determines provides security
         comparable to that of payroll withholding.  If a Participant who has
         been making loan payments by a method
         described above begins receiving periodic compensation payments from
         an Employer, the Participant shall authorize
         payroll withholding for the remaining loan payments.
(n)      If any loan made hereunder to a Participant is not repaid in accordance
         with its terms, the loan shall be in default. If a Participant defaults
         on his  payment  obligations  under the loan within 90 days of the date
         that the Administrator  notifies him of the default,  the Administrator
         shall  take,  or direct the  Trustee to take,  such  action as shall be
         necessary or appropriate in the circumstances then prevailing to reduce
         the  balance  credited  to the  Participant's  Account  by  the  amount
         required to cure the default.
(o)      Every loan  applicant  shall  receive a clear  statement of the charges
         involved  in each loan  transaction,  including  the dollar  amount and
         annual interest rate of the finance charge.
(p)      All loans shall be treated as investments of the  Participant's  Salary
         Deferral  Account,   Rollover  Account,  and,  if  the  Participant  is
         partially  vested  in  his  Matching   Contributions  Account,  of  the
         Participant's  Matching Contributions Account. For Plan Years beginning
         on or after  January  1,  1998,  in the event a loan is to be made to a
         Participant  in  accordance  with this Section  7.1, a loan  subaccount
         shall be  established  as an investment of the  Participant  under each
         Account used to fund the loan.  The Accounts used to fund the loan, and
         the  order  in which  Accounts  are  used to fund  the  loan,  shall be
         determined in accordance with uniform and nondiscriminatory  procedures
         adopted by the Committee and modified by it from time to time.
7.2      Hardship Withdrawals
(a)      A Participant may withdraw amounts from his Salary Deferral Account and
         Rollover  Account  if the  withdrawal  is  necessary  in  light  of his
         immediate and heavy  financial  needs.  The amount  withdrawn shall not
         exceed the amount required to meet his immediate financial  obligations
         and not reasonably available from his other resources. Withdrawals from
         the Participant's  Salary Deferral Account on account of hardship shall
         be limited  to the amount of  contributions  to such  accounts,  and no
         amount  attributable  to  income  earned  on the  Participant's  Salary
         Deferral  Contributions  may  be  withdrawn  on  account  of  financial
         hardship. Income earned on the Participant's Rollover Contributions may
         be  withdrawn  from the  Participant's  Rollover  Account on account of
         financial hardship.
(b)      For purposes of this paragraph 7.2, a distribution will be deemed to be
         made  on  account  of an  immediate  and  heavy  financial  need of the
         Participant if either:
(i)               On the basis of all the relevant facts and  circumstances  the
                  Administrator determines that the Participant has an immediate
                  and heavy financial need, or
(ii)     the distribution is on account of:
(A)                        Expenses for medical  care  described in Code Section
                           213 (d) previously  incurred by the Participant,  the
                           Participant's spouse, or the Participant's dependents
                           or  necessary  for these  persons  to obtain  medical
                           care;
(B) Costs directly related to the purchase  (excluding mortgage payments) of the
Participant's   principal   residence;   (C)  Payment  of  tuition  and  related
educational expenses for the next 12 months of post-secondary education for the
                           Participant, his or her spouse, children or
                           dependents;
(D)                        The need to prevent the  eviction of the  Participant
                           from his principal  residence or  foreclosure  on the
                           Participant's principal residence.
(c)      For purposes of this paragraph  7.2, a distribution  will be treated as
         necessary  to satisfy the  immediate  and heavy  financial  need of the
         Participant if either:
(i)               the  Administrator  reasonably  relies  on  the  Participant's
                  representation  that the amount of the  distribution is not in
                  excess of the amount required to relieve the financial need of
                  the Participant and the need cannot be satisfied:
(A)      Through reimbursement or compensation by insurance or otherwise;
(B)                        By reasonable liquidation of the Participant's assets
                           to the extent such liquidation would not itself cause
                           an immediate and heavy financial need;
(C)                        By cessation of elective  deferral  contributions and
                           employee  contributions  (including  Salary  Deferral
                           Contributions  and  Participant  Contributions  under
                           this Plan) under plans maintained by an Employer; or
(D)                        By other  distributions or nontaxable (at the time of
                           the loan) loans from the Plan and plans maintained by
                           an Employer or any other  employer,  or by  borrowing
                           from  commercial  sources  on  reasonable  commercial
                           terms; or
(ii)     all of the following conditions are satisfied:
(A)                        The  Participant  certifies that the  distribution is
                           not in excess  of the  amount  of the  immediate  and
                           heavy financial need of the Participant;
(B)                        The  Participant has obtained all  distributions  and
                           all  nontaxable  (at  the  time  of the  loan)  loans
                           currently available under all plans maintained by the
                           Employers;
(C)                        The  Participant  shall  not  be  permitted  to  make
                           elective deferral contributions or after-tax employee
                           contributions  to any qualified or nonqualified  plan
                           of an Employer (including  cafeteria plans within the
                           meaning  of  Section  125 of the  Code),  except  for
                           mandatory employee contributions to a defined benefit
                           plan of the Employer and  contributions  to health or
                           welfare  plans of the Employer,  including  health or
                           welfare  plans  that  are part of a  cafeteria  plan,
                           within 12 months after the hardship withdrawal; and
(D)                        The Participant's Salary Deferral  Contributions made
                           in  the  calendar  year  following  a  withdrawal  on
                           account  of a  financial  hardship  shall not  exceed
                           $10,000 (or such other amount  determined by applying
                           the  cost-of-living  adjustment  factor prescribed by
                           the  Secretary of the Treasury  under Section 415 (d)
                           of the Code, in accordance with the manner prescribed
                           by  the  Secretary),  reduced  by  the  Participant's
                           Salary Deferral  Contributions which were made in the
                           calendar year of the hardship withdrawal.
7.3  Withdrawals  from  Participant  Contributions  Account.  A Participant  may
withdraw amounts from his Participant  Contributions  Account in accordance with
rules established by the Committee.
         7.4 Withdrawal After Age 59 1/2.  Effective June 1, 1995, a Participant
who has attained  the age of 59 1/2 may elect to withdraw the entire  balance in
his or her Account.

SECTION 8

                            Distribution of Benefits

8.1     Method of Distribution for Contributions Made on or After January 1,1989
                  When a Participant's  employment ceases,  whether by reason of
retirement, quit, discharge,  Disability or death, the Committee shall determine
the value of the Participant's vested Account (in accordance with paragraph 4.2)
attributable to contributions made for Plan Years that begin on or after January
1, 1989 and cause that portion of the vested  Account to be  distributed  to the
Participant,  or, in the event of the Participant's  death, to the Participant's
Beneficiary in a single lump sum  distribution,  such payment to be made as soon
as practical after the event giving rise to the distribution occurred, but in no
event  later than the date  required  by Section  401(a)(9)  of the Code and the
regulations thereunder.  Notwithstanding the preceding sentence, if the value of
a  Participant's  vested Account  exceeds  $5,000 (or has ever exceeded  $5,000)
($3,500  for  Plan  Years  beginning  before  January  1,  1998),  an  immediate
distribution  of the vested Account shall not be made without the  Participant's
consent  before the  Participant  attains age 65. If a Participant  whose vested
Account  exceeds  $5,000 (or has ever  exceeded  $5,000)  ($3,500 for Plan Years
beginning  before  January  1, 1998)  does not  consent to receive an  immediate
distribution  of his vested  Account,  or, in the case of a  Participant  who is
married at the time of his  death,  his  surviving  spouse  does not  consent to
receive an immediate  distribution  of the  Participant's  vested  Account,  the
vested Account shall remain invested in the Fund until the  Participant  attains
or would have  attained age 65 or until the  Participant  (or the  Participant's
surviving  spouse)  requests  distribution,  whichever occurs first. If the Plan
holds a security interest in the Account of a deceased  Participant by reason of
a loan outstanding to such Participant, the benefit payable to the Participant's
surviving  spouse or  designated  Beneficiary  shall be reduced by the amount of
such security interest.

8.2 Method of Distribution for Contributions Made on or Before December 31, 1988
                  The  portion  of  a  Participant's   Account  attributable  to
contributions  made for Plan Years that  commence  prior to December  31,  1988,
shall be paid as either (i) a single lump sum  distribution of the entire vested
balance  then  standing in the  Participant's  Account,  or (ii) an annuity,  in
monthly installments as follows:

(a)      Unmarried Participants
                           In the case of a Participant  who is unmarried on his
                  Annuity  Starting  Date, the  Participant's  benefits shall be
                  paid in the form of a single life  annuity  commencing  on the
                  Participant's  Normal  Retirement  Date or Delayed  Retirement
                  Date, as the case may be. Under this form of benefit, payments
                  shall continue through the first day of the month in which the
                  Participant dies; provided,  however,  that if the Participant
                  dies before receiving payments equal to the aggregate value of
                  the vested portion of the Participant's  Account determined as
                  of the date the Participant's payments commence, such payments
                  shall   continue  to  the   Beneficiary   designated   by  the
                  Participant  until  the  combined  total  of  payments  to the
                  Participant and his Beneficiary  equals such aggregate  value.
                  If the  Beneficiary  dies  after  he is  eligible  to  receive
                  benefits,  the commuted value of such benefits the Beneficiary
                  would  otherwise  receive  shall be paid to the  Beneficiary's
                  estate.
(b)      Married Participants
                           In the case of a  Participant  who is  married on his
                  Annuity  Starting  Date, the  Participant's  benefits shall be
                  paid in the form of a 50% Joint and Survivor  Annuity which is
                  the  Actuarial  Equivalent  of the  normal  form of benefit in
                  subparagraph  (a) above  and  commences  on the  Participant's
                  Normal Retirement Date or Delayed Retirement Date, as the case
                  may be.  Under the 50% Joint and Survivor  Annuity,  a reduced
                  amount shall be paid to the  Participant for his life, and his
                  spouse,  if surviving  at the  Participant's  death,  shall be
                  entitled to receive thereafter a lifetime survivorship pension
                  in a monthly  amount  equal to 50 percent of the amount  which
                  had been payable to the  Participant.  The last payment of the
                  50% Joint and Survivor  Annuity  shall be made as of the first
                  day of the month in which  the  death of both the  Participant
                  and his spouse has occurred;  provided,  however,  that if the
                  Participant's  spouse  dies  before  the  Participant  and the
                  Participant's  spouse  have  received  payments  equal  to the
                  vested  portion  of the  Participant's  Account as of the date
                  payments  commenced,  the value of such  benefits  the  spouse
                  would  otherwise   receive  shall  be  paid  to  the  spouse's
                  beneficiary.
(c)      Optional Forms of Benefit Payment
                           In  lieu  of  the  benefit  otherwise  payable  under
                  subparagraphs  (a) and (b) above, a Participant may elect: (i)
                  to receive one of the Actuarial  Equivalent  optional forms of
                  benefits  available  under the Prior Plan, or (ii) to have the
                  form of benefit payable under  subparagraphs (a) and (b) above
                  commence  at any time  after the  Participant  separates  from
                  service with an Employer.
8.3      Election of Optional Benefit Form
(a)      Notice of Distribution
                           The  Administrator  shall  provide  each  Participant
                  entitled to receive a distribution  under paragraph 8.2 with a
                  general  notice  of  distribution  no less than 30 and no more
                  than 90 days before the  Participant's  Annuity Starting Date.
                  Such notice must be in writing and contain an  explanation  of
                  the eligibility  requirements  for, the material  features of,
                  and sufficient additional information to explain, the relative
                  values of the  alternate  forms of  benefits  available  under
                  paragraph 8.2, and the Participant's right to defer receipt of
                  distribution   of  his  benefits   until  he  attains   Normal
                  Retirement  Age. If the  Participant is married at the time he
                  receives the general notice of  distribution,  the notice also
                  shall  include the terms and  conditions  of the 50% Joint and
                  Survivor  Annuity,  the  Participant's  right to make, and the
                  effect  of, an  election  to waive the 50% Joint and  Survivor
                  Annuity, the rights of the Participant's spouse, and the right
                  to make,  and the effect of, a  revocation  of an  election to
                  waive the 50% Joint and Survivor Annuity.
(b)      Election of Optional Benefit Form
                           Upon receipt of the general notice of distribution, a
                  Participant  may elect to receive his  benefits in an optional
                  form of payment set forth in  paragraph  8.2(c).  The election
                  period shall end on the date  specified by the  Administrator,
                  but in any  event no  earlier  than the date  which is 90 days
                  prior to the  Participant's  Annuity  Starting Date, and shall
                  include a period of at least 90 days  following the furnishing
                  of the general  distribution  notice  required to be furnished
                  pursuant to subparagraph  (a), or, if the Participant  makes a
                  timely   request  for  additional   information   pursuant  to
                  subparagraph  (a),  at least 60 days  following  the date such
                  specific information is furnished to the Participant.  Benefit
                  payments  shall be delayed if  necessary  to provide  the full
                  election period. Any election made under this paragraph may be
                  revoked in writing  during the election  period and, after the
                  election has been revoked, another election may be made during
                  the election period.
(c)      Spousal Consent Requirement
                           Notwithstanding   anything   in  this   Plan  to  the
                  contrary, a married Participant's election to receive benefits
                  in a form other than the 50% Joint and Survivor  Annuity shall
                  not be effective unless the  Participant's  spouse consents to
                  such  election.  The  consent  of the  spouse  shall (i) be in
                  writing  on  a  form  satisfactory  to  the  Committee,   (ii)
                  designate a form of benefits and a  Beneficiary  which may not
                  be changed  without  spousal  consent  (or the  consent of the
                  spouse must expressly  permit  designations by the Participant
                  without any  further  requirement  of consent by the  spouse),
                  (iii)  acknowledge  the  effect  of the  consent,  and (iv) be
                  witnessed  by a  Plan  representative  or  notary  public.  No
                  consent is required if it is established  to the  satisfaction
                  of the Committee that consent cannot be obtained because there
                  is no  spouse  or the  spouse  cannot  be  located.  A  former
                  spouse's waiver shall not be binding on a new spouse.
8.4      Cash-Out of Small Benefits
                  Notwithstanding  anything in this Plan to the  contrary,  if a
Participant's  Account does not exceed  $5,000 (and has never  exceeded  $5,000)
($3,500 for Plan Years beginning before January 1, 1998), the Participant  shall
receive  benefits in the form of a single sum payment  within a reasonable  time
after the Participant  separates from service. Such a Participant shall not have
a right to receive the general  notice of  distribution  set forth in  paragraph
8.3(a).

         8.4A     Form of Lump Sum Distribution

                  (a) Cash.  With  respect  to any  portion  of a  Participant's
         Account that is not invested in Common Stock, any lump sum distribution
         from such portion of the Account  shall be made in the form of a single
         lump sum  payment  of cash  (or its  equivalent)  equal  to the  vested
         balance  credited  to such  portion of the  Account as of the  relevant
         Valuation Date.

                  (b) Common Stock. Any lump sum distribution  from such portion
         of a  Participant's  Account that is invested in Common Stock as of the
         Valuation  Date shall be made in the form of a single  lump sum payment
         of such whole number of shares of Common Stock as is  equivalent to the
         full value of the shares of Common Stock then  credited to such portion
         of the Account.

                  (c)  Fractional  Shares.  If shares of Common  Stock are to be
         distributed,  only full shares  shall be  distributed  and cash (or its
         equivalent) shall be distributed in lieu of any fractional share.
                  This Section 8.4A is effective for Plan Years  beginning on or
after January 1, 1999.

8.5      Designation of Beneficiary
                  Each Participant shall have the right, with the consent of his
or her spouse if he or she is married,  to  designate  on forms  provided by the
Administrator a Beneficiary or Beneficiaries to receive the benefits provided by
the Plan in the event of his or her  death,  and shall  have the right to revoke
the  designation,  or,  with the  consent  of his or her  spouse if he or she is
married, to substitute another Beneficiary or Beneficiaries.  The consent of the
spouse shall (i) be in writing on a form  satisfactory  to the  Committee,  (ii)
designate a Beneficiary which may not be changed without spousal consent (or the
consent of the spouse must  expressly  permit  designations  by the  Participant
without any further requirement of consent by the spouse), (iii) acknowledge the
effect of the consent,  and (iv) be witnessed by a Plan representative or notary
public.  No consent is required if it is established to the  satisfaction of the
Committee  that  consent  cannot be obtained  because  there is no spouse or the
spouse cannot be located.  If upon the death of a Participant  there is no valid
designation  of  Beneficiary  on file with the  Employer,  the  Committee  shall
designate the Participant's spouse as the Beneficiary. If there ,is no spouse or
the spouse consents in the manner provided above,  the Beneficiary  shall be the
Participant's estate.

8.6      Required Distribution
(a)      Notwithstanding anything in this Plan to the contrary, all forms of
         distribution must comply with the requirements
         of Section 401(a)(9) of the Code and the regulations issued
         thereunder, including the incidental death benefit
         rule of Section 401(a)(9)(G) of the Code.  A Participant's benefits
         shall commence no later than April 1 of the
         calendar year following the calendar year in which the Participant
         attains age 70-1/2.  However, effective for
         Plan Years beginning on or after January 1, 1998, a Participant's
         benefits shall commence no later than April 1 of
         the calendar year in which the Participant attains age 70 1/2or
         terminates his or her employment with all Employers
         (whichever is later), provided however, that the benefits of a
         Participant who is a 5% owner shall commence no
         later than April 1 of the calendar year in which the Participant
         attains age 70 1/2.
(b)      To the extent not inconsistent with Section 8.2, payment of the balance
         in the Participant's  vested Account shall begin no later than the 60th
         day  after the  latest of the close of the Plan Year in which:  (A) the
         Participant  attains  Normal  Retirement  Age;  (B)  occurs  the  tenth
         anniversary   of  the  year  in   which   the   Participant   commenced
         participation  in the Plan; or (C) the Participant  terminates  service
         with his or her Employer.
8.7      Infants, Incompetents
If   the Committee  determines  that any person  entitled to payments  under the
     Plan  is  an  infant  or  incompetent  by  reason  of  physical  or  mental
     disability,  it may cause any  payment due to such person to be made to any
     other  person  for  his  benefit,  without  responsibility  to  follow  the
     application  of amounts so paid.  Payments made pursuant to this  provision
     shall completely discharge the Employer, the Trustee, and the Committee.
8.8      Payment to Alternate Payee
                  Distribution  to an  "alternate  payee" (as defined in Section
414(p)(8)  of the Code)  may be made  without  regard  to the age or  employment
status of the  Participant  provided  payment is made  pursuant to a court order
which the  Administrator  has determined to be a "qualified  domestic  relations
order" (within the meaning of Section  414(p)(1) of the Code) in accordance with
procedures  established by the Committee.  If the amount to be distributed to an
alternate  payee exceeds $5,000 (or has ever exceeded  $5,000)  ($3,500 for Plan
Years beginning before January 1, 1998),  distribution shall not be made without
the alternate  payee's  written  consent until the  Participant  attains  Normal
Retirement Age.

8.9      Direct Rollover Requirements.
(a)      General  Rule.  This  Section 8.9 applies to  distributions  made on or
         after January 1, 1993.  Notwithstanding  any  provisions of the Plan to
         the contrary that would otherwise limit a Distributee's  election under
         this Section 8.9 a Distributee may elect, at the time and in the manner
         prescribed  by the  Plan  Administrator,  to  have  any  portion  of an
         Eligible Rollover  Distribution paid directly to an Eligible Retirement
         Plan specified by the Distributee in a Direct Rollover.
(b)      Definitions.  For purposes of this Section 8.9
(i)      "Eligible Rollover Distribution" means any distribution of all or any
                  portion of the balance to the credit of the
                  Distributee, except that an Eligible Rollover Distribution
                  does not include:  any distribution that is one
                  of a series of substantially equal periodic payments (not
                  less frequently than annually) made for the life
                  (or life expectancy) of the Distributee or the joint lives
                  (or joint life expectancies) of the Distributee
                  and the Distributee's designated beneficiary, or for a
                  specified period of ten years or more; any
                  distribution to the extent such distribution is required
                  under Section 401(a)(9) of the Code; and the
                  portion of any distribution that is not includible in gross
                  income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  employer securities).
(ii)              "Eligible  Retirement  Plan"  means an  individual  retirement
                  account described in Section 408(a) of the Code, an individual
                  retirement  annuity  described in Section 408 (b) of the Code,
                  an annuity plan described in Section 403 (a) of the Code, or a
                  qualified  trust described in Section 401(a) of the Code, that
                  accepts  the  Distributee's  Eligible  Rollover  Distribution.
                  However,  in the case of an Eligible Rollover  Distribution to
                  the  surviving  spouse,  an  Eligible  Retirement  Plan  is an
                  individual   retirement   account  or  individual   retirement
                  annuity.
(iii)             "Distributee"  means  an  Employee  or  former  Employee.   In
                  addition,  the term  "Distributee"  means  the  Employee's  or
                  former  Employee's  surviving  spouse  and the  Employee's  or
                  former Employee's spouse or former spouse who is the alternate
                  payee under a qualified  domestic  relations order, as defined
                  in Section 414 (p) of the Code with regard to the  interest of
                  the spouse or former spouse.
(iv) "Direct  Rollover"  means a payment by the Plan to the Eligible  Retirement
Plan specified by the Distributee. SECTION 9

                                 Death Benefits

9.1      Contributions Made on or Before December 31, 1988
                  If a Participant  dies prior to his Annuity Starting Date, the
portion of the Participant's Account attributable to contributions made for Plan
Years that begin before  December 31, 1988 shall be  distributed  as provided in
paragraphs 9.2 through 9.3.

(a)      Unmarried Participants
                           If the  Participant is not married on the date of his
         death,  his  entire  interest  shall be  distributed  in a  single  sum
         distribution,  such payment to be made as soon as  practical  after the
         event giving rise to the distribution  occurred,  but in no event later
         than  the  date  required  by  Section  401(a)(9)  of the  Code and the
         regulations issued thereunder.
(b)      Married Participants
                           If the  Participant  is  married  on the  date of his
         death,  50% of  the  vested  portion  of his  Account  attributable  to
         contributions  made for Plan Years  beginning  before December 31, 1988
         (and  earnings  thereon)  shall be used to  purchase an annuity for the
         life  of  the  Eligible  Spouse  ("Qualified   Pre-Retirement  Survivor
         Annuity")  unless  otherwise  elected as provided below. In determining
         the amount of a Participant's  Account  attributable  to  contributions
         made for Plan Years  beginning  before  December 31, 1988, any security
         interest  held  by the  Plan by  reason  of a loan  outstanding  to the
         Participant   shall  be  taken  into   account.   The  portion  of  the
         Participant's  vested  account  not  applied  to  the  purchase  of the
         Qualified  Pre-Retirement  Survivor Annuity shall be distributed to the
         Participant's  Beneficiary  as  set  forth  in  paragraph  8.2(c).  The
         Participant's  spouse  shall  be able  to  direct  commencement  of the
         Qualified Pre-Retirement Survivor Annuity on the first day of any month
         on or after the date of the Participant's death and before the date the
         Participant would have attained age 70-1/2. If the Participant's spouse
         dies  before  benefits  commence  under this  subparagraph  (b),  death
         benefits payable under this  subparagraph (b), if any, shall be paid to
         the  spouse's  beneficiary.  In lieu of the benefit  otherwise  payable
         under  subparagraph  (b), in accordance  with rules  established by the
         Committee,  a  Participant's  spouse may elect to receive the Actuarial
         Equivalent of the qualified  Pre-Retirement  Survivor Annuity in any of
         the Optional forms of benefits available under the Prior Plan.
9.2      Explanation of Qualified Pre-Retirement Survivor Annuity
                  During the Applicable Election Period, the Administrator shall
provide  each  Married   Participant   who  has  an  Account   attributable   to
contributions made for Plan Years that begin before December 31, 1988, a written
explanation of the terms,  conditions and value of the Qualified  Pre-Retirement
Survivor  Annuity in such terms and in such manner as would be comparable to the
general notice of  distribution  provided  pursuant to Section  8.1(c)(i),  such
notice  shall  set  forth  (i) the  terms,  conditions,  material  features  and
sufficient  information to explain the relative values of the alternate forms of
benefits  available under the Prior Plan, (ii) the Participant's  right to make,
and the effect of, an election to waive the  Qualified  Pre-Retirement  Survivor
Annuity,  (iii) the rights of Participant's spouse with respect to the Qualified
Pre-Retirement  Survivor Annuity, and (iv) the right to make, and the effect of,
a  revocation  of an election  to waive the  Qualified  Pre-Retirement  Survivor
Annuity.  For purposes of this paragraph 9.2,  "Applicable Period," with respect
to a Participant,  means the later of the period beginning with the first day of
the Plan Year in which the Participant  attains age 32 and ending with the close
of the Plan Year  preceding the Plan Year in which the  Participant  attains age
35,  and the  period  commencing  one year  before and ending one year after the
Employee becomes a Participant.  Notwithstanding  the foregoing,  the Applicable
Period for a Participant  who  separates  from service  before  attaining age 35
shall be the  period  beginning  one year  before  and ending one year after the
Participant's separation from service.

9.3      Waiver of Qualified Pre-Retirement Survivor Annuity
                  A Participant may elect to waive the Qualified  Pre-Retirement
Survivor  Annuity,   revoke  such  election,   and  again  Waive  the  Qualified
Pre-Retirement  Survivor  Annuity at any time and any number of times during the
Applicable  Election  Period.  All such  elections and  revocations  shall be in
writing. Any election to waive a Qualified  Pre-Retirement Survivor Annuity must
be  accompanied  by (i) the  designation  of a  specific  nonspouse  beneficiary
(including any class of beneficiaries or any contingent  beneficiaries) who will
receive the benefit upon the  Participant's  death,  and (ii) a written  spousal
consent  acknowledging the effect of the waiver and witnessed by a notary public
or a plan  representative (if a plan representative has been designated for this
purpose).  For the  purposes of this  paragraph  9.3, the  "Applicable  Election
Period"  shall  commence  when the  Participant  receives a written  explanation
pursuant  to  paragraph  9.2 or on the  first  day of the Plan Year in which the
Participant  attains age 35, whichever occurs earlier.  Any waiver made prior to
the first day of the Plan Year in which the  Participant  attained  age 35 shall
become  invalid as of such date,  and a new waiver must be issued in order for a
waiver of a qualified Pre-Retirement Survivor Annuity to be effective.

9.4      Contributions Made on or After January 1, 1989
                  Except  as  otherwise  provided  in  paragraph  8.1,  no death
benefits shall be provided under this Plan for the portion of the  Participant's
Account attributable to contributions made for Plan Years that begin on or after
January 1, 1989.

9.5      Cash-Out of Small Benefits
                  Notwithstanding anything in this Section 9 to the contrary, if
the Participant's Account does not exceed $5,000 (and has never exceeded $5,000)
($3,500  for Plan  Years  beginning  before  January 1, 1998) at the time of the
Participant's  death,  payment  shall  be  made in a  single  payment  within  a
reasonable time after the Participant's death.

SECTION 10

                                 Top-Heavy Rules

10.1     General Rule
                  Notwithstanding  anything  in this Plan to the  contrary,  the
provisions  of  this  Section  10 will  apply  in the  event  that  the  Plan is
determined to be a "top-heavy plan" under Section 416 of the Code.

10.2     Definitions
                  For purposes of this Section:

(a)      "Determination  Date"  means,  in the case of the first Plan Year,  the
         last day of such Plan Year, or, in the case of any other Plan Year, the
         last  day of the  preceding  Plan  Year.  When  more  than  one plan is
         aggregated,  the determination of whether the plans are Top-Heavy shall
         be made at a time consistent with  regulations  issued by the Secretary
         of the Treasury.
(b)      "Key   Employee"   means  an  Employee  or  former   Employee  and  his
         Beneficiaries who, within the meaning of Section 416(i) of the Code and
         the regulations thereunder, is or at any time during the four preceding
         Plan Years has been:
(i)      An officer of an Employer whose annual Compensation exceeds 50% of
         the amount in effect under Section 415 (b) (1)
                  (A) of the Code for any such Plan Year;
(ii)              One of the ten Employees whose  Compensation  from an Employer
                  exceeds the  limitation in effect under  Section  415(c)(1)(A)
                  and who  owns or is  considered  as  owning  more  than a 1/2%
                  ownership  interest  and  one of the  ten  largest  percentage
                  ownership interests in an Employer;
(iii)    A 5% owner of an Employer; or
(iv) A to owner of an  Employer  having  an  annual  Compensation  of more  than
$150,000.
                  For  purposes of this  definition,  no more than 50  Employees
         (or,  if less than 50,  either  three  Employees  or ten percent of all
         Employees,  whichever  is greater)  shall be treated as  officers.  For
         purposes  of  determining  the number of officers  taken into  account,
         Employees described in Section 414(q)(8) of the Code shall be excluded.
         In  addition,   for  purposes  of  determining   ownership  percentages
         hereunder,  the constructive ownership rules of Section 318 of the Code
         shall  apply as  provided  by  Section  416(i)(1)(B)  of the Code.  For
         purposes  of  paragraph  (ii)  above,  if two  Employees  have the same
         interest  in  an  Employer,   the  Employee   having   greater   annual
         Compensation  from the  Employer  shall be  treated  as having a larger
         interest.  Beneficiaries  of Key  Employees  shall  be  considered  Key
         Employees.

(c) "Non-Key Employee" means any Employee who is not a Key Employee.
(d)      "Permissive Aggregation Group" means any other plans which the Company,
         in its  discretion,  elects to aggregate with the Required  Aggregation
         Group,  provided that the resulting group of plans  satisfies  Sections
         401(a)(4) and 410 of the Code.
(e)      "Required  Aggregation  Group"  means (i) each plan of an  Employer  in
         which a Key Employee  participates  (regardless of whether the Plan has
         terminated),  and (ii) each other plan of an Employer which enables any
         plan  described  in clause  (i),  above,  to meet the  requirements  of
         Section 401(a)(4) or 410 of the Code.
(f)      "Top-Heavy"  means a plan in which, as of the  Determination  Date, the
         Top-Heavy  Ratio  exceeds 60%. The  determination  of whether a plan is
         Top-Heavy shall be made in accordance with Section 416(g) of the Code.
(g)      "Top-Heavy Ratio" means for this Plan or the Required Aggregation Group
         or Permissive Aggregation Group, as
         applicable, the fraction, the numerator of which is the sum of the
         account balances under the aggregated defined
         contribution plans of all Key Employees as of the Determination Date
        (including any part of any account balance
         distributed in the five-year period ending on the Determination Date)
         and the present value of accrued benefits
         (including any part of any accrued benefit distributed in the five-year
         period ending on the Determination Date)
         under the aggregated defined benefit plans of all Key Employees as of
         the Determination Date, and the denominator
         of which is the sum of all account balances (including any part of any
         account balance distributed in the
         five-year period ending on the Determination Date) under the aggregated
         defined contribution plans for all
         Participants and the present value of accrued benefits under the
         defined benefit plans (including any part of any
         accrued benefit distributed in the five-year period ending on the
         Determination Date) for all Participants as of
         the Determination Date, determined in accordance with Section 416 of
         the Code and the regulations thereunder.  The
         accrued benefit of a Participant other than a Key Employee shall be
         determined under (a) the method, if any, that
         uniformly applies for accrual purposes under all defined benefit plans
         maintained by an Employer, or (b) if no
         such method exists, as if such benefit accrued not more rapidly than
         the slowest accrual rate permitted under the
         fractional rule of Section 411(b)(1)(C) of the Code.
10.3     Minimum Contribution Requirement
(a)      Notwithstanding  anything in this Plan to the contrary,  and subject to
         the  limitations set forth in paragraphs (b) and (c) below, in any Plan
         Year in which the Plan is Top-Heavy,  the Employers shall contribute an
         additional  amount  so as  to  provide  allocations  for  each  Non-Key
         Employee  who is employed on the last day of the Plan Year  (whether or
         not such  Non-Key  Employee  is  otherwise a  Participant)  of Employer
         contributions,  exclusive of Salary Deferral Contributions and Matching
         Contributions,  under  this  Plan  which  equal  three  percent  of the
         Participant's Compensation.
(b)      The  percentage  minimum  contribution  required  under  paragraph (a),
         above,  shall in no event exceed the percentage at which  contributions
         are made (or  required to be made) under the Plan for the Plan Year for
         the Key Employee for whom such  percentage  is the highest for the Plan
         Year. In determining the highest rate of  contribution  applicable to a
         Key Employee,  amounts elected to be deferred under a qualified Section
         401(k)  arrangement shall be counted for purposes of Section 416 of the
         Code.
(c)      No minimum  contribution  will be required for a Participant under this
         Plan for any Plan Year if an Employer  maintains another qualified plan
         under which a minimum  benefit or contribution is being accrued or made
         for such Participant in accordance with Section 416(c) of the Code.
10.4     Adjustments to Limitations on Contributions and Benefits
                  If the Plan  becomes  Top-Heavy,  (a) Sections 415 (e) (2) (B)
and (e) (3) (B) of the Code shall be applied  by  substituting  "1.0" for "1.25"
and (b)  Section  415(e)(6)(B)(i)  of the Code shall be applied by  substituting
"$41;500" for "$51,875."

SECTION 11

                                     Funding

11.1  Contributions made by the Employer and all other assets of this Plan shall
be held in the  Trust.  The  Company  may,  at any time  and from  time to time,
appoint or substitute  another  Trustee for the purpose of holding and investing
all or a  portion  of the  assets of the Plan and to pay the  benefits  provided
under the Plan.  Such  appointment  or  substitution  shall not be  considered a
discontinuance  or termination  of the Plan. In any such event,  the Company may
transfer  all or any  part  of the  assets  of the  Plan to any  such  appointed
Trustee. SECTION 12

                       Plan Fiduciaries and Administration

12.1     Named Fiduciaries
                  The   authority  to  control  and  manage  the  operation  and
administration of the Plan is vested in the named fiduciaries  specified herein.
Each named fiduciary shall be responsible  solely for the tasks allocated to it.
No fiduciary  shall have any liability for a breach of fiduciary  responsibility
of another  fiduciary with respect to the Plan and Trust unless it  participates
knowingly in such breach,  has actual knowledge of such breach and fails to take
reasonable  remedial action to remedy said breach, or, through its negligence in
performing its own specific  fiduciary  responsibilities  which give rise to its
status as a fiduciary, it has enabled such other fiduciary to commit a breach of
the latter's fiduciary responsibility.

12.2     Fiduciary Standard
                  Each named  fiduciary and every other fiduciary under the Plan
shall  discharge  its duties with respect to the Plan solely in the interests of
the Participants and beneficiaries and:

(a)      For the exclusive  purpose of providing  benefits to  Participants  and
         their beneficiaries, and defraying reasonable expenses of administering
         the Plan;
(b)      With the care, skill,  prudence,  and diligence under the circumstances
         then  prevailing  that a  prudent  man  acting in a like  capacity  and
         familiar with such matters would use in the conduct of an enterprise of
         a like character and with like aims; and
(c)      In accordance  with the documents  and  instruments  governing the Plan
         insofar as such  documents  and  instruments  are  consistent  with the
         provisions of Title I of ERISA.
12.3     Multiple Duties and Advisors
                  Any  person  or group of  persons  may  serve in more than one
fiduciary  capacity with respect to the Plan. A named fiduciary,  or a fiduciary
designated by a named  fiduciary in accordance  with the terms of the Plan,  may
employ one or more persons to render advice with regard to any  responsibilities
such  fiduciary has under the Plan. The expenses of such person shall be paid by
the Employers.

12.4     Allocation and Delegation of Fiduciary Duties
                  Each named  fiduciary may allocate its fiduciary  duties among
its members or may  delegate its  responsibilities  to persons who are not named
fiduciaries  with respect to the  specific  responsibility  delegated.  Any such
allocation or delegation  shall be in writing and shall be made a permanent part
of the records of the named  fiduciary.  Such allocation or delegation  shall be
reviewed  periodically  by the named fiduciary and shall be terminable upon such
notice as the named  fiduciary,  in its sole  discretion,  deems  reasonable and
prudent  under the  circumstances.  An action by the Board of  Directors  or the
Committee allocating or delegating its named fiduciary responsibilities shall be
evidenced  by a  duly  adopted  resolution  of the  Board  of  Directors  or the
Committee.

12.5     Indemnification
                  The  Employers  shall  indemnify  and hold  harmless the named
fiduciaries  and any officers or employees of the  Employers to which  fiduciary
responsibilities  have been delegated from and against any and all  liabilities,
claims, demands, costs, and expenses,  including attorneys' fees, arising out of
an alleged breach in the  performance of their  fiduciary  duties under the Plan
and  under  ERISA,  other  than such  liabilities,  claims,  demands,  costs and
expenses as may result from the gross  negligence or willful  misconduct of such
person. The Company shall have the right, but not the obligation, to conduct the
defense of such person in any  proceeding to which this paragraph  applies.  The
Employers  may satisfy their  obligation  under this  paragraph,  in whole or in
part, through the purchase of a policy or policies of insurance.

12.6     The Plan Administrator
                  The  Company  shall  be  the  Administrator  of the  Plan  for
purposes of Section 3(16) of ERISA and Section 414 (g) of the Code. As such, the
Company  is the  named  fiduciary  with  discretionary  responsibility  for  the
administration  of  the  Plan.  Any or all  of  the  administrative  duties  and
responsibilities  of the  Administrator  may be delegated  to an  administrative
committee, provided such delegation is in writing.

12.7     The Board of Directors
                  The Board of Directors of the Company is  responsible  for the
amendment  or  termination  of  the  Plan  and  is  the  named   fiduciary  with
responsibility for the selection,  retention, and replacement of the Trustee. In
addition,  the Board of Directors of the Company  shall be  responsible  for the
appointment  of the members of the  Committee and for their  replacement  as the
circumstances require.

12.8     The Committee
(a)      The Committee is the named fiduciary with the  discretionary  authority
         to: (1) interpret the Plan; (2) formulate such rules and regulations as
         are necessary to administer the Plan  instrument in accordance with its
         terms;  (3)  conduct  final  review of claims  under the claims  review
         procedure;  and (4) establish  and carry out the funding  policy of the
         Plan.  The  Committee  shall be  responsible  for reviewing the funding
         policy  and  method  of the  Plan  and  shall  report  to the  Board of
         Directors  of  the  Company  at  least  annually  with  respect  to its
         evaluation of the same.
(b)      The Committee  shall consist of three or more persons and shall have as
         its officers a chairman who shall be a member of the  Committee,  and a
         secretary and one or more assistant  secretaries who may, but need not,
         be members.  The members of the  Committee  and its  officers  shall be
         appointed  by,  and  hold  office  at the  pleasure  of,  the  Board of
         Directors of the Company, and shall serve as such without compensation.
(c)      The Committee shall keep minutes of its meetings and proceedings. Every
         decision  made or action taken by a majority of the members at the time
         in office shall constitute the decision or action of the Committee, and
         shall be  final,  conclusive  and  binding  upon all  persons  affected
         thereby. Any decision or action by the Committee under or in connection
         with the Plan may be made or taken at a meeting  held  pursuant  to its
         rules  at which a  majority  of the  members  then in  office  shall be
         present and vote in favor  thereof,  or may be made or taken  without a
         meeting if approved and evidenced by a writing  signed by a majority of
         the members then in office.
12.9     Performance of Duties as Administrator
                  In addition to its performance of the named  fiduciary  duties
of the  Company  as  Administrator  of the  Plan,  the  Company  shall  have the
discretionary  authority  to  perform  and be  responsible  for  performing  the
following   nonfiduciary   administrative   functions   within   the   policies,
interpretations,  rules,  practices and procedures established by the Company or
the  Committee in  accordance  with their  respective  areas of named  fiduciary
responsibility:

(a)      Application of rules determining eligibility for participation or
         benefits;
(b)      Calculation of service and compensation for benefits;
(c)      Preparation of employee communications material;
(d)      Maintenance of Participants' service and employment records;
(e)      Preparation of reports required by government agencies;
(f)      Calculation of benefits;
(g)      Administration of loan program;
(h) Orientation of new  Participants  and advising  Participants of their rights
and options under the Plan; (i) Collection of  contributions  and application of
contributions  as provided in the Plan; (j)  Preparation  of reports  concerning
Participants' benefits; (k) Processing of claims; and (l) Making recommendations
to  the  Company  or  the  Committee   for   decisions   with  respect  to  Plan
administration.  12.10  Claims  Procedures  (a)  A  Participant  or  beneficiary
entitled to receive benefits under the Plan need not file a request therefor.
         However,  if the  Participant or beneficiary  believes that his benefit
         has been  incorrectly  determined,  he may make a written  request  for
         review of the determination by the Administrator. The Administrator may
         require additional information if necessary to process the request. The
         Administrator or its delegate shall review the request and shall render
         its decision  within 90 days from the date the request is filed (or the
         requested  additional  information  is  submitted,  if  later),  unless
         special  circumstances  require an extension of time for processing the
         request.  If such an extension of time is required,  written  notice of
         the extension  shall be furnished the person making the request  within
         the initial  90-day  period,  and the notice shall indicate the special
         circumstances  requiring  the  extension  and  the  date by  which  the
         Administrator  expects to reach a decision on the request.  In no event
         shall  the  extension  exceed a period  of 90 days  from the end of the
         initial period.
(b)      If the  Administrator  denies a request  in whole or in part,  it shall
         provide the person making the request with written notice of the denial
         within the period  specified in  subparagraph  (a),  above.  The notice
         shall set forth in language  calculated  to be understood by the person
         making the request:
                           (1)      The specific reason for such denial;
                           (2) Specific  reference to pertinent Plan  provisions
                           upon which the denial is based;  (3) A description of
                           any additional  material or information  which may be
                           needed to clarify
                  or       perfect the request,  and an  explanation of why such
                           information  is required;  and (4) An  explanation of
                           the  Plan's  review  procedure  with  respect  to the
                           denial of benefits.
(c)      (1) A person whose request has been denied in whole or in part may file
         a claim for review of the Administrator's  decision in writing with the
         Committee within 60 days of receipt of the notification of denial.  The
         Committee, for good cause shown, may extend the period during which the
         claim may be filed.  The  claimant  shall be  permitted  to examine all
         documents  pertinent  to the  claim and  shall be  permitted  to submit
         issues and comments regarding the claim to the Committee in writing.
                           (2) The Committee shall render its decision within 60
         days after  receipt  of the  application  for  review,  unless  special
         circumstances (such as the need to hold a hearing) require an extension
         of time for processing,  but not later than 120 days after receipt of a
         request for  review.  If an  extension  of time is  necessary,  written
         notice shall be  furnished  the claimant  before the  extension  period
         commences.
                           (3) The  Committee  shall  decide  whether  a hearing
         shall be held on the claim and,  if a hearing  is to be held,  it shall
         notify the  claimant in writing of the time and place for the  hearing.
         The claimant  and/or his duly authorized  representative  may appear at
         any such hearing.
                           (4) The decision of the  Committee on review shall be
         final and  binding,  and shall be  furnished to the claimant in writing
         within the time specified in paragraph 12.10(c)(2).  If the decision on
         review  denies  the  claim in whole or in part,  it shall  specify  the
         reasons for the decision in a manner calculated to be understood by the
         claimant,  and shall include references to the specific Plan provisions
         on which the decision is based.  The Committee  shall not be restricted
         in its review to those  provisions  of the Plan  cited in the  original
         denial of the claim.
                           (5) If the decision on review is not furnished by the
         Committee within the time specified in paragraph 12.10(c)(2), the claim
         shall be deemed denied on review.
SECTION 13

                      Amendment or Termination of the Plan

13.1     Amendment
                  The Board of Directors of the Company shall have  authority to
amend  this  Plan,  at any time and from time to time,  in whole or in part,  by
adopting a resolution setting forth such amendment.  Any such amendment shall be
binding upon all  Employers.  Such power to amend  includes  the right,  without
limitation,  to make retroactive amendments referred to in Section 401(b) of the
Code. Notwithstanding the foregoing, no amendment of the Plan shall be effective
to reduce the benefits of any Participant or his  beneficiary  accrued under the
Plan on the  effective  date of the  amendment,  except to the extent  that such
reduction is permitted by ERISA.

13.2     Plan Termination; Discontinuance of Contributions
(a)      The Company intends to continue the Plan on a permanent basis; however,
         the Board of  Directors  reserves  the power to  terminate  the Plan or
         discontinue  the Plan at any time with respect to any or all Employers.
         The  board  of  directors  of any  Employer  shall  have  the  power to
         discontinue  the Plan with respect to that Employer at any time. If the
         Plan is terminated or partially  terminated,  or if contributions of an
         Employer  are  completely  discontinued,  the  rights  of all  affected
         Participants in their Accounts shall thereupon  become  nonforfeitable,
         notwithstanding any other provisions of the Plan.
(b)      Anything in the Plan to the contrary notwithstanding, no Employer, upon
         any  such  termination  of the  Plan,  shall  have  any  obligation  or
         liability whatsoever to make any further payments (including all or any
         part of any contributions payable prior to any termination of the Plan)
         to the Trustee for benefits  under the Plan.  Neither the Trustee,  the
         Committee,  nor any Participant,  Employee, or Beneficiary,  shall have
         any  right to  compel  an  Employer  to make  any  payments  after  the
         termination of the Plan.
(c)      If the Plan is terminated in whole or in part, or if any Employer shall
         completely  discontinue its  contributions to the Plan, the Company may
         in its discretion,  (i) cause the Committee to direct that the Accounts
         of  each  Participant  shall  be  paid  in  cash  or  in  kind  to  the
         Participant,   or,  if  the  Participant  is  then  deceased,   to  his
         Beneficiary  pursuant to paragraph  8.5, if living,  or, if not, to the
         deceased Participant's spouse or if there is none, to the Participant's
         estate,  or (ii) direct that the  Committee  and the Fund will continue
         until  the  benefits  of each  Participant  have  been  distributed  in
         accordance with the Plan and applicable provisions of law.
SECTION 14

                            Miscellaneous Provisions

14.1     Nonreversion; Return of Contributions
(a)      Except as provided in this paragraph 14.1, the assets of the Plan shall
         never inure to the benefit of any  Employer,  and shall be held for the
         exclusive  purpose of  providing  benefits  to  Participants  and their
         beneficiaries,   and  for   defraying   the   reasonable   expenses  of
         administering the Plan.
(b)      In the case of an  Employer  contribution  which is made by  mistake of
         fact, this Section shall not prohibit the return of the contribution to
         the Employer within one year after the payment of the contribution.
(c)      If an Employer  contribution is conditioned  upon  qualification of the
         Plan  under  Section  401(a) of the Code,  or any  successor  provision
         thereto,  and if the Plan does not so qualify,  then this Section shall
         not prohibit the return of the  contribution to the Employer within one
         year after the date of denial of qualification of the Plan.
(d)      If an Employer  contribution is conditioned  upon the  deductibility of
         the  contribution  under  Section  404 of the  Code,  or any  successor
         provision thereto,  then to the extent such contribution is disallowed,
         this  Section  shall not  prohibit  the return to the  Employer  of the
         contribution  (to the  extent  disallowed),  within  one year after the
         disallowance.
14.2     Annuity Contracts
                  Any annuity contract  purchased by the Plan and distributed to
a Participant shall provide that the benefits under the contract are provided in
accordance with the applicable consent,  present value and other requirements of
Section 417(e) of the Code.

14.3     Plan Merger
                  In the event of any merger or  consolidation of the Plan with,
or  transfer in whole or in part of the assets or  liabilities  of the Trust to,
another trust fund held under any other plan of deferred compensation maintained
or to be established for the benefit of some or all of the  Participants of this
Plan,  the  assets  of the  Trust  applicable  to  such  Participants  shall  be
transferred  to the other trust fund only if such  Participant  would (if either
this Plan or the other Plan then terminated) receive a benefit immediately after
the  merger,  consolidation  or transfer  which is equal to or greater  than the
benefit he would have been  entitled to receive  immediately  before the merger,
consolidation or transfer (if this Plan had then terminated).

14.4     No Assignment or Alienation
                  Except as provided in a "qualified  domestic  relations order"
within the meaning of Section 414 (p) of the Code,  the benefits under this Plan
may not be assigned or alienated.

14.5     No Employment Contract
                  The  adoption  of this  Plan  is not a  contract  between  any
employer and any  employee,  nor does it give any employee any right to continue
employment  with any  employer,  or interfere  with the right of any employer to
discharge any employee with or without cause.

14.6     Communications
                  Each   Participant,   former   Participant,   beneficiary  and
dependent shall notify the  Administrator  in writing of each change in his post
office  address.  Any  communication,  statement or notice to such person by the
Employer, the Administrator, the Committee or the Trustee in connection with the
Plan shall be  sufficiently  given or  furnished if sent to such person by first
class mail, postage prepaid, addressed to him at his last post office address as
disclosed by the records of the Administrator.  The Employer, the Administrator,
the  Committee  and the  Trustee  shall have no  obligation  to search  for,  or
ascertain the whereabouts of, any such person.

14.7     Applicable Law
                  This  Plan  shall  be  construed,  administered  and  enforced
according to ERISA and, to the extent state law is applicable,  according to the
laws of the State of California.

14.8     Disqualification of an Employer
                  If, after initial qualification, it is finally determined that
the plan and the  trust of any  Employer  no  longer  meet the  requirements  of
Sections 401(a) and 501(a) of the Code, such Employer will no longer participate
in this Plan and Trust as of the date of disqualification, and the assets of the
Trust  allocable to the Employer  shall be segregated as soon as possible  after
the date of final determination of disqualification and held as a separate fund.

14.9     Successor to an Employer
(a)      Notwithstanding  any  provision  in the  Plan to the  contrary,  if any
         Employer becomes the successor to the business of another  company,  by
         whatever form or manner resulting, at a time when such other company is
         not an Employer  hereunder,  and employees of such other company become
         employees of the Employer,  the terms and  conditions  under which such
         employees may participate in this Plan shall be determined by the Board
         of Directors of the Company.
(b)      Provided  such action does not result in  discrimination  prohibited by
         Section 401(a) of the Code or in duplication of benefits,  the Board of
         Directors may waive or vary  requirements for participation in the Plan
         by such  employees  and/or may  provide  that  service  with such other
         company shall be considered  continuous  service with the Employers for
         any or all purposes of the Plan. 14.10 Military Duty

         Notwithstanding   any   provision   of  this  Plan  to  the   contrary,
contributions,  benefits and service  credit with respect to qualified  military
service will be provided in  accordance  with section  414(u) of the Code.  Loan
repayments  will be  suspended  under  this  Plan  as  permitted  under  section
414(u)(4) of the Code.

                                                     /s/ FRITZ COMPANIES, INC.

Date:  _______________                               By:
                                                    Its:
DOCSSF1:436761.7                                         85

                                                     APPENDIX A

DOCSSF1:436761.7

                                   APPENDIX A

                                     TO THE

                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                  As of January 1, 1995, the following entities have adopted the
Plan with the consent of the Company:

Arthur J. Fritz & Co.
Fritz Air Freight, Inc.
Fritz Transportation International
Fritz International Insurance Brokers
Fritz Container Line, Inc.
Frontier Freight Forwarders, Inc.
Mattoon & Company, Inc.
T.G. International Inc.
Air Compak International, Inc.

                  As of July 1, 1995, the following entities are Employers under
the Plan:

Air Compak International, Inc.
Arthur J. Fritz & Co.
Fritz Air Freight, Inc.
Fritz Transportation International
Fritz International Insurance Brokers
Fritz Container Line, Inc.
Frontier Freight Forwarders, Inc.
T.G. International Inc.
Unlimited Warehousing, Inc.
FNC International, Inc.
Logistics Service (U.S.A.) Co., Inc.
M.D.S. (Atlantic), Inc.
FCI Logistics, Inc.
Global Crating, Inc.
Fritz Export Packing, Inc.

 Effective January 1, 1996, Appendix A is amended by substituting the phrase
 "Logistics Service (U.S.A.)Co., Inc. (effective January 1, 1996) for the
 phrase "Logistics Service (U.S.A.) Co., Inc."

                  Effective January 1, 2000, the following entities are added:
Fritz Domestic Services
Fritz Government Services, Inc.
Wall Shipping Co., Inc.
Trade Management Services, Inc.
DOCSSF1:436761.7
5582-5 PB1                                                2

                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                          (January 1, 2000 Restatement)
TABLE OF CONTENTS
                                   (continued)

                                                                     Page

DOCSSF1:436761.7                                         -ii-
5582-5 PB1

                              FRITZ COMPANIES, INC.

                       SALARY INVESTMENT & RETIREMENT PLAN

                          (January 1, 2000 Restatement)

                                TABLE OF CONTENTS

                                                                      Page

DOCSSF1:436761.7                                           i

Preamble ................................................................1
SECTION 1...................................Definitions and Construction 2
SECTION 2.................................................Participation 11
SECTION 3..................................................Contribution 12
SECTION 4..........................................Participant Accounts 17
SECTION 5.......................................................Vesting 18
SECTION 6..................................Limitations on Contributions 23
SECTION 7.........................................Loans and Withdrawals 40
SECTION 8........................... ..........Distribution of Benefits 46
SECTION 9................................................Death Benefits 54
SECTION 10..............................................Top-Heavy Rules 58
SECTION 11......................................................Funding 62
SECTION 12..........................Plan Fiduciaries and Administration 63
SECTION 13.........................Amendment or Termination of the Plan 69
SECTION 14.....................................Miscellaneous Provisions 71
         71
DOCSSF1:440689.2

DOCSSF1:440689.2

An extra  section break has been inserted  above this  paragraph.  Do not delete
this   section   break   if  you   plan  to  add  text   after   the   Table  of
Contents/Authorities.    Deleting    this   break    will    cause    Table   of
Contents/Authorities  headers and footers to appear on any pages  following  the
Table of Contents/Authorities.