As filed with the Securities  and Exchange  Commission on September 23, 1998
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        CIRCLE INTERNATIONAL GROUP, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                              94-1740320
    (State or other jurisdiction                 (I.R.S. employer
 of incorporation or organization)            identification number)
          260 Townsend Street, San Francisco, California 94107-0933
             (Address of principal executive offices) (Zip Code)

                   CIRCLE INTERNATIONAL GROUP SAVINGS PLAN
                            (Full title of the plan)

                                  Peter Gibert
                        Circle International Group, Inc.
            260 Townsend Street, San Francisco, California 94107-0933
                   (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (415) 978-0600

                                    Copy to:
                             Robert H. Kennis, Esq.
                        Circle International Group, Inc.
            260 Townsend Street, San Francisco, California 94107-0933

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                  Proposed          Proposed
Title of                          Maximum           Maximum
Securities        Amount          Offering          Aggregate
to be             to be           Price             Offering       Amount of
Registered        Registered      Per Share*        Price*         Registration
--------------------------------------------------------------------------------

Common Stock      100,000 shares  $19.828125        $1,981,250     $585.00      
================================================================================
* Estimated  solely for the purpose of calculating the  registration  fee on the
basis of $19.828125, the average of the high and low prices for the Common Stock
on September 22, 1998 as reported by NASDAQ.
** 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>

              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  Annual  Report  on Form 10-K for The  Circle  International
Group,  Inc. (the  "Company")  for the fiscal year ended December 31, 1997 filed
pursuant to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act");  (ii) all reports filed by the Company pursuant to
Sections  13(a) or 15(d) of the  Exchange  Act since the end of the fiscal  year
covered by such Form 10-K;  and (iii) the  description  of the Company's  common
stock set forth in the  Company's  Registration  Statement  on Form 8-A relating
thereto,  including  any  amendment  or report filed for the purpose of updating
such  description.  All  documents  filed by the Company  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

Article  SIXTH of the  Company's  Certificate  of  Incorporation  provides  that
directors of the Company  shall not be  personally  liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the fullest  extent  permitted  by the General  Corporation  Law of the State of
Delaware (the "DGCL").

Article V of the Company's Bylaws provides for  indemnification  of officers and
directors to the full extent and in the manner permitted by Delaware law.

Section  145 of the  DGCL  makes  provision  for such  indemnification  in terms
sufficiently  broad to cover officers and directors under certain  circumstances
for liabilities arising under the Securities Act of 1933.

The Company has entered into  indemnification  agreements with each director and
officer which provide indemnification under certain circumstances.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

                                       2
<PAGE>

ITEM 8.   EXHIBITS

4.1  Circle International Group Savings Plan, as amended.

5.1  Undertaking re Status of Favorable Determination Letter Covering the Plan.

     Circle  International  Group,  Inc. (the  "Company") will submit the Circle
     International  Group  Savings  Plan (the  "Plan") to the  Internal  Revenue
     Service (the "IRS") with a request for a favorable  determination  that the
     Plan qualifies under section 401(a) and related  provisions of the Internal
     Revenue  Code of 1986,  as  amended,  and to make such  changes to the Plan
     required by the IRS in order to receive such favorable determination.

5.2  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Independent Auditors.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.2.

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)(1)(i) and (a)(1)(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
<PAGE>

          (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 the
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.


                                       4
<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 24th day of
August, 1998.

Circle International Group, Inc.
      (Registrant)


/s/ Peter Gibert
------------------------------------
Peter Gibert
Chairman of the Board of Directors,


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:



/s/ Peter Gibert
------------------------------------
Peter Gibert                         Chairman of the         August 24, 1998
                                     Board of Directors

Principal Financial Officer and
Accounting Officer:



/s/ Janice Kerti
------------------------------------
Janice Kerti                         Senior Vice President,  August 24, 1998
                                     Chief Financial Officer



                                       5
<PAGE>

Directors:


/s/ David I. Beatson
------------------------------------
          David I. Beatson                      Director    August 24, 1998


/s/ Wesley J. Fastiff
------------------------------------
          Wesley J. Fastiff                     Director    August 24, 1998


/s/ Peter Gibert
------------------------------------
            Peter Gibert                        Director    August 24, 1998


/s/ Edwin J. Holman
------------------------------------
           Edwin J. Holman                      Director    August 24, 1998


/s/ John M. Kaiser
------------------------------------
           John M. Kaiser                       Director    August 24, 1998


/s/ John M. Lillie
------------------------------------
           John M. Lillie                       Director    August 24, 1998


/s/ Ray C. Robinson, Jr.
------------------------------------
        Ray C. Robinson, Jr.                    Director    August 24, 1998


/s/ Frank J. Wezniak
------------------------------------
          Frank J. Wezniak                      Director    August 24, 1998

A majority of the members of the Board of Directors.




                                       6
<PAGE>

THE PLAN

Pursuant to the  requirements  of the  Securities Act of 1933, the Plan 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 24th day of August, 1998.

CIRCLE INTERNATIONAL GROUP SAVINGS PLAN

Signature                                 Title                    Date


/s/ Robert H. Kennis                   Member of the            August 24, 1998
------------------------------------
Robert H. Kennis                       Savings Plan Committee


/s/ Rae Fawcett                        Member of the            August 24, 1998
------------------------------------
Rae Fawcett                            Savings Plan Committee


/s/ Janice Kerti                       Member of the            August 24, 1998
------------------------------------
Janice Kerti                           Savings Plan Committee


/s/ Mark R. Kailor                     Member of the            August 24, 1998
------------------------------------
Mark R. Kailor                         Savings Plan Committee


/s/ Gary VanNostern                    Member of the            August 24, 1998
------------------------------------
Gary VanNostern                        Savings Plan Committee


/s/ Randy T. Clark                     Member of the            August 24, 1998
------------------------------------
Randy T. Clark                         Savings Plan Committee


A  majority  of the  members  of the  Savings  Plan  Committee  for  the  Circle
International Group Savings Plan.


                                       7
<PAGE>

                                  EXHIBIT INDEX

4.1  Circle International Group Savings Plan, as amended.

5.1  Undertaking re Status of Favorable  Determination  Letter Covering the Plan
     (See Item 8 of this Registration Statement).

5.2  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Independent Auditors.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1.



                                       8
<PAGE>

                                                                     Exhibit 4.1

                    The Harper Group Savings Plan and Trust

              As Amended and Restated Effective November 1, 1993

The Harper Group,  Inc.  previously  established The Harper Group Profit Sharing
and Tax Shelter  Investment  Plan, as renamed  effective  November 1, 1993,  The
Harper Group  Savings Plan for the benefit of eligible  employees of the Company
and its participating affiliates. The Plan is intended to constitute a qualified
profit  sharing  plan,  as described in Code section  401(a),  which  includes a
qualified cash or deferred arrangement, as described in Code section 401(k).

The  provisions of this Plan and Trust  relating to the Trustee  constitute  the
trust agreement which is entered into by and between The Harper Group,  Inc. and
Wells Fargo Bank, National  Association.  The Trust is intended to be tax exempt
as described under Code section 501(a).

The Plan  constitutes  an amendment and  restatement  of The Harper Group Profit
Sharing and Tax Shelter  Investment Plan, as renamed effective November 1, 1993,
The Harper Group Savings Plan which was originally  established  effective as of
November 19, 1973, and its related trust agreement.

The Harper  Group  Savings  Plan and Trust,  as set forth in this  document,  is
hereby amended and restated effective as of November 1, 1993.

Date:                           , 19      The Harper Group, Inc.
      --------------------------    ----
                                          By:
                                             -----------------------------------

                                            Title:
                                                  ------------------------------

The trust  agreement set forth in those  provisions of this Plan and Trust which
relate to the Trustee is hereby executed.

Date:                           , 19      Wells Fargo Bank, National Association
      --------------------------    ----


                                           By:
                                              ----------------------------------

                                             Title:
                                                   -----------------------------

Date:                           , 19      Wells Fargo Bank, National Association
      --------------------------    ----


                                           By:
                                              ----------------------------------

                                             Title:
                                                   -----------------------------



                                       9
<PAGE>

                                TABLE OF CONTENTS

1     DEFINITIONS...........................................................14
      -----------

2     ELIGIBILITY...........................................................22
      -----------
      2.1   Eligibility.....................................................22
      2.2   Ineligible Employees............................................22
      2.3   Ineligible or Former Participants...............................22

3     PARTICIPANT CONTRIBUTIONS.............................................23
      -------------------------
      3.1   Pre-Tax Contribution Election...................................23
      3.2   Changing a Contribution Election................................23
      3.3   Revoking and Resuming a Contribution Election...................23
      3.4   Contribution Percentage Limits..................................23
      3.5   Refunds When Contribution Dollar Limit Exceeded.................24
      3.6   Timing, Posting and Tax Considerations..........................24

4     ROLLOVERS & TRUST-TO-TRUST TRANSFERS..................................25
      ------------------------------------
      4.1   Rollovers.......................................................25
      4.2   Transfers From Other Qualified Plans............................25

5     EMPLOYER CONTRIBUTIONS................................................26
      ----------------------
      5.1   Company Match Contributions.....................................26
      5.2   Profit Sharing Contributions....................................27

6     ACCOUNTING............................................................28
      ----------
      6.1   Individual Participant Accounting...............................28
      6.2   Sweep Account is Transaction Account............................28
      6.3   Trade Date Accounting and Investment Cycle......................28
      6.4   Accounting for Investment Funds.................................28
      6.5   Payment of Fees and Expenses....................................28
      6.6   Accounting for Participant Loans................................29
      6.7   Error Correction................................................29
      6.8   Participant Statements..........................................29
      6.9   Special Accounting During Conversion Period.....................30
      6.10  Accounts for QDRO Beneficiaries.................................30

7     INVESTMENT FUNDS AND ELECTIONS........................................31
      ------------------------------
      7.1   Investment Funds................................................31
      7.2   Investment Fund Elections.......................................31
      7.3   Responsibility for Investment Choice............................31
      7.4   Default if No Election..........................................31
      7.5   Timing..........................................................32
      7.6   Switching Fees..................................................32


                                       10
<PAGE>

8     VESTING & FORFEITURES.................................................33
      ---------------------
      8.1   Fully Vested Contribution Accounts..............................33
      8.2   Full Vesting upon Certain Events................................33
      8.3   Vesting Schedule................................................33
      8.4   Forfeitures.....................................................33
      8.5   Rehired Employees...............................................34

9     PARTICIPANT LOANS.....................................................35
      -----------------
      9.1   Participant Loans Permitted.....................................35
      9.2   Loan Funding Limits.............................................35
      9.3   Maximum Number of Loans.........................................35
      9.4   Source of Loan Funding..........................................35
      9.5   Interest Rate...................................................36
      9.6   Repayment.......................................................36
      9.7   Repayment Hierarchy.............................................36
      9.8   Loan Application, Note and Security.............................36
      9.9   Default, Suspension and Call Feature............................36
      9.10  Spousal Consent.................................................37

10    IN-SERVICE WITHDRAWALS................................................38
      ----------------------
      10.1  Hardship Withdrawals............................................38
      10.2  Rollover Account Withdrawals....................................39
      10.3  Over Age 70 1/2 Withdrawals.....................................40
      10.4  Withdrawal Processing...........................................40
      10.5  Spousal Consent.................................................41

11    DISTRIBUTIONS ONCE EMPLOYMENT ENDS....................................42
      ----------------------------------
      11.1  Benefit Election................................................42
      11.2  Payment Form and Medium.........................................42
      11.3  Small Amounts Paid Immediately..................................43
      11.4  Deemed Distribution.............................................43
      11.5  Latest Commencement Permitted...................................43
      11.6  Payment Within Life Expectancy..................................43
      11.7  Incidental Benefit Rule.........................................43
      11.8  Payment to Beneficiary..........................................43
      11.9  Beneficiary Designation.........................................44
      11.10 Spousal Consent.................................................44

12    ADP AND ACP TESTS.....................................................45
      -----------------
      12.1  Contribution Limitation Definitions.............................45
      12.2  ADP and ACP Tests...............................................47
      12.3  Correction of ADP and ACP Tests.................................48
      12.4  Multiple Use Test...............................................48
      12.5  Correction of Multiple Use Test.................................49
      12.6  Adjustment for Investment Gain or Loss..........................49
      12.7  Testing Responsibilities and Required Records...................49
      12.8  Separate Testing................................................49

                                       11
<PAGE>

13    MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS..........................50
      --------------------------------------------
      13.1  "Annual Addition" Defined.......................................50
      13.2  Maximum Annual Addition.........................................50
      13.3  Avoiding an Excess Annual Addition..............................50
      13.4  Correcting an Excess Annual Addition............................50
      13.5  Correcting a Multiple Plan Excess...............................50
      13.6  "Defined Benefit Fraction" Defined..............................51
      13.7  "Defined Contribution Fraction" Defined.........................51
      13.8  Combined Plan Limits and Correction.............................51

14    TOP HEAVY RULES.......................................................52
      ---------------
      14.1  Top Heavy Definitions...........................................52
      14.2  Special Contributions...........................................53
      14.3  Adjustment to Combined Limits for Different Plans...............53

15    PLAN ADMINISTRATION...................................................54
      -------------------
      15.1  Plan Delineates Authority and Responsibility....................54
      15.2  Fiduciary Standards.............................................54
      15.3  Company is ERISA Plan Administrator.............................54
      15.4  Administrator Duties............................................54
      15.5  Advisors May be Retained........................................55
      15.6  Delegation of Administrator Duties..............................55
      15.7  Committee Operating Rules.......................................56

16    MANAGEMENT OF INVESTMENTS.............................................57
      -------------------------
      16.1  Trust Agreement.................................................57
      16.2  Investment Funds................................................57
      16.3  Authority to Hold Cash..........................................57
      16.4  Trustee to Act Upon Instructions................................58
      16.5  Administrator Has Right to Vote Registered Investment
            Company Shares..................................................58
      16.6  Custom Fund Investment Management...............................58
      16.7  Authority to Segregate Assets...................................59
      16.8  Maximum Permitted Investment in Company Stock...................59
      16.9  Participants Have Right to Vote and Tender Company Stock........59
      16.10 Registration and Disclosure for Company Stock...................59

17    TRUST ADMINISTRATION..................................................60
      --------------------
      17.1  Trustee to Construe Trust.......................................60
      17.2  Trustee To Act As Owner of Trust Assets.........................60
      17.3  United States Indicia of Ownership..............................60
      17.4  Tax Withholding and Payment.....................................60
      17.5  Trustee Duties and Limitations..................................61
      17.6  Trust Accounting................................................61
      17.7  Valuation of Certain Assets.....................................61
      17.8  Legal Counsel...................................................62
      17.9  Fees and Expenses...............................................62

                                       12
<PAGE>

18    RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION.....................63
      -------------------------------------------------
      18.1  Plan Does Not Affect Employment Rights..........................63
      18.2  Limited Return of Contributions.................................63
      18.3  Assignment and Alienation.......................................63
      18.4  Facility of Payment.............................................64
      18.5  Reallocation of Lost Participant's Accounts.....................64
      18.6  Claims Procedure................................................64
      18.7  Construction....................................................65
      18.8  Jurisdiction and Severability...................................65
      18.9  Indemnification by Employer.....................................65

19    AMENDMENT, MERGER, DIVESTITURES AND TERMINATION.......................66
      -----------------------------------------------
      19.1  Amendment.......................................................66
      19.2  Merger..........................................................66
      19.3  Divestitures....................................................66
      19.4  Plan Termination................................................67
      19.5  Amendment and Termination Procedures............................67
      19.6  Termination of Employer's Participation.........................68
      19.7  Replacement of the Trustee......................................68
      19.8  Final Settlement and Accounting of Trustee......................68

APPENDIX A - INVESTMENT FUNDS...............................................69

APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES..............................71

APPENDIX C - LOAN INTEREST RATE.............................................72

Amendment No. 1.............................................................73

Amendment No. 2.............................................................76

Amendment No. 3.............................................................78

                                       13
<PAGE>

1    DEFINITIONS
     -----------

     When capitalized,  the words and phrases below have the following  meanings
     unless different meanings are clearly required by the context:

     1.1  "Account".  The records  maintained  for purposes of accounting  for a
          Participant's  interest in the Plan. "Account" may refer to one or all
          of the  following  accounts  which  have been  created  on behalf of a
          Participant to hold specific types of Contributions under the Plan:

               (a)  "Pre-Tax  Account".  An  account  created  to  hold  Pre-Tax
                    Contributions.

               (b)  "Rollover  Account".  An account  created  to hold  Rollover
                    Contributions.

               (c)  "Company Match Account".  An account created to hold Company
                    Match Contributions.

               (d)  "Profit Sharing Account".  An account created to hold Profit
                    Sharing Contributions.

     1.2  "ACP" or "Average Contribution Percentage".  The percentage calculated
          in accordance with Section 12.1.

     1.3  "Administrator".  The Company,  which may delegate all or a portion of
          the  duties  of the  Administrator  under the Plan to a  Committee  in
          accordance with Section 15.6.

     1.4  "ADP" or "Average Deferral  Percentage".  The percentage calculated in
          accordance with Section 12.1.

     1.5  "Beneficiary".  The person or persons who is to receive benefits after
          the death of the Participant pursuant to the "Beneficiary Designation"
          paragraph in Section 11, or as a result of a QDRO.

     1.6  "Break in Service".  The fifth  anniversary  (or sixth  anniversary if
          absence from  employment  was due to a Parental  Leave) of the date on
          which a Participant's employment ends.

     1.7  "Code".  The Internal  Revenue Code of 1986, as amended.  Reference to
          any  specific  Code section  shall  include  such  section,  any valid
          regulation promulgated thereunder, and any comparable provision of any
          future  legislation   amending,   supplementing  or  superseding  such
          section.

     1.8  "Committee".  If applicable, the committee which has been appointed by
          the Company to administer the Plan in accordance with Section 15.6.

     1.9  "Company". The Harper Group, Inc. or any successor by merger, purchase
          or otherwise.

                                       14
<PAGE>

     1.10 "Company  Stock".   Shares  of  common  stock  of  the  Company,   its
          predecessor(s),  or its successors or assigns, or any corporation with
          or  into  which  said  corporation  may  be  merged,  consolidated  or
          reorganized, or to which a majority of its assets may be sold.

     1.11 "Compensation".  The sum of a Participant's  Taxable Income and salary
          reductions, if any, pursuant to Code sections 125, 402(e)(3),  402(h),
          403(b), 414(h)(2) or 457.

          For purposes of determining benefits under this Plan,  Compensation is
          limited to $200,000  (as  indexed  for the cost of living  pursuant to
          Code sections  401(a)(17)  and 415(d)) per Plan Year.  For purposes of
          determining  benefits under this Plan for Plan Years  beginning  after
          December 31, 1993, Compensation is limited to $150,000 (as indexed for
          the cost of living  pursuant to Code sections  401(a)(17)  and 415(d))
          per Plan Year.

          For purposes of the preceding sentences,  in the case of an HCE who is
          a 5% Owner or one of the 10 most  highly  compensated  Employees,  (i)
          such HCE and such  HCE's  family  group (as  defined  below)  shall be
          treated as a single employee and the Compensation of each family group
          member shall be aggregated with the Compensation of such HCE, and (ii)
          the limitation on  Compensation  shall be allocated among such HCE and
          his or her family group  members in  proportion  to each  individual's
          Compensation before the application of this sentence.  For purposes of
          this Section,  the term "family group" shall mean an Employee's spouse
          and lineal  descendants  who have not attained age 19 before the close
          of the year in question.

          For the purpose of determining  HCEs and key  employees,  Compensation
          for the entire Plan Year shall be used. For the purpose of determining
          ADP and ACP,  Compensation  shall be  limited  to  amounts  paid to an
          Eligible Employee while a Participant.

     1.12 "Contribution".  An amount  contributed to the Plan by the Employer or
          an  Eligible   Employee,   and  allocated  by  contribution   type  to
          Participants' Accounts, as described in Section 1.1. Specific types of
          contribution include:

          (a)  "Pre-Tax Contribution".  An amount contributed by the Employer on
               an  eligible   Participant's   behalf  in   conjunction   with  a
               Participant's Code section 401(k) salary deferral election.

          (b)  "Rollover  Contribution".  An amount  contributed  by an Eligible
               Employee which originated from another employer's qualified plan.

          (c)  "Company  Match  Contribution".  An  amount  contributed  by  the
               Employer  on an  eligible  Participant's  behalf  based  upon the
               amount contributed by the eligible Participant.

                                       15
<PAGE>

          (d)  "Profit  Sharing  Contribution".  An  amount  contributed  by the
               Employer on an eligible  Participant's  behalf and allocated on a
               pay based formula to the Participant.

               Effective  January 1, 1994, an amount  previously  contributed by
               the Employer on an eligible Participant's behalf and allocated on
               a  pay  based  formula  to  the  Participant  under  former  Plan
               provisions, which continue to be accounted for in the Plan.

     1.13 "Contribution   Dollar  Limit".   The  annual  limit  placed  on  each
          Participant's  Pre-Tax  Contributions,   which  shall  be  $7,000  per
          calendar  year (as  indexed  for the cost of living  pursuant  to Code
          section  402(g)(5)  and  415(d)).  For  purposes  of this  Section,  a
          Participant's  Pre-Tax  Contributions  shall  include (i) any Employer
          contribution made under any qualified cash or deferred  arrangement as
          defined in Code section  401(k) to the extent not  includible in gross
          income  for  the  taxable  year  under  Code   section   402(e)(3)  or
          402(h)(1)(B)  (determined without regard to Code section 402(g)),  and
          (ii) any Employer  contribution to purchase an annuity  contract under
          Code section  403(b) under a salary  reduction  agreement  (within the
          meaning of Code section 3121(a)(5)(D)).

     1.14 "Direct Rollover".  A payment from the Plan to an Eligible  Retirement
          Plan specified by a Distributee.

     1.15 "Disability".  A Participant's total and permanent, mental or physical
          disability  resulting in  termination  of  employment  as evidenced by
          presentation of medical evidence satisfactory to the Administrator.

     1.16 "Distributee". An Employee or former Employee, the surviving spouse of
          an Employee  or former  Employee  and a spouse or former  spouse of an
          Employee or former Employee  determined to be an alternate payee under
          a QDRO.

     1.17 "Effective Date". November 1, 1993, unless stated otherwise and except
          that  provisions  related to Company Match  Contributions  and related
          Accounts  are  effective  January  1,  1994.  The date upon  which the
          provisions  of  this  document  become  effective.   In  general,  the
          provisions  of  this  document  only  apply  to  Participants  who are
          Employees on or after the  Effective  Date.  However,  investment  and
          distribution   provisions  apply  to  all  Participants  with  Account
          balances to be invested or distributed after the Effective Date.

     1.18 "Eligible Employee". An Employee of an Employer, except any Employee:

          (a)  who is  treated  as an  Employee  because  he or she is a  Leased
               Employee

          (b)  who is a  nonresident  alien who (i)  either  receives  no earned
               income  (within  the  meaning of Code  section  911(d)(2)),  from
               sources within the United States under Code section 861(a)(3); or
               (ii)  receives  such earned  income from such sources  within the
               United States but such income is exempt from United States income
               tax under an applicable income tax convention; or

          (c)  who is a summer student.


                                       16
<PAGE>

     1.19 "Eligible Retirement Plan". An individual retirement account described
          in Code section 408(a), an individual  retirement annuity described in
          Code section 408(b), an annuity plan described in Code section 403(a),
          or a qualified trust described in Code section 401(a),  that accepts a
          Distributee's Eligible Rollover Distribution,  except that with regard
          to  an  Eligible  Rollover  Distribution  to a  surviving  spouse,  an
          Eligible  Retirement  Plan  is an  individual  retirement  account  or
          individual retirement annuity.

     1.20 "Eligible Rollover Distribution". A distribution of all or any portion
          of  the  balance  to  the  credit  of  a   Distributee,   excluding  a
          distribution  that  is (i)  one of a  series  of  substantially  equal
          periodic  payments (not less  frequently  than  annually) made for the
          life (or life  expectancy)  of a  Distributee  or the joint  lives (or
          joint  life  expectancies)  of a  Distributee  and  the  Distributee's
          designated  Beneficiary,  or for a  specified  period  of ten years or
          more; (ii) a distribution to the extent such  distribution is required
          under Code section 401(a)(9);  and (iii) the portion of a distribution
          that is not includible in gross income  (determined  without regard to
          the exclusion for net unrealized appreciation with respect to Employer
          securities).

     1.21 "Employee". An individual who is:

          (a)  directly  employed by any Related Company and for whom any income
               for such employment is subject to withholding of income or social
               security taxes, or

          (b)  a Leased Employee.

     1.22 "Employer". The Company and any Subsidiary or other Related Company of
          either the  Company or a  Subsidiary  which  adopts this Plan with the
          approval of the Company.

     1.23 "ERISA".  The Employee  Retirement  Income  Security  Act of 1974,  as
          amended. Reference to any specific section shall include such section,
          any  valid  regulation  promulgated  thereunder,  and  any  comparable
          provision  of  any  future  legislation  amending,   supplementing  or
          superseding such section.

     1.24 "Forfeiture   Account".   An  account  holding  amounts  forfeited  by
          Participants who have left the Employer,  invested in interest bearing
          deposits of the Trustee,  pending disposition as provided in this Plan
          and Trust and as directed by the Administrator.

     1.25 "HCE" or "Highly  Compensated  Employee".  An Employee  described as a
          Highly Compensated Employee in Section 12.

     1.26 "Hour of Service". Each hour for which an Employee is entitled to:

          (a)  payment for the performance of duties for any Related Company;


                                       17
<PAGE>

          (b)  payment from any Related  Company for any period  during which no
               duties are  performed  (irrespective  of whether  the  employment
               relationship has terminated) due to vacation,  holiday, sickness,
               incapacity (including disability), layoff, leave of absence, jury
               duty or military service;

          (c)  back pay,  irrespective  of  mitigation  of damages,  by award or
               agreement  with any  Related  Company  (and these  hours shall be
               credited to the period to which the agreement pertains); or

          (d)  no payment,  but is on a Leave of Absence  (and these hours shall
               be based upon his or her normally  scheduled  hours per week or a
               40 hour week if there is no regular schedule).

          The crediting of hours for which no duties are  performed  shall be in
          accordance with Department of Labor regulation sections 2530.200b-2(b)
          and (c).  Actual  hours shall be used  whenever an accurate  record of
          hours are maintained for an Employee.  Otherwise, an equivalent number
          of hours  shall be  credited  for each  payroll  period  in which  the
          Employee  would be credited with at least 1 hour.  The payroll  period
          equivalencies  are 45  hours  weekly,  90  hours  biweekly,  95  hours
          semimonthly and 190 hours monthly.

          An  Employee's  service with a predecessor  or acquired  company shall
          only be  counted in the  determination  of his or her Hours of Service
          for  eligibility  and/or vesting  purposes if (1) the Company  directs
          that credit for such  service be granted,  or (2) a qualified  plan of
          the predecessor or acquired company is subsequently  maintained by any
          Employer or Related Company.

     1.27 "Ineligible".  The Plan status of an  individual  during the period in
          which he or she is (1) an Employee of a Related  Company  which is not
          then an Employer,  (2) an Employee,  but not an Eligible Employee,  or
          (3) not an Employee.

     1.28 "Investment  Fund" or  "Fund".  An  investment  fund as  described  in
          Section 16.2. The Investment Funds authorized by the  Administrator as
          of the Effective Date are as set forth in Appendix A.

     1.29 "Leased  Employee".  An individual  who is deemed to be an employee of
          any Related Company as provided in Code section 414(n) or (o).

     1.30 "Leave of Absence".  A period  during which an individual is deemed to
          be an Employee,  but is absent from active  employment,  provided that
          the absence:

          (a)  was authorized by a Related Company; or

          (b)  was due to military service in the United States armed forces and
               the  individual  returns to active  employment  within the period
               during which he or she retains  employment  rights under  federal
               law.

     1.31 "Loan Account". The record maintained for purposes of accounting for a
          Participant's loan and payments of principal and interest thereon.

                                       18
<PAGE>

     1.32 "NHCE" or "Non-Highly  Compensated Employee". An Employee described as
          a Non-Highly Compensated Employee in Section 12.

     1.33 "Normal Retirement Date". The date of a Participant's 65th birthday.

     1.34 "Owner". A person with an ownership interest in the capital,  profits,
          outstanding  stock or voting  power of a Related  Company  within  the
          meaning of Code section 318 or 416 (which exclude  indirect  ownership
          through a qualified plan).

     1.35 "Parental  Leave".  The  period  of  absence  from  work by  reason of
          pregnancy,  the birth of an Employee's child, the placement of a child
          with the Employee in connection with the child's  adoption,  or caring
          for such child  immediately  after birth or  placement as described in
          Code section 410(a)(5)(E).

     1.36 "Participant".  An Eligible  Employee who begins to participate in the
          Plan after  completing the  eligibility  requirements  as described in
          Section 2.1. An Eligible  Employee  who makes a Rollover  Contribution
          prior to  completing  the  eligibility  requirements  as  described in
          Section 2.1 shall also be considered a Participant except for purposes
          of  provisions  related  to  Contributions   (other  than  a  Rollover
          Contribution).  A Participant's  participation  continues until his or
          her employment with all Related  Companies ends and his or her Account
          is distributed or forfeited.

     1.37 "Pay". The base pay, overtime, shift differential and commissions paid
          to an Eligible Employee by an Employer while a Participant  during the
          current period.

          Pay is  neither  increased  nor  decreased  by any  salary  credit  or
          reduction  pursuant to Code sections 125 or 402(e)(3).  Pay is limited
          to  $200,000  (as  indexed  for the cost of  living  pursuant  to Code
          sections  401(a)(17)  and  415(d))  per Plan  Year.  Pay is limited to
          $150,000 (as indexed for the cost of living  pursuant to Code sections
          401(a)(17)  and  415(d))  per  Plan  Year  effective  for  Plan  Years
          beginning after December 31, 1993.

          For   purposes  of   Contributions   described  in  Section  5.2,  the
          limitations as described in the third  paragraph of Section 1.11 shall
          also apply.

     1.38 "Period of Employment".  The period  beginning on the date an Employee
          first  performs  an hour of service  and ending on the date his or her
          employment  ends.  Employment  ends on the  date the  Employee  quits,
          retires, is discharged,  dies or (if earlier) the first anniversary of
          his or her  absence  for any  other  reason.  The  period  of  absence
          starting with the date an Employee's  employment  temporarily ends and
          ending  on  the  date  he or  she is  subsequently  reemployed  is (1)
          included in his or her Period of  Employment  if the period of absence
          does not exceed one year,  and (2) excluded if such period exceeds one
          year.

          Period of Employment includes the period prior to a Break in Service.


                                       19
<PAGE>

          An  Employee's  service with a predecessor  or acquired  company shall
          only  be  counted  in  the  determination  of his  or  her  Period  of
          Employment for eligibility  and/or vesting purposes if (1) the Company
          directs  that credit for such  service be granted,  or (2) a qualified
          plan of the predecessor or acquired company is subsequently maintained
          by any Employer or Related Company.

     1.39 "Plan".  The Harper Group Savings Plan set forth in this document,  as
          from time to time amended.

     1.40 "Plan Year". The annual  accounting period of the Plan and Trust which
          ends on each December 31.

     1.41 "QDRO".  A  domestic  relations  order  which  the  Administrator  has
          determined  to be a  qualified  domestic  relations  order  within the
          meaning of Code section 414(p).

     1.42 "Related Company". With respect to any Employer, that Employer and any
          corporation,  trade or business which is, together with that Employer,
          a member  of the same  controlled  group of  corporations,  a trade or
          business under common control,  or an affiliated  service group within
          the meaning of Code section 414(b), (c), (m) or (o).

     1.43 "Settlement  Date".  For each Trade Date,  the Trustee's next business
          day.

     1.44 "Spousal  Consent".  The  written  consent  given  by  a  spouse  to a
          Participant's  election  or waiver  of a  specified  form of  benefit,
          including a loan or in-service withdrawal, or Beneficiary designation.
          The spouse's  consent must acknowledge the effect on the spouse of the
          Participant's election, waiver or designation and be duly witnessed by
          a notary public.  Spousal  Consent shall be valid only with respect to
          the spouse who signs the Spousal  Consent and only for the  particular
          choice made by the  Participant  which  requires  Spousal  Consent.  A
          Participant  may revoke  (without  Spousal  Consent) a prior election,
          waiver or designation that required Spousal Consent at any time before
          payments  begin.  Spousal  Consent also means a  determination  by the
          Administrator  that there is no spouse,  the spouse cannot be located,
          or such other circumstances as may be established by applicable law.

     1.45 "Subsidiary".  A  company  which  is 50% or more  owned,  directly  or
          indirectly, by the Company.

     1.46 "Sweep Account".  The subsidiary Account for each Participant  through
          which all  transactions  are processed,  which is invested in interest
          bearing deposits of the Trustee.

     1.47 "Sweep Date". The cut off date and time for receiving instructions for
          transactions to be processed on the next Trade Date.

     1.48 "Taxable Income".  Compensation in the amount reported by the Employer
          as "Wages,  tips,  other  compensation"  on Form W-2, or any successor
          method of reporting under Code section 6041(d).



                                       20
<PAGE>

     1.49 "Trade  Date".  Each day the  Investment  Funds are  valued,  which is
          normally every day the assets of such Funds are traded.

     1.50 "Trust". The legal entity created by those provisions of this document
          which relate to the  Trustee.  The Trust is part of the Plan and holds
          the Plan assets which are comprised of the aggregate of  Participants'
          Accounts,  any  unallocated  funds invested in deposit or money market
          type  assets   pending   allocation  to   Participant's   Accounts  or
          disbursement to pay Plan fees and expenses and the Forfeiture Account.

     1.51 "Trustee". Wells Fargo Bank, National Association.

     1.52 "Year of Vesting  Service".  Effective for Employees hired on or after
          January,  1994,  a 12  month  Period  of  Employment  and the same for
          Employees hired before January 1, 1994, except to the extent described
          below.

          Notwithstanding,  if it would provide a more favorable  result for the
          Employee,  for  service  prior to January  1, 1994,  a Year of Vesting
          Service for periods  prior to November 1, 1993,  is a 12 month  period
          ending  on the  last day of any Plan  Year in  which  an  Employee  is
          credited with at least 1,000 Hours of Service, plus two months.

          Years of Vesting  Service  shall  include  service  credited  prior to
          November 19, 1973.



                                       21
<PAGE>

2    ELIGIBILITY
     -----------

     2.1 Eligibility

          All   Participants  as  of  November  1,  1993  shall  continue  their
          eligibility to participate.  Each other Eligible Employee shall become
          a  Participant  on the first  January 1, April 1, July 1, or October 1
          after  the date he or she  attains  age 18,  and  completes  a 6 month
          Period of  Employment.  The  eligibility  period begins on the date an
          Employee's Period of Employment commences.

     2.2  Ineligible Employees

          If an Employee  completes the above eligibility  requirements,  but is
          Ineligible at the time  participation  would otherwise begin (if he or
          she were not Ineligible),  he or she shall become a Participant on the
          first subsequent date on which he or she is an Eligible Employee.

     2.3 Ineligible or Former Participants

          A  Participant  may not  make or  share  in  Plan  Contributions,  nor
          generally be eligible for a new Plan loan, during the period he or she
          is Ineligible,  but he or she shall  continue to  participate  for all
          other purposes. An Ineligible  Participant or former Participant shall
          automatically become an active Participant on the date he or she again
          becomes an Eligible Employee.



                                       22
<PAGE>

3    PARTICIPANT CONTRIBUTIONS
     -------------------------

     3.1  Pre-Tax Contribution Election

          Upon becoming a Participant,  an Eligible Employee may elect to reduce
          his or her Pay by an amount  which does not  exceed  the  Contribution
          Dollar  Limit,   within  the  limits  described  in  the  Contribution
          Percentage  Limits  paragraph  of this Section 3, and have such amount
          contributed to the Plan by the Employer as a Pre-Tax Contribution. The
          election shall be made as a whole percentage of Pay in such manner and
          with such advance  notice as  prescribed by the  Administrator.  In no
          event shall an Employee's Pre-Tax Contributions under the Plan and all
          other plans, contracts or arrangements of all Related Companies exceed
          the  Contribution   Dollar  Limit  for  the  Employee's  taxable  year
          beginning in the Plan Year.

     3.2  Changing a Contribution Election

          A  Participant  who is an  Eligible  Employee  may  change  his or her
          Pre-Tax Contribution election as of any January 1, April 1, July 1, or
          October 1 in such manner and with such advance notice as prescribed by
          the Administrator.  The changed percentage shall become effective with
          the first  payroll  paid after such date.  Participants'  Contribution
          election  percentages  shall  automatically  apply to Pay increases or
          decreases.

     3.3  Revoking and Resuming a Contribution Election

          A Participant may revoke his or her Contribution  election at any time
          in such manner as prescribed by the  Administrator,  and such election
          shall be effective as soon as administratively feasible. A Participant
          may contribute again by making a new Contribution election at the same
          time and in the same manner in which a  Participant  may change his or
          her election.

     3.4  Contribution Percentage Limits

          The Administrator may establish and change from time to time,  without
          the necessity of amending this Plan and Trust  document,  the minimum,
          if  applicable,   and  maximum   Pre-Tax   Contribution   percentages,
          prospectively or retrospectively  (for the current Plan Year), for all
          Participants.  In addition,  the Administrator may establish any lower
          percentage  limits  for  Highly  Compensated  Employees  as  it  deems
          necessary.   As  of  the  Effective  Date,  the  maximum  Contribution
          percentages are:

                                              Highly
                       Contribution         Compensated         All Other
                           Type              Employees         Participants
                           ----              ---------         ------------
                          Pre-Tax               10%                15%


                                       23
<PAGE>

          Irrespective   of  the  limits   that  may  be   established   by  the
          Administrator in accordance with this paragraph, in no event shall the
          contributions  made by or on behalf of a  Participant  for a Plan Year
          exceed the maximum allowable under Code section 415.


     3.5  Refunds When Contribution Dollar Limit Exceeded

          A Participant who makes Pre-Tax  Contributions  for a calendar year to
          this and any other qualified  defined  contribution  plan in excess of
          the Contribution  Dollar Limit may notify the Administrator in writing
          by the  following  March 1 (or as late as April 14 if  allowed  by the
          Administrator) that an excess has occurred.  In this event, the amount
          of the excess  specified by the  Participant,  adjusted for investment
          gain or loss,  shall be  refunded  to him or her by April 15 and shall
          not be included as an Annual  Addition  under Code section 415 for the
          year  contributed.  Refunds shall not include  investment gain or loss
          for the period  between  the end of the  applicable  Plan Year and the
          date of distribution.  Any Company Match Contributions attributable to
          refunded  excess  Pre-Tax  Contributions  as described in this Section
          shall be deemed a Contribution made by reason of a mistake of fact and
          removed from the Participant's Account.

     3.6  Timing, Posting and Tax Considerations

          Participants'  Contributions,  other than Rollover Contributions,  may
          only be made through payroll deduction.  Such amounts shall be paid to
          the  Trustee in cash and posted to each  Participant's  Account(s)  as
          soon as such amounts can  reasonably be separated  from the Employer's
          general assets and balanced against the specific amount made on behalf
          of each Participant.  In no event, however, shall such amounts be paid
          to the Trustee  more than 90 days after the date  amounts are deducted
          from a Participant's  Pay. Pre-Tax  Contributions  shall be treated as
          employer  contributions  in  determining  tax  deductions  under  Code
          section 404(a).



                                       24
<PAGE>

4    ROLLOVERS & TRUST-TO-TRUST TRANSFERS
     ------------------------------------

     4.1 Rollovers

          The  Administrator  may  authorize  the  Trustee  to accept a rollover
          contribution  in cash,  within the meaning of Code  section  402(c) or
          408(d)(3)(A)(ii),  directly  from an Eligible  Employee or as a Direct
          Rollover  from  another  qualified  plan  on  behalf  of the  Eligible
          Employee,  even if he or she is not yet a  Participant.  The  Employee
          shall be responsible  for furnishing  satisfactory  evidence,  in such
          manner as prescribed by the Administrator, that the amount is eligible
          for rollover treatment. A rollover contribution received directly from
          an  Eligible  Employee  must be paid to the  Trustee in cash within 60
          days after the date received by the Eligible Employee from a qualified
          plan or conduit individual retirement account. Contributions described
          in  this  paragraph  shall  be  posted  to the  applicable  Employee's
          Rollover Account as of the date received by the Trustee.

          If it is later determined that an amount  contributed  pursuant to the
          above  paragraph  did not in fact  qualify as a rollover  contribution
          under Code section 402(c) or 408(d)(3)(A)(ii), the balance credited to
          the Employee's  Rollover  Account shall  immediately be (1) segregated
          from all other  Plan  assets,  (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 shall be
          deemed never to have been a part of the Plan.

     4.2  Transfers From Other Qualified Plans

          The  Administrator  may instruct the Trustee to receive assets in cash
          or in kind  directly  from  another  qualified  plan.  The Trustee may
          refuse the receipt of any transfer if:

          (a) the Trustee finds the in-kind assets unacceptable;

          (b)  instructions  for posting amounts to  Participants'  Accounts are
               incomplete;

          (c)  any amounts are not exempted by Code section  401(a)(11)(B)  from
               the annuity requirements of Code section 417; or

          (d)  any amounts include benefits  protected by Code section 411(d)(6)
               which would not be preserved under applicable Plan provisions.

          Such  amounts  shall  be  posted  to  the   appropriate   Accounts  of
          Participants as of the date received by the Trustee.



                                       25
<PAGE>

5    EMPLOYER CONTRIBUTIONS
     ----------------------

     Employer  Contributions  described in Section 5.1 are effective  January 1,
     1994.  Employer  Contributions  described  in Section 5.2 ceased  effective
     December 31, 1993.

     5.1 Company Match Contributions

          (a)  Frequency and Eligibility.

               Basic  Contribution:  For each  period  for  which  Participants'
               Contributions  are made,  the Employer  shall make basic  Company
               Match  Contributions  as  described in the  following  Allocation
               Method  paragraph on behalf of each  Participant  who contributed
               during the period.

               Supplemental  Contribution:  For each Plan Year, the Employer may
               make supplemental Company Match Contributions as described in the
               following   Allocation   Method   paragraph  on  behalf  of  each
               Participant who contributed during the period and was an Eligible
               Employee  on the last day of the Plan  Year and each  Participant
               who is otherwise eligible but who ceased being an Employee during
               the Plan Year after  having  attained age 65, or by reason of his
               or her Disability or death.

          (b)  Allocation Method.

               Basic   Contribution:   The  basic  Company  Match  Contributions
               (including  any  Forfeiture  Account  amounts  applied  as  basic
               Company Match  Contributions  in accordance with Section 8.4) for
               each  period  shall  total  50% of  each  eligible  Participant's
               Pre-Tax  Contributions  for the  period,  provided  that no basic
               Company Match  Contributions  (and  Forfeiture  Account  amounts)
               shall be made based upon a Participant's  Contributions in excess
               of 6% of his or her Pay.  The  Employer  may change the basic 50%
               matching  rate  or  the  6%  of  considered   Pay  to  any  other
               percentages,   including  0%,  generally  by  notifying  eligible
               Participants  in  sufficient  time to adjust  their  Contribution
               elections  prior to the  start of the  period  for  which the new
               percentages apply.

               Supplemental   Contribution:   The  supplemental   Company  Match
               Contributions  (including any Forfeiture  Account amounts applied
               as supplemental  Company Match  Contributions  in accordance with
               Section  8.4) for the Plan  Year  shall  total a  percentage,  as
               determined by the Company, of each eligible Participant's Pre-Tax
               Contributions  for the Plan Year,  provided that no  supplemental
               Company Match  Contributions  (and  Forfeiture  Account  amounts)
               shall be made based upon a Participant's  Contributions in excess
               of 6% of his or her Pay.

          (c)  Timing, Medium and Posting. The Employer shall make each period's
               Company Match  Contribution  in cash as soon as is feasible,  and
               not later than the Employer's federal tax filing date,  including
               extensions,  for deducting such  Contribution.  The Trustee shall
               post such amount to each Participant's Company Match Account once
               the total  Contribution  received has been  balanced  against the
               specific  amount to be  credited  to each  Participant's  Company
               Match Account.

                                       26
<PAGE>

     5.2  Profit Sharing Contributions

          (a)  Frequency and  Eligibility.  For each Plan Year, the Employer may
               make a Profit Sharing  Contribution on behalf of each Participant
               who was an Eligible Employee on the last day of the Plan Year and
               was  credited  with at least  1,000 Hours of Service for the Plan
               Year and  each  Participant  who is  otherwise  eligible  but who
               ceased  being an  Employee  during  the Plan  Year  after  having
               attained age 65, or by reason of his or her Disability or death.

               Profit Sharing Contributions will be discontinued  effective with
               the Plan Year  beginning  January  1, 1994.  The  Profit  Sharing
               Contribution  for the Plan Year  ending  December  31,  1993 will
               represent the final Profit Sharing Contribution.

          (b)  Allocation Method. The Profit Sharing Contribution (including any
               Forfeiture    Account   amounts   applied   as   Profit   Sharing
               Contributions in accordance with Section 8.4) for each Plan Year,
               shall be in an amount  determined  by the Company  and  allocated
               among eligible Participants in direct proportion to their Pay.

          (c)  Timing,  Medium and Posting.  The  Employer  shall make each Plan
               Year's  Profit  Sharing  Contribution  in  cash  as  soon  as  is
               feasible,  and not later than the  Employer's  federal tax filing
               date, including extensions, for deducting such Contribution.  The
               Trustee  shall  post  such  amount to each  Participant's  Profit
               Sharing  Account  once the total  Contribution  received has been
               balanced  against  the  specific  amount to be  credited  to each
               Participant's Profit Sharing Account.



                                       27
<PAGE>

6    ACCOUNTING
     ----------

     6.1  Individual Participant Accounting

          The  Administrator  shall  maintain an individual  set of Accounts for
          each  Participant  in order to  reflect  transactions  both by type of
          Contribution and investment  medium.  Financial  transactions shall be
          accounted  for  at  the  individual  Account  level  by  posting  each
          transaction to the appropriate  Account of each affected  Participant.
          Participant  Account  values  shall be  maintained  in shares  for the
          Investment  Funds and in dollars for their Sweep and Participant  Loan
          Accounts.  At any point in time, the Account value shall be determined
          using the most recent Trade Date values provided by the Trustee.

     6.2  Sweep Account is Transaction Account

          All   transactions   related  to  amounts  being   contributed  to  or
          distributed   from  the  Trust  shall  be  posted  to  each   affected
          Participant's Sweep Account. Any amount held in the Sweep Account will
          be  credited  with  interest  up until the date on which it is removed
          from the Sweep Account.

     6.3  Trade Date Accounting and Investment Cycle

          Participant  Account values shall be determined as of each Trade Date.
          For any  transaction  to be processed as of a Trade Date,  the Trustee
          must receive  instructions for the transaction by the Sweep Date. Such
          instructions  shall apply to amounts held in the Account on that Sweep
          Date.  Financial  transactions of the Investment Funds shall be posted
          to  Participants'  Accounts as of the Trade Date, based upon the Trade
          Date values  provided by the  Trustee,  and settled on the  Settlement
          Date.

     6.4  Accounting for Investment Funds

          Investments in each Investment Fund shall be maintained in shares. The
          Trustee  is  responsible  for  determining  the  share  values of each
          Investment  Fund as of each Trade  Date.  To the extent an  Investment
          Fund is comprised of collective  investment  funds of the Trustee,  or
          any other  fiduciary to the Plan, the share values shall be determined
          in accordance  with the rules  governing  such  collective  investment
          funds,  which are  incorporated  herein by reference.  All other share
          values shall be  determined  by the  Trustee.  The share value of each
          Investment  Fund  shall  be  based  on the  fair  market  value of its
          underlying assets.

     6.5  Payment of Fees and Expenses

          Except  to the  extent  Plan  fees and  expenses  related  to  Account
          maintenance,   transaction   and   Investment   Fund   management  and
          maintenance, as set forth below, are paid by the Employer directly, or
          indirectly,   through  the  Forfeiture  Account  as  directed  by  the
          Administrator,  such  fees and  expenses  shall  be paid as set  forth
          below.  The Employer may pay a lower  portion of the fees and expenses
          allocable to the Accounts of Participants who are no longer Employees.



                                       28
<PAGE>

          (a)  Account  Maintenance:  Account  maintenance  fees  and  expenses,
               include  but  are  not  limited  to,   administrative,   Trustee,
               government    annual   report    preparation,    audit,    legal,
               nondiscrimination   testing,  and  fees  for  any  other  special
               services.   Account   maintenance   fees   shall  be  charged  to
               Participants  on a per  Participant  basis  provided  that no fee
               shall reduce a Participant's Account balance below zero.

          (b)  Transaction:  Transaction  fees and expenses  include but are not
               limited to recurring payment, Investment Fund election change and
               loan fees. Transaction fees shall be charged to the Participant's
               Account  involved in the  transaction  provided that no fee shall
               reduce a Participant's Account balance below zero.

          (c)  Investment  Fund  Management  and  Maintenance:   Management  and
               maintenance  fees and expenses  related to the  Investment  Funds
               shall be charged at the  Investment  Fund level and  reflected in
               the net gain or loss of each Fund.

          As of the Effective  Date, a breakdown of which Plan fees and expenses
          shall  generally  be borne by the Trust  (and  charged  to  individual
          Participants'  Accounts) and those that shall be paid by the Employer,
          directly or indirectly,  is set forth in Appendix B and may be changed
          from time to time,  without the  necessity  of amending  this Plan and
          Trust Document.

          The  Trustee  shall  have  the  authority  to pay any  such  fees  and
          expenses,  which remain  unpaid by the Employer for 60 days,  from the
          Trust.

     6.6  Accounting for Participant Loans

          Participant  loans  shall be held in a  separate  Loan  Account of the
          Participant  and accounted for in dollars as an earmarked asset of the
          borrowing Participant's Account.

     6.7  Error Correction

          The   Administrator  may  correct  any  errors  or  omissions  in  the
          administration  of the Plan by  restoring  any  Participant's  Account
          balance  with the amount  that would be credited to the Account had no
          error or omission been made.  Funds necessary for any such restoration
          shall be provided  through  payment  made by the  Employer,  or if the
          restoration   involves   an   employer   contribution   account,   the
          Administrator   may  direct  the  Trustee  to  use  amounts  from  the
          Forfeiture Account.

     6.8  Participant Statements

          The Administrator shall provide  Participants with statements of their
          Accounts as soon after the end of each  quarter of the Plan Year as is
          administratively feasible.



                                       29
<PAGE>

     6.9  Special Accounting During Conversion Period

          The  Administrator  and  Trustee  may  use any  reasonable  accounting
          methods in  performing  their  respective  duties during the period of
          converting  the  prior  accounting  system  of the Plan  and  Trust to
          conform to the individual  Participant  accounting system described in
          this  Section.  This  includes,  but is not limited to, the method for
          allocating net investment  gains or losses and the extent,  if any, to
          which contributions  received by and distributions paid from the Trust
          during this period share in such allocation.

     6.10 Accounts for QDRO Beneficiaries

          A  separate  Account  shall  be  established  for an  alternate  payee
          entitled to any portion of a Participant's  Account under a QDRO as of
          the date and in accordance with the directions  specified in the QDRO.
          In addition,  a separate Account may be established  during the period
          of time the Administrator,  a court of competent jurisdiction or other
          appropriate  person is determining  whether a domestic relations order
          qualifies  as a QDRO.  Such a  separate  Account  shall be valued  and
          accounted for in the same manner as any other Account.

          (a)  Distributions  Pursuant  to QDRO's.  If a QDRO so  provides,  the
               portion of a Participant's  Account payable to an alternate payee
               may  be  distributed,   in  a  form  as  permissible   under  the
               Distribution Once Employment Ends Section, to the alternate payee
               at the time  specified  in the QDRO,  regardless  of whether  the
               Participant is entitled to a  distribution  from the Plan at such
               time.

          (b)  Participant  Loans.  Except to the  extent  required  by law,  an
               alternate  payee,  on whose  behalf a separate  Account  has been
               established,  shall not be entitled to borrow from such  Account.
               If a QDRO specifies  that the alternate  payee is entitled to any
               portion of the Account of a  Participant  who has an  outstanding
               loan balance,  all outstanding loans shall generally  continue to
               be held in the  Participant's  Account  and shall not be  divided
               between the Participant's and alternate payee's Accounts.

          (c)  Investment   Direction.   Where  a  separate   Account  has  been
               established on behalf of an alternate  payee and has not yet been
               distributed,  the  alternate  payee may direct the  investment of
               such  Account  in  the  same  manner  as  if  he or  she  were  a
               Participant.


                                       30
<PAGE>

7    INVESTMENT FUNDS AND ELECTIONS
     ------------------------------

     7.1  Investment Funds

          Except for Participants'  Sweep and Loan Accounts,  the Trust shall be
          maintained in various Investment Funds. The Administrator shall select
          the  Investment  Funds  available to  Participants  and may change the
          number or composition of the  Investment  Funds,  subject to the terms
          and conditions agreed to with the Trustee. As of the Effective Date, a
          list of the Investment Funds available to Participants is set forth in
          Appendix  A,  and may be  changed  from  time  to  time,  without  the
          necessity of amending this Plan and Trust document.

     7.2  Investment Fund Elections

          Each Participant shall make an investment election covering all of his
          or her  Contribution  Accounts,  except for the  portion of his or her
          Profit  Sharing  Account as  described  in Appendix A, such portion of
          which is subject to investment  restrictions  as described in Appendix
          A. Effective  July 1, 1994,  the preceding  reference to ", except for
          the  portion of his or her Profit  Sharing  Account  as  described  in
          Appendix   A,  such   portion  of  which  is  subject  to   investment
          restrictions as described in Appendix A" will no longer apply.

          A  Participant  shall  make  his or  her  investment  election  in any
          combination  of one or any number of the  Investment  Funds offered in
          accordance with the procedures  established by the  Administrator  and
          Trustee. However, during the period of converting the prior accounting
          system of the Plan and Trust to conform to the individual  Participant
          accounting  system described in Section 6, Trust assets may be held in
          any  investment  vehicle  permitted  by the Plan,  as  directed by the
          Administrator, irrespective of Participant investment elections.

          The Administrator  may set a maximum  percentage of the total election
          that a Participant may direct into any specific Investment Fund, which
          maximum,  if any, is set forth in Appendix A, and may be changed  from
          time to time,  without the  necessity of amending  this Plan and Trust
          document.

     7.3  Responsibility for Investment Choice

          Each Participant shall be solely  responsible for the selection of his
          or her Investment Fund choices.  No fiduciary with respect to the Plan
          is empowered to advise a Participant  as to the manner in which his or
          her Accounts are to be invested,  and the fact that an Investment Fund
          is  offered  shall  not  be  construed  to  be  a  recommendation  for
          investment.

     7.4  Default if No Election

          The Administrator  shall specify an Investment Fund for the investment
          of that portion of a Participant's Account which is not yet held in an
          Investment Fund and for which no valid investment election is on file.
          The Investment Fund specified as of the Effective Date is as set forth
          in  Appendix  A, and may be  changed  from time to time,  without  the
          necessity of amending this Plan and Trust document.



                                       31
<PAGE>

     7.5  Timing

          A Participant shall make his or her initial  investment  election upon
          becoming a Participant  and may change his or her election at any time
          in accordance with the procedures established by the Administrator and
          Trustee.  Investment  elections  received  by the Trustee by the Sweep
          Date will be effective on the following Trade Date.

     7.6  Switching Fees

          A reasonable processing fee may be charged directly to a Participant's
          Account for Investment Fund election  changes in excess of a specified
          number per year as determined by the Administrator.



                                       32
<PAGE>

8    VESTING & FORFEITURES
     ---------------------

     8.1  Fully Vested Contribution Accounts

          A Participant shall be fully vested in these Accounts at all times:

                   Pre-Tax Account
                   Rollover Account

     8.2  Full Vesting upon Certain Events

          A  Participant's  entire  Account shall become fully vested once he or
          she has attained his or her Normal  Retirement  Date as an Employee or
          upon his or her leaving the Employer due to his or her  Disability  or
          death.

     8.3  Vesting Schedule

          In addition to the vesting  provided  above, a  Participant's  Company
          Match and Profit  Sharing  Accounts  shall become vested in accordance
          with the following schedule:

                       Years of Vesting                Vested
                           Service                   Percentage
                           -------                   ----------
                         Less than 1                      0%
                      1 but less than 2                  25%
                      2 but less than 3                  50%
                      3 but less than 4                  75%
                          4 or more                     100%

          If this vesting  schedule is changed,  the vested  percentage for each
          Participant  shall  not be  less  than  his or her  vested  percentage
          determined  as of the  last  day  prior  to this  change,  and for any
          Participant  with at least  three  Years of Vesting  Service  when the
          schedule  is  changed,  vesting  shall be  determined  using  the more
          favorable vesting schedule.

     8.4  Forfeitures

          A  Participant's  non-vested  Account balance shall be forfeited as of
          the   Settlement   Date   following   the  Sweep  Date  on  which  the
          Administrator  has  reported  to the  Trustee  that the  Participant's
          employment has terminated with all Related Companies. Forfeitures from
          all Participants'  Employer Contribution Accounts shall be transferred
          to and  maintained  in a single  Forfeiture  Account,  which  shall be
          invested  in interest  bearing  deposits  of the  Trustee.  Forfeiture
          Account  amounts  shall be utilized to restore  Accounts,  to pay Plan
          fees and expenses,  to reduce Company Match or may increase the amount
          allocated  as  Profit  Sharing   Contributions   as  directed  by  the
          Administrator.



                                       33
<PAGE>

     8.5  Rehired Employees

          (a)  Service.  If an Employee is  rehired,  all Periods of  Employment
               credited prior to his or her  termination of employment  shall be
               counted in determining his or her vested interest.

          (b)  Account  Restoration.  If an Employee is rehired before he or she
               has a Break in  Service,  the  amount  forfeited  when his or her
               employment  last  terminated  shall  be  restored  to  his or her
               Account.  The restoration  shall include the interest which would
               have been credited had such forfeiture been invested in the Sweep
               Account from the date  forfeited  until the date the  restoration
               amount is  determined.  The amount shall come from the Forfeiture
               Account to the extent possible,  and any additional amount needed
               shall be contributed by the Employer.  The vested interest in his
               or her restored Account shall then be equal to:

                                  V% times (AB + D) - D

               where:

               V%   = current vested percentage
               AB   = current account balance
               D    = amount previously distributed


                                       34
<PAGE>

9    PARTICIPANT LOANS
     -----------------

     9.1  Participant Loans Permitted

          Loans  to  Participants  are  permitted  pursuant  to  the  terms  and
          conditions  set forth in this Section.  All loan limits are determined
          as of the  Sweep  Date  the  loan  is  processed.  The  funds  will be
          disbursed to the Participant on the following Settlement Date.

     9.2  Loan Funding Limits

          The loan amount must meet all of the following limits:

          (a)  Plan Minimum Limit. The minimum amount for any loan is $1,000.

          (b)  Plan Maximum Limit.  Subject to the legal limit  described in (c)
               below,  the  maximum a  Participant  may  borrow,  including  the
               outstanding  balance  of  existing  Plan  loans,  is  100% of the
               following Accounts which are fully vested, except for the portion
               of his or her Profit Sharing Account as described in Appendix A:

                    Pre-Tax Account
                    Company Match Account
                    Profit Sharing Account
                    Rollover Account

               Effective July 1, 1994, the preceding  reference to ", except for
               the portion of his or her Profit Sharing  Account as described in
               Appendix A" will no longer apply.

          (c)  Legal  Maximum  Limit.  The  maximum a  Participant  may  borrow,
               including the outstanding  balance of existing Plan loans, is 50%
               of his or her  vested  Account  balance,  not to exceed  $50,000.
               However,  the  $50,000  maximum is  reduced by the  Participant's
               highest  outstanding  loan  balance  during  the 12 month  period
               ending on the day  before  the Sweep Date as of which the loan is
               made. For purposes of this paragraph,  the qualified plans of all
               Related  Companies  shall be treated  as though  they are part of
               this  Plan to the  extent  it would  decrease  the  maximum  loan
               amount.

     9.3  Maximum Number of Loans

          A Participant may have only one loan outstanding at any given time.

     9.4  Source of Loan Funding

          A loan to a Participant shall be made solely from the assets of his or
          her own Accounts.  The available  assets shall be determined  first by
          Account type and then by investment  type within each type of Account.
          The  hierarchy  for loan funding by type of Account shall be the order
          listed in the  preceding  Plan Maximum  Limit  paragraph.  Within each
          Account used for funding a loan, amounts shall first be taken from the
          Sweep  Account  and  then  taken  by  type  of  investment  in  direct
          proportion to the market value of the  Participant's  interest in each
          Investment Fund as of the Sweep Date on which the loan is made.


                                       35
<PAGE>

     9.5  Interest Rate

          The  interest  rate  charged  on  Participant  loans  shall be a fixed
          reasonable  rate  of  interest,  determined  from  time to time by the
          Administrator, which provides the Plan with a return commensurate with
          the  prevailing  interest  rate  charged by persons in the business of
          lending   money  for  loans   which   would  be  made  under   similar
          circumstances.  As  of  the  Effective  Date,  the  interest  rate  is
          determined as set forth in Appendix C, and may be changed from time to
          time, without the necessity of amending this Plan and Trust document.

     9.6  Repayment

          Substantially  level  amortization shall be required of each loan with
          payments made at least monthly,  generally through payroll  deduction.
          Loans may be prepaid in full or in part at any time.  The  Participant
          may choose the loan repayment period, not to exceed 5 years.

     9.7  Repayment Hierarchy

          Loan  principal  repayments  shall be  credited  to the  Participant's
          Accounts  in the  inverse  of the order  used to fund the  loan.  Loan
          interest  shall be  credited to the  Participant's  Accounts in direct
          proportion  to the  principal  payment.  Loan payments are credited by
          investment  type  based  upon  the  Participant's  current  investment
          election for new Contributions.

     9.8  Loan Application, Note and Security

          A  Participant  shall  apply for any loan in such manner and with such
          advance notice as prescribed by the Administrator.  All loans shall be
          evidenced  by a  promissory  note,  secured only by the portion of the
          Participant's  Account from which the loan is made, and the Plan shall
          have a lien on this portion of his or her Account.

     9.9  Default, Suspension and Call Feature

          (a)  Default.  A loan  is  treated  as a  default  if  scheduled  loan
               payments  are  more  than  90  days  late,   provided   that  the
               Administrator  may agree to a suspension  of loan payments for up
               to 6 months for a  Participant  who is on a Leave of  Absence.  A
               Participant  shall  then  have 30 days  from  the  time he or she
               receives  written notice of the default and a demand for past due
               amounts to cure the default before it becomes final.



                                       36
<PAGE>

          (b)  Actions upon Default. In the event of default,  the Administrator
               may  direct  the  Trustee  to  report  the  default  as a taxable
               distribution.  As soon as a Plan  withdrawal or  distribution  to
               such Participant would otherwise be permitted,  the Administrator
               may instruct the Trustee to execute upon its security interest in
               the  Participant's  Account  by  distributing  the  note  to  the
               Participant.

          (c)  Call Feature.  The Administrator shall have the right to call any
               Participant loan once a Participant's employment with all Related
               Companies has terminated or if the Plan is terminated.

     9.10 Spousal Consent

          A Participant  is not required to obtain  Spousal  Consent in order to
          take out a loan under the Plan.



                                       37
<PAGE>

10   IN-SERVICE WITHDRAWALS
     ----------------------

     10.1 Hardship Withdrawals

          (a)  Requirements.  A  Participant  who is an Employee may request the
               withdrawal  of any amount  necessary to satisfy a financial  need
               including  amounts  necessary to pay any federal,  state or local
               income taxes or penalties  reasonably  anticipated to result from
               the distribution. Only requests for withdrawals (1) on account of
               a  Participant's   "Deemed   Financial  Need"  or   "Demonstrated
               Financial Need", and (2) which are "Demonstrated as Necessary" to
               satisfy the financial need will be approved.

          (b)  "Deemed Financial Need". Financial commitments relating to:

               (1)  unreimbursable medical expenses described under Code section
                    213(d) incurred (or to be incurred) by the Employee,  his or
                    her spouse or dependents;

               (2)  the purchase (excluding mortgage payments) of the Employee's
                    principal residence;

               (3)  the   payment  of   unreimbursable   tuition   and   related
                    educational   fees  for  up  to  the  next  12   months   of
                    post-secondary education for the Employee, his or her spouse
                    or dependents;

               (4)  the need to pay for the funeral  expenses  of an  Employee's
                    family member;

               (5)  the need  for the  Employee  to  prevent  losing  his or her
                    principal  residence  through eviction or foreclosure on the
                    mortgage; or

               (6)  any other  circumstance  specifically  permitted  under Code
                    section 401(k)(2)(B)(i)(IV).

          (c)  "Demonstrated   Financial   Need".   A   determination   by   the
               Administrator that a severe financial hardship to the Participant
               has resulted from:

               (1)  a sudden and unexpected  illness or accident to the Employee
                    or his or her spouse or dependents;

               (2)  the loss, due to casualty,  of the Employee's property other
                    than nonessential property (such as a boat or a television);
                    or

               (3)  some   other   similar   extraordinary   and   unforeseeable
                    circumstances  arising  as a result  of  events  beyond  the
                    control of the Employee.


                                       38
<PAGE>

          (d)  "Demonstrated  as Necessary".  A withdrawal is  "demonstrated  as
               necessary"  to satisfy the  financial  need only if the  Employee
               represents that he or she is unable to relieve the financial need
               (without  causing  further  hardship)  by doing any or all of the
               following:

               (1)  receiving any  reimbursement or compensation  from insurance
                    or otherwise;

               (2)  reasonably  liquidating  his or her assets and the assets of
                    his or her  spouse  or minor  children  that are  reasonably
                    available  to the  Employee to the extent  such  liquidation
                    would not cause further hardship;

               (3)  ceasing all of his or her contributions to all qualified and
                    nonqualified  plans of deferred  compensation  and all stock
                    option  or  stock  purchase  plans   maintained  by  Related
                    Companies;

               (4)  obtaining  all other  possible  withdrawals  and  nontaxable
                    loans  available  from  all  plans   maintained  by  Related
                    Companies; and

               (5)  obtaining  all  possible  loans from  commercial  sources on
                    reasonable commercial terms.

          (e)  Account Sources for Withdrawal.  The withdrawal amount shall come
               only from the Participant's fully vested Accounts, except for the
               portion of his or her Profit  Sharing  Account  as  described  in
               Appendix A, in the following priority order:

                    Rollover Account
                    Company Match Account
                    Profit Sharing Account
                    Pre-Tax Account

               Effective July 1, 1994, the preceding  reference to ", except for
               the portion of his or her Profit Sharing  Account as described in
               Appendix A" will no longer apply.

               The amount that may be  withdrawn  from a  Participant's  Pre-Tax
               Account  shall not  include any  earnings  credited to his or her
               Pre-Tax  Contribution  Account  after the start of the first Plan
               Year beginning after December 31, 1988.

          (f)  Permitted  Frequency.  There is no  restriction  on the number of
               Hardship withdrawals permitted to a Participant.

     10.2 Rollover Account Withdrawals

          No in-service  withdrawals are permitted from a Participant's Rollover
          Account except as provided elsewhere in this Section.



                                       39
<PAGE>

     10.3 Over Age 70 1/2 Withdrawals

          (a)  Requirements.  A  Participant  who is an Employee and over age 70
               1/2 may withdraw from the Accounts listed in paragraph (b) below.

          (b)  Account Sources for Withdrawal.  The withdrawal amount shall come
               only  from  the  Participant's  fully  vested  Accounts,  in  the
               following priority order:

                    Rollover Account
                    Pre-Tax Account
                    Company Match Account
                    Profit Sharing Account

          (c)  Permitted  Frequency.  There is no  restriction  on the number of
               Over Age 70 1/2 withdrawals permitted to a Participant.

          (d)  Suspension  from  Further  Contributions.  An  Over  Age  70  1/2
               withdrawal  shall  not  affect a  Participant's  ability  to make
               further Contributions.

     10.4 Withdrawal Processing

          (a)  Minimum  Amount.  There  is no  minimum  amount  for any  type of
               withdrawal.

          (b)  Application and Notice. A Participant shall apply for any type of
               withdrawal  in such  manner  and  with  such  advance  notice  as
               prescribed  by  the  Administrator.   The  Participant  shall  be
               provided the notice prescribed by Code section 402(f).

               If an  in-service  withdrawal  is  one  to  which  Code  sections
               401(a)(11) and 417 do not apply,  such in-service  withdrawal may
               commence  less than 30 days  after the  aforementioned  notice is
               provided, if:

               (1)  the  Participant is clearly  informed that he or she has the
                    right to a period of at least 30 days after  receipt of such
                    notice to consider his or her option to elect or not elect a
                    Direct Rollover for all or a portion,  if any, of his or her
                    in-service  withdrawal  which will  constitute  an  Eligible
                    Rollover Distribution; and

               (2)  the Participant  after receiving such notice,  affirmatively
                    elects a Direct  Rollover  for all or a portion,  if any, of
                    his or her in-service  withdrawal  which will  constitute an
                    Eligible  Rollover  Distribution or alternatively  elects to
                    have all or a portion made  payable  directly to him or her,
                    thereby not electing a Direct  Rollover for all or a portion
                    of such amount.



                                       40
<PAGE>

          (c)  Approval.   The  Administrator,   or  the  Trustee  if  otherwise
               authorized by the  Administrator  and expressly  agreed to by the
               Trustee, is responsible for determining that a withdrawal request
               conforms  to the  requirements  described  in  this  Section  and
               granting or denying approval of such request.

          (d)  Time of  Processing.  The  Trustee  shall  process  a  withdrawal
               request  approved  and  received  by a Sweep  Date,  based on the
               Account  value  as of  the  Sweep  Date,  and  fund  them  on the
               following Settlement Date. The Trustee shall then make payment as
               soon thereafter as is administratively feasible.

          (e)  Medium  and  Form  of  Payment.  The  medium  of  payment  for  a
               withdrawal  shall  be  cash.  With  regard  to the  portion  of a
               withdrawal  representing  an Eligible  Rollover  Distribution,  a
               Participant may elect to have such amount paid as Direct Rollover
               to  an  Eligible   Retirement  Plan.  The  form  of  payment  for
               withdrawals shall be a single installment.

          (f)  Investment  Fund  Sources.  Within  each  Account  type  used for
               funding a withdrawal, amounts shall first be taken from the Sweep
               Account and then taken by type of investment in direct proportion
               to  the  market  value  of the  Participant's  interest  in  each
               Investment  Fund (which excludes  Participant  loans) at the time
               the withdrawal is made.

     10.5 Spousal Consent

          A Participant  is not required to obtain  Spousal  Consent in order to
          make an in-service withdrawal under the Plan.



                                       41
<PAGE>

11   DISTRIBUTIONS ONCE EMPLOYMENT ENDS
     ----------------------------------

     11.1 Benefit Election

          A  Participant,  or his or her  Beneficiary  in the case of his or her
          death, shall be provided with information regarding all optional times
          and forms of payment  available to include the notices  prescribed  by
          Code section 402(f) and Code section 411(a)(11).  Subject to the other
          requirements of this Section, a Participant, or his or her Beneficiary
          in the case of his or her death,  may elect,  in such  manner and with
          such advance notice as prescribed by the Administrator, to have his or
          her  vested  Account  balance  paid to him or her  beginning  upon any
          Settlement  Date following his or her  termination of employment  with
          all Related Companies.

          If a distribution is one to which Code sections  401(a)(11) and 417 do
          not apply,  such distribution may commence less than 30 days after the
          aforementioned notices are provided, if:

          (a)  the Participant is clearly  informed that he or she has the right
               to a period of at least 30 days after  receipt of such notices to
               consider the decision as to whether to elect a  distribution  and
               if so to elect a particular form of distribution  and to elect or
               not elect a Direct Rollover for all or a portion,  if any, of his
               or her  distribution  which will constitute an Eligible  Rollover
               Distribution; and

          (b)  the  Participant  after  receiving  such  notices,  affirmatively
               elects a distribution and a Direct Rollover for all or a portion,
               if any,  of his or her  distribution  which  will  constitute  an
               Eligible  Rollover  Distribution or alternatively  elects to have
               all or a portion made payable directly to him or her, thereby not
               electing a Direct Rollover for all or a portion thereof.

     11.2 Payment Form and Medium

          A Participant may elect to be paid in any of these forms:

          (a)  a single lump sum, or

          (b)  a portion paid in a lump sum, and the remainder paid later, or

          (c)  periodic  installments  over a  period  not to  exceed  the  life
               expectancy of the Participant and his or her Beneficiary.

          Distributions   shall  be  made  in  cash,  except  to  the  extent  a
          distribution  consists  of an offset  amount as  described  in Section
          9.9(c).  With regard to the portion of a distribution  representing an
          Eligible Rollover Distribution, a Distributee may elect to have all or
          a portion of such  amount  paid as a Direct  Rollover  to an  Eligible
          Retirement Plan.



                                       42
<PAGE>

     11.3 Small Amounts Paid Immediately

          If, at the time a Participant's  employment with all Related Companies
          ends, the Participant's  vested Account balance is $3,500 or less, the
          Participant's  benefit  shall be paid as a single  lump sum as soon as
          administratively feasible after his or her employment with all Related
          Companies  ends  in  accordance  with  procedures  prescribed  by  the
          Administrator.

     11.4 Deemed Distribution

          For purposes of Section 8.4,  vested  Account  balances will be deemed
          distributed  as of the  Settlement  Date  following  the Sweep Date on
          which  the   Administrator  has  reported  to  the  Trustee  that  the
          Participant's employment with all Related Companies has terminated.

     11.5 Latest Commencement Permitted

          In addition to any other Plan  requirements  and unless a  Participant
          elects  otherwise,  his or her benefit  payments  will begin not later
          than 60 days after the end of the Plan Year in which he or she attains
          his or her Normal  Retirement  Date or  retires,  whichever  is later.
          However,  if  the  amount  of  the  payment  or  the  location  of the
          Participant  (after a reasonable search) cannot be ascertained by that
          deadline,  payment  shall  be made no  later  than 60 days  after  the
          earliest date on which such amount or location is ascertained.  In any
          case,  benefit  payments  shall  begin  by  the  April  1  immediately
          following  the end of the  calendar  year  in  which  the  Participant
          attains age 70 1/2 (whether or not he or she is an Employee).

     11.6 Payment Within Life Expectancy

          The  Participant's  payment  election  must  be  consistent  with  the
          requirement  of Code  section  401(a)(9)  that all  payments are to be
          completed  within a period  not to  exceed  the lives or the joint and
          last  survivor  life  expectancy  of the  Participant  and  his or her
          Beneficiary.  The life  expectancies  of a Participant  and his or her
          spouse may not be recomputed annually.

     11.7 Incidental Benefit Rule

          The  Participant's  payment  election  must  be  consistent  with  the
          requirement that, if the  Participant's  spouse is not his or her sole
          primary Beneficiary, the minimum annual distribution for each calendar
          year,  beginning  with the year in which he or she attains age 70 1/2,
          shall not be less  than the  quotient  obtained  by  dividing  (a) the
          Participant's  vested Account balance as of the last Trade Date of the
          preceding year by (b) the applicable  divisor as determined  under the
          incidental benefit requirements of Code section 401(a)(9).

     11.8 Payment to Beneficiary

          Payment to a  Beneficiary  must either:  (1) be completed  within five
          years of the  Participant's  death or (2) begin within one year of his
          or her death and be completed  within the period of the  Beneficiary's
          life or life expectancy, except that:



                                       43
<PAGE>

          (a)  If the Participant  dies after the April 1 immediately  following
               the end of the  calendar  year in which he or she  attains age 70
               1/2,  payment to his or her Beneficiary  must be made at least as
               rapidly as provided in the Participant's distribution election;

          (b)  If the  surviving  spouse is the  Beneficiary,  payments need not
               begin until the date on which the Participant would have attained
               age 70 1/2 and must be completed within the spouse's life or life
               expectancy; and

          (c)  If  the  Participant   and  the  surviving   spouse  who  is  the
               Beneficiary die (1) before the April 1 immediately  following the
               end of the  calendar  year in which the  Participant  would  have
               attained  age 70 1/2 and (2)  before  payments  have begun to the
               spouse, the spouse will be treated as the Participant in applying
               these rules.

     11.9 Beneficiary Designation

          Each   Participant  may  complete  a  beneficiary   designation   form
          indicating  the  Beneficiary  who  is  to  receive  the  Participant's
          remaining  Plan  interest  at  the  time  of his  or  her  death.  The
          designation  may be  changed  at any time.  However,  a  Participant's
          spouse shall be the sole primary  Beneficiary  unless the  designation
          includes  Spousal  Consent  for  another  Beneficiary.  If  no  proper
          designation  is in effect at the time of a  Participant's  death or if
          the  Beneficiary  does not survive the  Participant,  the  Beneficiary
          shall be, in the order listed, the:

          (a)  Participant's surviving spouse,

          (b)  Participant's children, in equal shares, per stirpes (by right of
               representation), or

          (c)  Participant's estate.

     11.10 Spousal Consent

          A Participant  is not required to obtain  Spousal  Consent in order to
          receive a distribution under the Plan.



                                       44
<PAGE>

12   ADP AND ACP TESTS
     -----------------

     12.1 Contribution Limitation Definitions

          The following  definitions  are applicable to this Section 12 (where a
          definition  is  contained  in both  Sections 1 and 12, for purposes of
          Section 12 the Section 12 definition shall be controlling):

          (a)  "ACP"  or   "Average   Contribution   Percentage".   The  Average
               Percentage   calculated   using   Contributions    allocated   to
               Participants as of a date within the Plan Year.

          (b)  "ACP Test". The determination of whether the ACP is in compliance
               with the  Basic or  Alternative  Limitation  for a Plan  Year (as
               defined in Section 12.2).

          (c)  "ADP" or "Average Deferral  Percentage".  The Average  Percentage
               calculated using Deferrals allocated to Participants as of a date
               within the Plan Year.

          (d)  "ADP Test". The determination of whether the ADP is in compliance
               with the  Basic or  Alternative  Limitation  for a Plan  Year (as
               defined in Section 12.2).

          (e)  "Average Percentage".  The average of the calculated  percentages
               for  Participants  within the  specified  group.  The  calculated
               percentage  refers to either the  "Deferrals" or  "Contributions"
               (as defined in this  Section) made on each  Participant's  behalf
               for the Plan  Year,  divided by his or her  Compensation  for the
               portion  of the  Plan  Year in  which  he or she was an  Eligible
               Employee while a Participant.  (Pre-Tax  Contributions which will
               be refunded  solely because they exceed the  Contribution  Dollar
               Limit are  included in the  percentage  for the HCE Group but not
               for the NHCE Group if such excess Pre-Tax Contributions were made
               to plans of Related Companies.)

          (f)  "Contributions"  shall include  Company Match  Contributions.  In
               addition,  Contributions may include Pre-Tax  Contributions,  but
               only to the extent that (1) the Employer  elects to use them, (2)
               they are not used or  counted  in the ADP Test,  and (3) they are
               necessary to meet the ACP Test Alternative Limitation (defined in
               Section 12.2 (b)) or the Multiple Use Test.

          (g)  "Deferrals" shall include Pre-Tax Contributions.

          (h)  "Family Member".  An Employee who is, at any time during the Plan
               Year or Lookback Year, a spouse,  lineal ascendant or descendant,
               or spouse of a lineal ascendant or descendant of (1) an active or
               former Employee who at any time during Plan Year or Lookback Year
               is a more  than 5% Owner  (within  the  meaning  of Code  section
               414(q)(3)),  or (2) an HCE who is among the 10 Employees with the
               highest Compensation for such Year.



                                       45
<PAGE>

          (i)  "HCE" or  "Highly  Compensated  Employee".  With  respect to each
               Employer and its Related  Companies,  an Employee during the Plan
               Year or  Lookback  Year  who (in  accordance  with  Code  section
               414(q)):

               (1)  Was a more  than 5% Owner at any time  during  the  Lookback
                    Year or Plan Year;

               (2)  Received  Compensation  during the Lookback  Year (or in the
                    Plan  Year if  among  the 100  Employees  with  the  highest
                    Compensation  for such  Year) in excess of (i)  $75,000  (as
                    adjusted for such Year pursuant to Code  sections  414(q)(1)
                    and  415(d)),  or (ii)  $50,000 (as  adjusted  for such Year
                    pursuant to Code sections  414(q)(1) and 415(d)) in the case
                    of a member of the "top-paid  group"  (within the meaning of
                    Code section 414(q)(4)) for such Year),  provided,  however,
                    that if the conditions of Code section 414(q)(12)(B)(ii) are
                    met, the Company may elect for any Plan Year to apply clause
                    (i) by  substituting  $50,000  for  $75,000 and not to apply
                    clause (ii);

               (3)  Was  an  officer   of  a  Related   Company   and   received
                    Compensation  during the Lookback  Year (or in the Plan Year
                    if among the 100 Employees with the highest Compensation for
                    such Year) that is greater than 50% of the dollar limitation
                    in effect under Code section  415(b)(1)(A)  and (d) for such
                    Year (or if no  officer  has  Compensation  in excess of the
                    threshold,  the  officer  with  the  highest  Compensation),
                    provided that the number of officers  shall be limited to 50
                    Employees  (or, if less,  the greater of three  Employees or
                    10% of the Employees); or

               (4)  Was a Family  Member at any time during the Lookback Year or
                    Plan Year, in which case the  Contributions and Compensation
                    of the HCE and his or her Family Members shall be aggregated
                    and they shall be treated as a single HCE.

               A former  Employee  shall be treated as an HCE if (1) such former
               Employee was an HCE when he separated  from service,  or (2) such
               former Employee was an HCE in service at any time after attaining
               age 55.

               The determination of who is an HCE,  including the determinations
               of the number and identity of  Employees  in the top-paid  group,
               the top 100  Employees  and the  number of  Employees  treated as
               officers shall be made in accordance with Code section 414(q).



                                       46
<PAGE>

          (j)  "HCE Group" and "NHCE  Group".  With respect to each Employer and
               its Related Companies, the respective group of HCEs and NHCEs who
               are eligible to have amounts  contributed on their behalf for the
               Plan Year,  including  Employees  who would be  eligible  but for
               their election not to  participate  or to contribute,  or because
               their  Pay is  greater  than  zero but  does not  exceed a stated
               minimum.

               (1)  If the Related  Companies  maintain  two or more plans which
                    are subject to the ADP or ACP Test and are considered as one
                    plan for purposes of Code sections  401(a)(4) or 410(b), all
                    such plans shall be  aggregated  and treated as one plan for
                    purposes  of meeting the ADP and ACP Tests,  provided  that,
                    for Plan Years beginning after December 31, 1989,  plans may
                    only be aggregated if they have the same Plan Year.

               (2)  If an HCE, who is one of the top 10 paid Employees or a more
                    than  5%  Owner,  has any  Family  Members,  the  Deferrals,
                    Contributions  and  Compensation  of such HCE and his or her
                    Family  Members  shall be  combined  and treated as a single
                    HCE.  Such  amounts for all other  Family  Members  shall be
                    removed from the NHCE Group  percentage  calculation  and be
                    combined with the HCEs.

               (3)  If an HCE is  covered  by more  than  one  cash or  deferred
                    arrangement  maintained by the Related  Companies,  all such
                    plans  shall  be  aggregated  and  treated  as one  plan for
                    purposes of calculating the separate  percentage for the HCE
                    which  is  used  in  the   determination   of  the   Average
                    Percentage.

          (k)  "Lookback  Year".  Pursuant to Code section  414(q),  the Company
               elects as the  Lookback  Year the current  calendar  year (ending
               with the Plan Year).

          (l)  "Multiple Use Test".  The test  described in Section 12.4 which a
               Plan must meet where the  Alternative  Limitation  (described  in
               Section 12.2(b)) is used to meet both the ADP and ACP Tests.

          (m)  "NHCE" or "Non-Highly  Compensated Employee".  An Employee who is
               not an HCE.

     12.2 ADP and ACP Tests

          For each Plan Year, the ADP and ACP for the HCE Group must meet either
          the Basic or  Alternative  Limitation  when compared to the respective
          ADP and ACP for the NHCE Group, defined as follows:

          (a)  Basic Limitation. The HCE Group Average Percentage may not exceed
               1.25 times the NHCE Group Average Percentage.

          (b)  Alternative  Limitation.  The HCE  Group  Average  Percentage  is
               limited by  reference  to the NHCE Group  Average  Percentage  as
               follows:


                                       47
<PAGE>

                 If the NHCE Group             Then the Maximum HCE
               Average Percentage is:      Group Average Percentage is:
               ----------------------      ----------------------------

                    Less than 2%           2 times NHCE Group Average %
                      2% to 8%             NHCE Group Average % plus 2%
                    More than 8%           NA - Basic Limitation applies

     12.3 Correction of ADP and ACP Tests

          If the  ADP  or  ACP  Tests  are  not  met,  the  Administrator  shall
          determine,  no later  than the end of the next  Plan  Year,  a maximum
          percentage to be used in place of the  calculated  percentage  for all
          HCEs  that  would  reduce  the ADP  and/or  ACP for the HCE group by a
          sufficient amount to meet the ADP and ACP Tests.

          (a)  ADP Correction.  Pre-Tax  Contributions  shall, by the end of the
               next  Plan  Year,  be  refunded   (including  amounts  previously
               refunded because they exceeded the Contribution  Dollar Limit) to
               the Participant in an amount equal to the actual  Deferrals minus
               the product of the maximum percentage and the HCE's Compensation.
               Any Company Match  Contributions  attributable to refunded excess
               Pre-Tax  Contributions as described in this Section 12.3(a) shall
               be deemed a Contribution  made by reason of a mistake of fact and
               removed from the Participant's Account.

          (b)  ACP Correction.  Contributions shall, by the end of the next Plan
               Year, be refunded to the  Participant to the extent  vested,  and
               forfeited to the extent such  amounts were not vested,  as of the
               end of the Plan  Year  being  tested  in an  amount  equal to the
               actual  Contributions minus the product of the maximum percentage
               and the HCE's Compensation.

          (c)  Investment  Fund  Sources.  Once the  amount of excess  Deferrals
               and/or Contributions is determined amounts shall then be taken by
               type of  investment  in direct  proportion to the market value of
               the  Participant's   interest  in  each  Investment  Fund  (which
               excludes  his or her  Loan  Account  balance)  at  the  time  the
               correction is made.

          (d)  Family  Member  Correction.   To  the  extent  any  reduction  is
               necessary  with  respect to an HCE and his or her Family  Members
               that have been  combined  and treated  for testing  purposes as a
               single Employee,  the excess Deferrals and Contributions from the
               ADP and/or ACP Test shall be prorated among each such Participant
               in direct  proportion  to his or her  Deferrals or  Contributions
               included in each Test.

     12.4 Multiple Use Test

          If the  Alternative  Limitation  (defined in Section  12.2) is used to
          meet  both the ADP and ACP  Tests,  the ADP and ACP for the HCE  Group
          must also comply with the requirements of Code section 401(m)(9). Such
          Code  section  requires  that  the  sum of the ADP and ACP for the HCE
          Group (as determined after any corrections  needed to meet the ADP and
          ACP Tests have been made) not exceed the sum (which  produces the most
          favorable result) of:



                                       48
<PAGE>

          (a)  the Basic Limitation  (defined in Section 12.2) applied to either
               the ADP or ACP for the NHCE Group, and

          (b)  the  Alternative  Limitation  applied  to the  other  NHCE  Group
               percentage.

     12.5 Correction of Multiple Use Test

          If the  multiple  use  limit  is  exceeded,  the  Administrator  shall
          determine a maximum  percentage to be used in place of the  calculated
          percentage  for all HCEs that would  reduce  either or both the ADP or
          ACP for the HCE Group by a sufficient  amount to meet the multiple use
          limit.  Any  excess  shall  be  handled  in the same  manner  that the
          distribution of excess Deferrals or Contributions are handled.

     12.6 Adjustment for Investment Gain or Loss

          Any excess  Deferrals or Contributions to be refunded to a Participant
          or forfeited in accordance with Section 12.3 or 12.5 shall be adjusted
          for investment gain or loss.  Refunds or forfeitures shall not include
          investment  gain  or  loss  for  the  period  between  the  end of the
          applicable Plan Year and the date of distribution.

     12.7 Testing Responsibilities and Required Records

          The  Administrator  shall be  responsible  for ensuring  that the Plan
          meets the ADP, ACP and  Multiple  Use Tests and that the  Contribution
          Dollar Limit is not  exceeded.  In carrying out its  responsibilities,
          the  Administrator  shall  have  sole  discretion  to limit or  reduce
          Deferrals  or  Contributions  at any  time.  The  Administrator  shall
          maintain records which are sufficient to demonstrate that the ADP, ACP
          and  Multiple  Use Tests have been met for each Plan Year for at least
          as long as the Employer's corresponding tax year is open to audit.

     12.8 Separate Testing

          (a)  Multiple  Employers:  The  determination of HCEs,  NHCEs, and the
               performance  of the  ADP,  ACP and  Multiple  Use  Tests  and any
               corrective  action  resulting  therefrom shall be made separately
               with regard to the  Employees of each  Employer  (and its Related
               Companies)   that  is  not  a  Related  Company  with  the  other
               Employer(s).

          (b)  Collective  Bargaining  Units: The performance of the testing and
               any  corrective  action  resulting  therefrom  shall  be  applied
               separately  to Employees who are eligible to  participate  in the
               Plan as a result of a collective bargaining agreement.

          In addition, separate testing may be applied, at the discretion of the
          Administrator and to the extent permitted under Treasury  regulations,
          to any group of Employees for whom separate testing is permissible.


                                       49
<PAGE>

13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS
     --------------------------------------------

     13.1 "Annual Addition" Defined

          The sum of all amounts  allocated to the  Participant's  Account for a
          Plan Year.  Amounts  include  contributions  (except for  rollovers or
          transfers  from  another  qualified  plan),  forfeitures  and,  if the
          Participant  is a Key  Employee  (pursuant  to  Section  14)  for  the
          applicable or any prior Plan Year,  medical benefits provided pursuant
          to  Code  section  419A(d)(1).  For  purposes  of this  Section  13.1,
          "Account" also includes a  Participant's  account in all other defined
          contribution  plans currently or previously  maintained by any Related
          Company.  The Plan Year  refers  to the year to which  the  allocation
          pertains,  regardless of when it was allocated. The Plan Year shall be
          the Code section 415 limitation year.

     13.2 Maximum Annual Addition

          The Annual  Addition to a  Participant's  accounts under this Plan and
          any other defined  contribution plan maintained by any Related Company
          for any Plan Year shall not exceed the lesser of (1) 25% of his or her
          Taxable  Income or (2) the  greater of $30,000 or  one-quarter  of the
          dollar limitation in effect under Code section 415(b)(1)(A).

     13.3 Avoiding an Excess Annual Addition

          If, at any time during a Plan Year,  the  allocation of any additional
          Contributions  would produce an excess Annual  Addition for such year,
          Contributions  to be made for the  remainder of the Plan Year shall be
          limited to the amount needed for each affected  Participant to receive
          the maximum Annual Addition.

     13.4 Correcting an Excess Annual Addition

          Upon the  discovery of an excess  Annual  Addition to a  Participant's
          Account (resulting from forfeitures,  allocations, reasonable error in
          determining  Participant   compensation  or  the  amount  of  elective
          contributions,  or other  facts and  circumstances  acceptable  to the
          Internal  Revenue  Service)  the excess  amount  (adjusted  to reflect
          investment  gains) shall first be returned to the  Participant  to the
          extent of his or her  Pre-Tax  Contributions  (however  to the  extent
          Pre-Tax  Contributions  were  matched,  the  applicable  Company Match
          Contributions shall be forfeited in proportion to the returned matched
          Pre-Tax  Contributions)  and the remaining  excess,  if any,  shall be
          forfeited by the Participant and together with forfeited Company Match
          Contributions,  used to reduce subsequent  Contributions as soon as is
          administratively feasible.

     13.5 Correcting a Multiple Plan Excess

          If a  Participant,  whose  Account is credited  with an excess  Annual
          Addition,  received  allocations to more than one defined contribution
          plan, the excess shall be corrected by reducing the Annual Addition to
          this Plan only  after all  possible  reductions  have been made to the
          other defined contribution plans.



                                       50
<PAGE>

     13.6 "Defined Benefit Fraction" Defined

          The fraction, for any Plan Year, where the numerator is the "projected
          annual  benefit"  and the  denominator  is the  greater of 125% of the
          "protected  current accrued  benefit" or the normal limit which is the
          lesser of (1) 125% of the maximum  dollar  limitation  provided  under
          Code section  415(b)(1)(A) for the Plan Year or (2) 140% of the amount
          which may be taken into account  under Code section  415(b)(1)(B)  for
          the Plan Year, where a Participant's:

          (a)  "projected  annual benefit" is the annual benefit provided by the
               Plan determined pursuant to Code section 415(e)(2)(A), and

          (b)  "protected  current accrued benefit" in a defined benefit plan in
               existence  on (1)  July 1,  1982,  shall  be the  accrued  annual
               benefit provided for under Public Law 97-248,  section 235(g)(4),
               as amended,  or (2) on May 6, 1986,  shall be the accrued  annual
               benefit provided for under Public Law 99-514, section 1106(i)(3).

     13.7 "Defined Contribution Fraction" Defined

          The  fraction  where  the  numerator  is the sum of the  Participant's
          Annual  Addition for each Plan Year to date and the denominator is the
          sum of the "annual amounts" for each year in which the Participant has
          performed service with a Related Company.  The "annual amount" for any
          Plan Year is the lesser of (1) 125% of the Code  section  415(c)(1)(A)
          dollar limitation  (determined without regard to subsection (c)(6)) in
          effect for the Plan Year and (2) 140% of the Code section 415(c)(1)(B)
          amount in effect for the Plan Year, where:

          (a)  each Annual  Addition is determined  pursuant to the Code section
               415(c) rules in effect for such Plan Year, and

          (b)  the numerator is adjusted pursuant to Public Law 97-248,  section
               235(g)(3), as amended, or Public Law 99-514, section 1106(i)(4).

     13.8 Combined Plan Limits and Correction

          If a  Participant  has also  participated  in a defined  benefit  plan
          maintained  by a  Related  Company,  the  sum of the  Defined  Benefit
          Fraction and the Defined  Contribution  Fraction for any Plan Year may
          not exceed  1.0.  If the  combined  fraction  exceeds 1.0 for any Plan
          Year, the Participant's benefit under any defined benefit plan (to the
          extent it has not been  distributed  or used to  purchase  an  annuity
          contract)  shall be limited  so that the  combined  fraction  does not
          exceed 1.0 before any defined contribution limits will be enforced.



                                       51
<PAGE>

14   TOP HEAVY RULES
     ---------------

     14.1 Top Heavy Definitions

          When  capitalized,  the following words and phrases have the following
          meanings when used in this Section:

          (a)  "Aggregation  Group". The group consisting of each qualified plan
               of an  Employer  (and its Related  Companies)  (1) in which a Key
               Employee  is a  participant  or  was  a  participant  during  the
               determination   period  (regardless  of  whether  such  plan  has
               terminated),  or (2) which  enables  another plan in the group to
               meet the requirements of Code sections  401(a)(4) and 410(b). The
               Employer may also treat any other  qualified  plan as part of the
               group if the group  would  continue to meet the  requirements  of
               Code  sections  401(a)(4)  and 410(b)  with such plan being taken
               into account.

          (b)  "Determination  Date".  The last Trade Date of the preceding Plan
               Year or, in the case of the  Plan's  first  year,  the last Trade
               Date of the first Plan Year.

          (c)  "Key  Employee".  A  current  or former  Employee  (or his or her
               Beneficiary)  who at any time during the five year period  ending
               on the Determination Date was:

               (1)  an  officer  of a Related  Company  whose  Compensation  (i)
                    exceeds  50% of the  amount in  effect  under  Code  section
                    415(b)(1)(A)  and  (ii)  places  him  within  the  following
                    highest paid group of officers:

                          Number of Employees               Number of
                        not Excluded Under Code           Highest Paid
                           Section 414(q)(8)            Officers Included
                           -----------------            -----------------
                              Less than 30                      3
                               30 to 500              10% of the number of
                                                     Employees not excluded
                                                       under Code section
                                                            414(q)(8)
                             More than 500                     50

               (2)  a more than 5% Owner,

               (3)  a more than 1% Owner whose Compensation exceeds $150,000, or

               (4)  a more than 0.5% Owner who is among the 10 Employees  owning
                    the  largest   interest  in  a  Related  Company  and  whose
                    Compensation exceeds the amount in effect under Code section
                    415(c)(1)(A).



                                       52
<PAGE>

          (d)  "Plan Benefit".  The sum as of the  Determination  Date of (1) an
               Employee's  Account,  (2) the  present  value of his or her other
               accrued  benefits  provided  by all  qualified  plans  within the
               Aggregation  Group,  and (3)  the  aggregate  distributions  made
               within the five year period  ending on such date.  Plan  Benefits
               shall exclude rollover  contributions  and plan to plan transfers
               made after  December 31, 1983 which are both  employee  initiated
               and from a plan maintained by a non-related employer.

          (e)  "Top  Heavy".  The Plan's  status  when the Plan  Benefits of Key
               Employees  account for more than 60% of the Plan  Benefits of all
               Employees who have performed services at any time during the five
               year period ending on the  Determination  Date. The Plan Benefits
               of Employees who were, but are no longer,  Key Employees (because
               they  have not been an  officer  or Owner  during  the five  year
               period), are excluded in the determination.

     14.2 Special Contributions

          (a)  Minimum Contribution Requirement. For each Plan Year in which the
               Plan is Top Heavy, the Employer shall not allow any contributions
               (other than a Rollover  Contribution)  to be made by or on behalf
               of any Key  Employee  unless the  Employer  makes a  contribution
               (other than Pre-Tax and Company Match Contributions) on behalf of
               all Participants  who were Eligible  Employees as of the last day
               of the Plan Year in an  amount  equal to at least 3% of each such
               Participant's  Taxable Income. The Administrator shall remove any
               such contributions (including applicable investment gain or loss)
               credited  to  a  Key  Employee's  Account  in  violation  of  the
               foregoing rule and return them to the Employer or Employee to the
               extent permitted by the Limited Return of Contributions paragraph
               of Section 18.

          (b)  Overriding Minimum Benefit. Notwithstanding,  contributions shall
               be  permitted on behalf of Key  Employees  if the  Employer  also
               maintains a defined benefit plan which  automatically  provides a
               benefit  which  satisfies  the  Code  section  416(c)(1)  minimum
               benefit  requirements,  including the adjustment provided in Code
               section 416(h)(2)(A),  if applicable.  If this Plan is part of an
               aggregation  group in which a Key Employee is receiving a benefit
               and  no  minimum  is  provided  in  any  other  plan,  a  minimum
               contribution  of at least 3% of Taxable  Income shall be provided
               to the  Employees  specified in the  preceding  paragraph of this
               plan.  In addition,  the  Employer  may offset a defined  benefit
               minimum by  contributions  (other than Pre-Tax and Company  Match
               Contributions) made to this Plan.

     14.3 Adjustment to Combined Limits for Different Plans

          For each  Plan  Year in which  the Plan is Top  Heavy,  100%  shall be
          substituted for 125% in determining  the Defined Benefit  Fraction and
          the Defined Contribution Fraction.


                                       53
<PAGE>

15   PLAN ADMINISTRATION
     -------------------

     15.1 Plan Delineates Authority and Responsibility

          Plan fiduciaries include the Company, the Administrator, the Committee
          and/or  the  Trustee,   as  applicable,   whose  specific  duties  are
          delineated in this Plan and Trust. In addition,  Plan fiduciaries also
          include any other person to whom fiduciary duties or responsibility is
          delegated  with respect to the Plan.  Any person or group may serve in
          more than one  fiduciary  capacity  with  respect to the Plan.  To the
          extent permitted under ERISA section 405, no fiduciary shall be liable
          for a breach by another fiduciary.

     15.2 Fiduciary Standards

          Each fiduciary shall:

          (a)  discharge  his or her  duties  in  accordance  with this Plan and
               Trust to the extent they are consistent with ERISA;

          (b)  use that degree of care,  skill,  prudence and  diligence  that a
               prudent  person  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;

          (c)  act  with  the  exclusive   purpose  of  providing   benefits  to
               Participants and their  Beneficiaries,  and defraying  reasonable
               expenses of administering the Plan;

          (d)  diversify  Plan  investments  so as to minimize the risk of large
               losses,  unless under the circumstances it is clearly prudent not
               to do so; and

          (e)  treat similarly  situated  Participants  and  Beneficiaries  in a
               uniform and nondiscriminatory manner.

     15.3 Company is ERISA Plan Administrator

          The  Company is the plan  administrator,  within the  meaning of ERISA
          section 3(16),  which is responsible for compliance with all reporting
          and  disclosure  requirements,  except those that are  explicitly  the
          responsibility  of the Trustee under applicable law. The Administrator
          and/or Committee shall have any necessary  authority to carry out such
          functions  through the actions of the  Administrator,  duly  appointed
          officers of the Company, and/or the Committee.

     15.4 Administrator Duties

          The Administrator  shall have the discretionary  authority to construe
          this Plan and Trust,  other than the  provisions  which  relate to the
          Trustee,  and to do all things  necessary or  convenient to effect the
          intent  and  purposes  of the Plan,  whether  or not such  powers  are
          specifically  set forth in this Plan and Trust.  Actions taken in good
          faith by the  Administrator  shall be  conclusive  and  binding on all
          interested parties,  and shall be given the maximum possible deference
          allowed by law.  In addition to the duties  listed  elsewhere  in this
          Plan and Trust, the Administrator's  authority shall include,  but not
          be limited to, the discretionary authority to:


                                       54
<PAGE>

          (a)  determine  who is  eligible  to  participate,  if a  contribution
               qualifies  as  a  rollover   contribution,   the   allocation  of
               Contributions,  and the  eligibility  for loans,  withdrawals and
               distributions;

          (b)  provide each Participant with a summary plan description no later
               than 90 days  after he or she has become a  Participant  (or such
               other period permitted under ERISA section 104(b)(1)), as well as
               informing each  Participant of any material  modification  to the
               Plan in a timely manner;

          (c)  make a copy of the following  documents available to Participants
               during  normal  work  hours:   this  Plan  and  Trust  (including
               subsequent  amendments),  all annual and  interim  reports of the
               Trustee  related to the entire Plan, the latest annual report and
               the summary plan description;

          (d)  determine  the  fact  of  a   Participant's   death  and  of  any
               Beneficiary's   right  to  receive  the  deceased   Participant's
               interest   based  upon  such  proof  and  evidence  as  it  deems
               necessary;

          (e)  establish and review at least  annually a funding  policy bearing
               in mind both the  short-run  and long-run  needs and goals of the
               Plan.   To  the  extent   Participants   may  direct   their  own
               investments,  the funding policy shall focus on which  Investment
               Funds are available for Participants to use; and

          (f)  adjudicate  claims pursuant to the claims procedure  described in
               Section 18.

     15.5 Advisors May be Retained

          The  Administrator  may retain  such  agents and  advisors  (including
          attorneys,   accountants,   actuaries,  consultants,  record  keepers,
          investment  counsel and  administrative  assistants)  as it  considers
          necessary  to  assist  it  in  the  performance  of  its  duties.  The
          Administrator shall also comply with the bonding requirements of ERISA
          section 412.

     15.6 Delegation of Administrator Duties

          The Company,  as  Administrator of the Plan, has appointed a Committee
          to  administer  the Plan on its behalf.  The Company shall provide the
          Trustee  with  the  names  and  specimen  signatures  of  any  persons
          authorized to serve as Committee  members and act as or on its behalf.
          Any  Committee  member  appointed  by the  Company  shall serve at the
          pleasure  of the  Company,  but may  resign by  written  notice to the
          Company.  Committee members shall serve without  compensation from the
          Plan  for  such  services.  Except  to the  extent  that  the  Company
          otherwise  provides,  any  delegation  of duties to a Committee  shall
          carry with it the full discretionary authority of the Administrator to
          complete such duties.


                                       55
<PAGE>

     15.7 Committee Operating Rules

          (a)  Actions of  Majority.  Any act  delegated  by the  Company to the
               Committee may be done by a majority of its members.  The majority
               may be expressed  by a vote at a meeting or in writing  without a
               meeting,  and a majority  action shall be equivalent to an action
               of all Committee members.

          (b)  Meetings.  The  Committee  shall hold  meetings upon such notice,
               place  and  times  as it  determines  necessary  to  conduct  its
               functions properly.

          (c)  Reliance by Trustee.  The  Committee may authorize one or more of
               its members to execute  documents on its behalf and may authorize
               one or more  of its  members  or  other  individuals  who are not
               members  to  give  written   direction  to  the  Trustee  in  the
               performance  of its duties.  The  Committee  shall  provide  such
               authorization  in  writing  to the  Trustee  with  the  name  and
               specimen  signatures  of  any  person  authorized  to  act on its
               behalf.  The Trustee shall accept such direction and rely upon it
               until  notified  in writing  that the  Committee  has revoked the
               authorization  to give such  direction.  The Trustee shall not be
               deemed  to be on notice of any  change in the  membership  of the
               Committee,  parties  authorized  to  direct  the  Trustee  in the
               performance of its duties,  or the duties delegated to and by the
               Committee until notified in writing.


                                       56
<PAGE>

16   MANAGEMENT OF INVESTMENTS
     -------------------------

     16.1 Trust Agreement

          All Plan assets shall be held by the Trustee in trust,  in  accordance
          with  those  provisions  of this  Plan and Trust  which  relate to the
          Trustee,  for use in providing  Plan benefits and paying Plan expenses
          not paid directly by the Employer.  Plan benefits will be drawn solely
          from  the  Trust  and  paid  by  the   Trustee  as   directed  by  the
          Administrator.  Notwithstanding,  the Administrator may appoint,  with
          the approval of the Trustee,  another  trustee to hold and  administer
          Plan assets which do not meet the requirements of Section 16.2.

     16.2 Investment Funds

          The Administrator is hereby granted authority to direct the Trustee to
          invest Trust assets in one or more  Investment  Funds.  The number and
          composition  of  Investment  Funds may be  changed  from time to time,
          without the  necessity of amending this Plan and Trust  document.  The
          Trustee may  establish  reasonable  limits on the number of Investment
          Funds as well as the acceptable  assets for any such Investment  Fund.
          Each of the Investment Funds may be comprised of any of the following:

          (a)  shares of a  registered  investment  company,  whether or not the
               Trustee  or any of its  affiliates  is an  advisor  to,  or other
               service provider to, such company;

          (b)  collective  investment  funds  maintained by the Trustee,  or any
               other  fiduciary to the Plan,  which are available for investment
               by trusts  which are  qualified  under Code  sections  401(a) and
               501(a);

          (c)  individual  equity and fixed income  securities which are readily
               tradable on the open market;

          (d)  guaranteed  investment  contracts  issued by a bank or  insurance
               company;

          (e)  interest bearing deposits of the Trustee; and

          (f)  Company Stock.

          Any Investment Fund assets invested in a collective  investment  fund,
          shall be subject to all the provisions of the instruments establishing
          and governing such fund. These  instruments,  including any subsequent
          amendments, are incorporated herein by reference.

     16.3 Authority to Hold Cash

          The Trustee shall have the authority to cause the  investment  manager
          of each Investment Fund to maintain sufficient deposit or money market
          type assets in each Investment Fund to handle the Fund's liquidity and
          disbursement   needs.  Each  Participant's  and  Beneficiary's   Sweep
          Account,   which  is  used  to  hold  assets  pending   investment  or
          disbursement,  shall  consist  of  interest  bearing  deposits  of the
          Trustee.


                                       57
<PAGE>

     16.4 Trustee to Act Upon Instructions

          The  Trustee  shall  carry out  instructions  to invest  assets in the
          Investment  Funds as soon as practicable  after such  instructions are
          received from the Administrator,  Participants, or Beneficiaries. Such
          instructions   shall   remain  in   effect   until   changed   by  the
          Administrator, Participants or Beneficiaries.

     16.5 Administrator Has Right to Vote Registered Investment Company Shares

          The  Administrator  shall be entitled to vote  proxies or exercise any
          shareholder  rights relating to shares held on behalf of the Plan in a
          registered investment company. Notwithstanding,  the authority to vote
          proxies and exercise shareholder rights related to such shares held in
          a Custom Fund is vested as provided otherwise in Section 16.

     16.6 Custom Fund Investment Management

          The Administrator may designate,  with the consent of the Trustee,  an
          investment  manager for any Investment Fund established by the Trustee
          solely for Participants of this Plan (a "Custom Fund"). The investment
          manager may be the  Administrator,  Trustee or an  investment  manager
          pursuant to ERISA  section  3(38).The  Administrator  shall advise the
          Trustee in writing of the  appointment  of an  investment  manager and
          shall cause the  investment  manager to  acknowledge to the Trustee in
          writing that the investment manager is a fiduciary to the Plan.

          A Custom Fund shall be subject to the following:

          (a)  Guidelines. Written guidelines,  acceptable to the Trustee, shall
               be  established  for a Custom  Fund.  If a Custom  Fund  consists
               solely of collective  investment  funds or shares of a registered
               investment  company (and sufficient  deposit or money market type
               assets to handle the Fund's  liquidity and  disbursement  needs),
               its' underlying instruments shall constitute the guidelines.

          (b)  Authority of  Investment  Manager.  The  investment  manager of a
               Custom Fund shall have the authority to vote or execute  proxies,
               exercise  shareholder  rights,  manage,  acquire,  and dispose of
               Trust assets. Notwithstanding,  the authority to vote proxies and
               exercise  shareholder  rights  related to shares of Company Stock
               held in a Custom Fund is vested as provided  otherwise in Section
               16.

          (c)  Custody and Trade Settlement.  Unless otherwise  expressly agreed
               to by the  Trustee,  the Trustee  shall  maintain  custody of all
               Custom Fund assets and be  responsible  for the settlement of all
               Custom Fund  trades.  For purposes of this  section,  shares of a
               collective  investment  fund,  shares of a registered  investment
               company and guaranteed  investment  contracts issued by a bank or
               insurance  company,  shall be  regarded as the Custom Fund assets
               instead of the underlying assets of such instruments.


                                       58
<PAGE>

          (d)  Limited  Liability of  Co-Fiduciaries.  Neither the Administrator
               nor the Trustee shall be obligated to invest or otherwise  manage
               any Custom Fund assets for which the Trustee or  Administrator is
               not the investment manager nor shall the Administrator or Trustee
               be liable for acts or omissions  with regard to the investment of
               such assets except to the extent required by ERISA.

     16.7 Authority to Segregate Assets

          The Company may direct the  Trustee to split an  Investment  Fund into
          two or more funds in the event any assets in the Fund are  illiquid or
          the  value  is  not  readily  determinable.   In  the  event  of  such
          segregation,  the Company  shall give  instructions  to the Trustee on
          what value to use for the split-off assets,  and the Trustee shall not
          be responsible for confirming such value.

     16.8 Maximum Permitted Investment in Company Stock

          If the Company provides for a Company Stock Fund(s) the Fund(s) may be
          comprised entirely of Company Stock and the Fund(s) may be as large as
          necessary to comply with Participants' and  Beneficiaries'  investment
          elections and as otherwise  described in Appendix A. Effective July 1,
          1994,  the  preceding  reference  to "and as  otherwise  described  in
          Appendix A" will no longer apply.

     16.9 Participants Have Right to Vote and Tender Company Stock

          Each  Participant  or  Beneficiary  shall be entitled to instruct  the
          Trustee as to the voting or tendering of any full or partial shares of
          Company Stock held on his or her behalf in the Company Stock  Fund(s).
          Prior to such voting or tendering of Company Stock,  each  Participant
          or Beneficiary shall receive a copy of the proxy solicitation or other
          material relating to such vote or tender decision and a blank form for
          the  Participant  or  Beneficiary  to  complete  which  confidentially
          instructs  the  Trustee  to vote or tender  such  shares in the manner
          indicated by the Participants or  Beneficiaries.  Upon receipt of such
          instructions,  the  Trustee  shall act with  respect to such shares as
          instructed.  The Administrator shall instruct the Trustee with respect
          to how to vote or tender  any shares  for which  instructions  are not
          received from Participants or Beneficiaries.

     16.10 Registration and Disclosure for Company Stock

          The   Administrator   shall  be  responsible   for   determining   the
          applicability (and, if applicable, complying with) the requirements of
          the  Securities  Act of 1933,  as amended,  the  California  Corporate
          Securities Law of 1968, as amended,  and any other applicable blue sky
          law. The Administrator  shall also specify what restrictive  legend or
          transfer  restriction,  if any,  is  required  to be set  forth on the
          certificates  for the  securities  and the procedure to be followed by
          the Trustee to effectuate a resale of such securities.


                                       59
<PAGE>

17   TRUST ADMINISTRATION
     --------------------

     17.1 Trustee to Construe Trust

          The Trustee shall have the  discretionary  authority to construe those
          provisions  of this Plan and Trust which  relate to the Trustee and to
          do all things  necessary or  convenient to the  administration  of the
          Trust,  whether or not such powers are  specifically set forth in this
          Plan and Trust.  Actions  taken in good faith by the Trustee  shall be
          conclusive and binding on all interested  parties,  and shall be given
          the maximum possible deference allowed by law.

     17.2 Trustee To Act As Owner of Trust Assets

          Subject to the specific  conditions and  limitations set forth in this
          Plan and Trust,  the  Trustee  shall  have all the  power,  authority,
          rights and  privileges  of an absolute  owner of the Trust assets and,
          not in limitation but in amplification of the foregoing, may:

          (a)  receive,  hold,  manage,  invest  and  reinvest,   sell,  tender,
               exchange,  dispose of, encumber,  hypothecate,  pledge, mortgage,
               lease,  grant  options  respecting,  repair,  alter,  insure,  or
               distribute any and all property in the Trust;

          (b)  borrow  money,  participate  in  reorganizations,  pay  calls and
               assessments,  vote or execute proxies,  exercise  subscription or
               conversion   privileges,   exercise   options  and  register  any
               securities  in the Trust in the name of the  nominee,  in federal
               book entry form or in any other form as will permit title thereto
               to pass by delivery;

          (c)  renew,  extend  the  due  date,  compromise,  arbitrate,  adjust,
               settle,   enforce  or  foreclose,   by  judicial  proceedings  or
               otherwise,  or defend against the same, any obligations or claims
               in favor of or against the Trust; and

          (d)  lend,  through a collective  investment fund, any securities held
               in such collective  investment fund to brokers,  dealers or other
               borrowers and to permit such  securities to be  transferred  into
               the name and custody and be voted by the borrower or others.

     17.3 United States Indicia of Ownership

          The Trustee  shall not  maintain the indicia of ownership of any Trust
          assets  outside  the  jurisdiction  of the  United  States,  except as
          authorized by ERISA section 404(b).

     17.4 Tax Withholding and Payment

          (a)  Withholding.  The Trustee shall  calculate  and withhold  federal
               (and,  if  applicable,  state)  income  taxes with  regard to any
               Eligible  Rollover  Distribution  that is not paid directly to an
               Eligible  Retirement Plan in a Direct Rollover in accordance with
               the Participant's  withholding  election or as required by law if
               no  election  is made or the  election  is less  than the  amount
               required by law. With regard to any taxable  distribution that is
               not  an  Eligible  Rollover   Distribution,   the  Trustee  shall
               calculate and withhold federal (and, if applicable, state) income
               taxes in accordance with the Participant's  withholding  election
               or as required by law if no election is made.

                                       60
<PAGE>

          (b)  Taxes Due From Investment  Funds.  The Trustee shall pay from the
               Investment Fund any taxes or assessments imposed by any taxing or
               governmental  authority  on such  Fund or its  income,  including
               related interest and penalties.

     17.5 Trustee Duties and Limitations

          Unless otherwise agreed to by the Trustee,  the Trustee's duties shall
          be  confined  to  construing  the  terms of the Plan and Trust as they
          relate  to the  Trustee,  receiving  funds  on  behalf  of and  making
          payments from the Trust,  safeguarding  and valuing Trust assets,  and
          investing  and  reinvesting  Trust assets in the  Investment  Funds as
          directed by the Administrator or Participants.  The Trustee shall have
          no  duty  or  authority  to  ascertain  whether  Contributions  are in
          compliance  with the Plan,  to  enforce  collection  or to  compute or
          verify the  accuracy or adequacy or any amount to be paid to it by the
          Employer.  The Trustee shall not be liable for the proper  application
          of any part of the Trust with respect to any disbursement  made at the
          direction of the Administrator.

     17.6 Trust Accounting

          (a)  Annual  Report.  Within  60 days  (or  other  reasonable  period)
               following  the close of the Plan Year,  the Trustee shall provide
               the  Administrator  with an annual accounting of Trust assets and
               information to assist the Administrator in meeting ERISA's annual
               reporting and audit requirements.

          (b)  Periodic Reports.  The Trustee shall maintain records and provide
               sufficient  reporting  to allow  the  Administrator  to  properly
               monitor the Trust's assets and activity.

          (c)  Administrator  Approval.  Approval of any Trustee accounting will
               automatically  occur  90 days  after  such  accounting  has  been
               received by the Administrator,  unless the Administrator  files a
               written objection with the Trustee within such time period.  Such
               approval shall be final as to all matters and transactions stated
               or shown therein and binding upon the Administrator.

     17.7 Valuation of Certain Assets

          If the  Trustee  determines  the Trust  holds  any asset  which is not
          readily  tradable  and  listed  on  a  national   securities  exchange
          registered under the Securities Exchange Act of 1934, as amended,  the
          Trustee may engage a qualified  independent appraiser to determine the
          fair market value of such  property,  and the appraisal  fees shall be
          paid from the Investment Fund containing the asset.


                                       61
<PAGE>

     17.8 Legal Counsel

          The Trustee may consult  with legal  counsel of its choice,  including
          counsel for the Employer or counsel of the Trustee,  upon any question
          or matter  arising under this Plan and Trust.  When relied upon by the
          Trustee,  the  opinion  of such  counsel  shall be  evidence  that the
          Trustee has acted in good faith.

     17.9 Fees and Expenses

          The Trustee's fees for its services as Trustee shall be such as may be
          mutually agreed upon by the Company and the Trustee.  Trustee fees and
          all  reasonable  expenses  of counsel  and  advisors  retained  by the
          Trustee shall be paid in accordance with Section 6.


                                       62
<PAGE>

18   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION
     -------------------------------------------------

     18.1 Plan Does Not Affect Employment Rights

          The Plan does not provide any employment  rights to any Employee.  The
          Employer  expressly reserves the right to discharge an Employee at any
          time,  with or  without  cause,  without  regard  to the  effect  such
          discharge would have upon the Employee's interest in the Plan.

     18.2 Limited Return of Contributions

          Except as provided in this paragraph, (1) Plan assets shall not revert
          to the  Employer  nor be  diverted  for any  purpose  other  than  the
          exclusive  benefit of Participants or their  Beneficiaries;  and (2) a
          Participant's  vested interest shall not be subject to divestment.  As
          provided  in  ERISA  section   403(c)(2),   the  actual  amount  of  a
          Contribution  made  by the  Employer  (or  the  current  value  of the
          Contribution  if a net loss has  occurred)  may revert to the Employer
          if:

          (a)  such Contribution is made by reason of a mistake of fact;

          (b)  initial  qualification  of the Plan under Code section  401(a) is
               not received and a request for such  qualification is made within
               the time  prescribed  under Code section 401(b) (the existence of
               and Contributions under the Plan are hereby conditioned upon such
               qualification); or

          (c)  such  Contribution is not deductible under Code section 404 (such
               Contributions are hereby conditioned upon such  deductibility) in
               the taxable year of the Employer  for which the  Contribution  is
               made.

          The reversion to the Employer must be made (if at all) within one year
          of the  mistaken  payment of the  Contribution,  the date of denial of
          qualification,  or the date of disallowance of deduction,  as the case
          may be. A Participant shall have no rights under the Plan with respect
          to any such reversion.

     18.3 Assignment and Alienation

          As provided by Code section 401(a)(13) and to the extent not otherwise
          required by law, no benefit  provided by the Plan may be  anticipated,
          assigned or alienated, except:

          (a)  to  create,  assign  or  recognize  a right to any  benefit  with
               respect to a Participant pursuant to a QDRO, or

          (b)  to use a  Participant's  vested Account balance as security for a
               loan from the Plan which is  permitted  pursuant to Code  section
               4975.

                                       63
<PAGE>

     18.4 Facility of Payment

          If a Plan benefit is due to be paid to a minor or if the Administrator
          reasonably  believes  that any payee is legally  incapable of giving a
          valid  receipt  and  discharge  for any  payment  due him or her,  the
          Administrator  shall  have the  payment  of the  benefit,  or any part
          thereof,  made to the  person  (or  persons  or  institution)  whom it
          reasonably  believes is caring for or supporting the payee,  unless it
          has  received  due  notice  of claim  therefor  from a duly  appointed
          guardian or conservator of the payee.  Any payment shall to the extent
          thereof,  be a complete  discharge of any liability  under the Plan to
          the payee.

     18.5 Reallocation of Lost Participant's Accounts

          If the  Administrator  cannot locate a person entitled to payment of a
          Plan benefit after a reasonable  search,  the Administrator may at any
          time thereafter  treat such person's Account as forfeited and use such
          amount to offset any Employer  Contributions or as otherwise  provided
          in Section 8. If such person  subsequently  presents the Administrator
          with a valid  claim for the  benefit,  such  person  shall be paid the
          amount  treated as  forfeited,  plus the interest that would have been
          earned  in  the  Sweep  Account  to the  date  of  determination.  The
          Administrator  shall  direct the  Trustee  to pay the amount  from the
          Forfeiture Account or through an additional Employer Contribution.

     18.6 Claims Procedure

          (a)  Right to Make Claim.  An interested  party who disagrees with the
               Administrator's  determination  of  his  or  her  right  to  Plan
               benefits  must  submit a written  claim and  exhaust  this  claim
               procedure before legal recourse of any type is sought.  The claim
               must include the important  issues the interested  party believes
               support the claim. The  Administrator,  pursuant to the authority
               provided in this Plan, shall either approve or deny the claim.

          (b)  Process  for  Denying a Claim.  The  Administrator's  partial  or
               complete   denial  of  an   initial   claim   must   include   an
               understandable,   written  response  covering  (1)  the  specific
               reasons  why the claim is being  denied  (with  reference  to the
               pertinent Plan provisions) and (2) the steps necessary to perfect
               the claim and obtain a final review.

          (c)  Appeal of Denial and Final Review.  The interested party may make
               a written appeal of the Administrator's initial decision, and the
               Administrator  shall  respond  in the  same  manner  and  form as
               prescribed for denying a claim initially.


                                       64
<PAGE>

          (d)  Time Frame.  The  initial  claim,  its  review,  appeal and final
               review  shall  be  made  in a  timely  fashion,  subject  to  the
               following time table:

                                                                 Days to Respond
               Action                                           From Last Action
               ------                                           ----------------
               Administrator determines benefit                               NA
               Interested party files initial request                    60 days
               Administrator's initial decision                          90 days
               Interested party requests final review                    60 days
               Administrator's final decision                            60 days

               However,  the  Administrator  may  take up to twice  the  maximum
               response  time for its initial and final review if it provides an
               explanation  within  the  normal  period of why an  extension  is
               needed and when its decision will be forthcoming.

     18.7 Construction

          Headings are included for reading convenience.  The text shall control
          if any ambiguity or inconsistency  exists between the headings and the
          text.  The  singular  and  plural  shall  be   interchanged   wherever
          appropriate.  References to Participant shall include Beneficiary when
          appropriate and even if not otherwise already expressly stated.

     18.8 Jurisdiction and Severability

          The Plan and Trust  shall be  construed,  regulated  and  administered
          under ERISA and other applicable federal laws and, where not otherwise
          preempted, by the laws of the State of California. If any provision of
          this Plan and Trust shall become invalid or  unenforceable,  that fact
          shall not affect the validity or enforceability of any other provision
          of this Plan and Trust. All provisions of this Plan and Trust shall be
          so construed  as to render them valid and  enforceable  in  accordance
          with their intent.

     18.9 Indemnification by Employer

          The Employers hereby agree to indemnify all Plan  fiduciaries  against
          any and  all  liabilities  resulting  from  any  action  or  inaction,
          (including a Plan  termination in which the Company fails to apply for
          a favorable  determination  from the  Internal  Revenue  Service  with
          respect to the  qualification  of the Plan upon its  termination),  in
          relation  to the  Plan or Trust  (1)  including  (without  limitation)
          expenses  reasonably  incurred in the defense of any claim relating to
          the Plan or its assets, and amounts paid in any settlement relating to
          the Plan or its assets,  but (2) excluding  liability  resulting  from
          actions  or  inactions  made  in bad  faith,  or  resulting  from  the
          negligence  or willful  misconduct  of the Trustee.  The Company shall
          have the right, but not the obligation,  to conduct the defense of any
          action to which this Section  applies.  The Plan  fiduciaries  are not
          entitled  to  indemnity  from the  Plan  assets  relating  to any such
          action.


                                       65
<PAGE>

19   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION
     -----------------------------------------------

     19.1 Amendment

          The  Company  reserves  the right to amend  this Plan and Trust at any
          time,  to any  extent  and in any  manner  it may  deem  necessary  or
          appropriate.  The Company (and not the Trustee)  shall be  responsible
          for adopting any amendments necessary to maintain the qualified status
          of this Plan and Trust under Code sections  401(a) and 501(a).  If the
          Committee is acting as the  Administrator  in accordance  with Section
          15.6, it shall have the  authority to adopt Plan and Trust  amendments
          which have no substantial adverse financial impact upon an Employer or
          the Plan.  All  interested  parties  shall be bound by any  amendment,
          provided that no amendment shall:

          (a)  become  effective  unless it has been adopted in accordance  with
               the procedures set forth in Section 19.5;

          (b)  except to the extent  permissible  under ERISA and the Code, make
               it possible  for any portion of the Trust  assets to revert to an
               Employer  or to be used for, or  diverted  to, any purpose  other
               than for the exclusive  benefit of Participants and Beneficiaries
               entitled to Plan  benefits and to defray  reasonable  expenses of
               administering the Plan;

          (c)  decrease  the  rights  of  any   Employee  to  benefits   accrued
               (including the  elimination of optional forms of benefits) to the
               date on which the  amendment  is adopted,  or if later,  the date
               upon which the amendment becomes effective,  except to the extent
               permitted under ERISA and the Code; nor

          (d)  permit an  Employee  to be paid the balance of his or her Pre-Tax
               Account  unless the payment  would  otherwise be permitted  under
               Code section 401(k).

     19.2 Merger

          This Plan and Trust may not be merged or  consolidated  with,  nor may
          its assets or liabilities be transferred  to, another plan unless each
          Participant  and  Beneficiary  would,  if the resulting plan were then
          terminated,  receive a benefit just after the merger, consolidation or
          transfer  which  is at  least  equal  to the  benefit  which  would be
          received if either plan had terminated just before such event.

     19.3 Divestitures

          In the event of a sale by an Employer  which is a corporation  of: (1)
          substantially all of the Employer's assets used in a trade or business
          to an unrelated corporation, or (2) a sale of such Employer's interest
          in a  subsidiary  to an  unrelated  entity  or  individual,  lump  sum
          distributions  shall be  permitted  from the Plan,  except as provided
          below,  to  Participants   with  respect  to  Employees  who  continue
          employment with the corporation  acquiring such assets or who continue
          employment with such subsidiary, as applicable.

                                       66
<PAGE>

          Notwithstanding, distributions shall not be permitted if the purchaser
          agrees,  in connection with the sale, to be substituted as the Company
          as the  sponsor of the Plan or to accept a transfer  of the assets and
          liabilities representing the Participants' benefits into a plan of the
          purchaser or a plan to be established by the purchaser.

     19.4 Plan Termination

          The Company may, at any time and for any reason, terminate the Plan in
          accordance   with  the  procedures  set  forth  in  Section  19.5,  or
          completely discontinue contributions.  Upon either of these events, or
          in the event of a partial  termination  of the Plan within the meaning
          of Code section 411(d)(3),  the Accounts of each affected Employee who
          has not yet incurred a Break in Service shall be fully  vested.  If no
          successor Plan is established  or maintained,  lump sum  distributions
          will be made in accordance  with the terms of the Plan as in effect at
          the time of the Plan's  termination or as thereafter  amended provided
          that a post-termination  amendment will not be effective to the extent
          that it  violates  Section  19.1  unless  it is  required  in order to
          maintain the qualified  status of the Plan upon its  termination.  The
          Trustee's and Employer's  authority  shall continue  beyond the Plan's
          termination  date  until all Trust  assets  have been  liquidated  and
          distributed.

     19.5 Amendment and Termination Procedures

          The following procedural requirements shall govern the adoption of any
          amendment or termination (a "Change") of this Plan and Trust:

          (a)  The  Company  may  adopt  any  Change  by  action of its board of
               directors in accordance with its normal procedures.

          (b)  The  Committee,  if acting as  Administrator  in accordance  with
               Section  15.6,  may adopt any  amendment  within the scope of its
               authority provided under Section 19.1 and in the manner specified
               in Section 15.7(a).

          (c)  Any Change must be (1) set forth in  writing,  and (2) signed and
               dated by an  executive  officer of the Company or, in the case of
               an  amendment  adopted  by the  Committee,  at  least  one of its
               members.

          (d)  If the  effective  date of any  Change  is not  specified  in the
               document  setting  forth the Change,  it shall be effective as of
               the date it is  signed  by the last  person  whose  signature  is
               required  under  clause  (2)  above,  except to the  extent  that
               another  effective  date is necessary  to maintain the  qualified
               status of this Plan and Trust  under  Code  sections  401(a)  and
               501(a).


                                       67
<PAGE>

          (e)  No change shall become  effective until it is accepted and signed
               by the  Trustee  (which  acceptance  shall  not  unreasonably  be
               withheld).

     19.6 Termination of Employer's Participation

          Any Employer  may, at any time and for any reason,  terminate its Plan
          participation  by action of its board of directors in accordance  with
          its normal  procedures.  Written notice of such action shall be signed
          and dated by an executive officer of the Employer and delivered to the
          Company.  If the effective  date of such action is not  specified,  it
          shall be effective on, or as soon as reasonably practicable, after the
          date of  delivery.  Upon  the  Employer's  request,  the  Company  may
          instruct  the  Trustee  and  Administrator  to spin  off all  affected
          Accounts and  underlying  assets into a separate  qualified plan under
          which the Employer  shall assume the powers and duties of the Company.
          Alternatively,   the   Company  may  treat  the  event  as  a  partial
          termination described above or continue to maintain the Accounts under
          the Plan.

     19.7 Replacement of the Trustee

          The Trustee may resign as Trustee  under this Plan and Trust or may be
          removed  by the  Company  at any time  upon at  least 90 days  written
          notice  (or less if agreed to by both  parties).  In such  event,  the
          Company  shall  appoint a  successor  trustee by the end of the notice
          period. The successor trustee shall then succeed to all the powers and
          duties of the  Trustee  under  this Plan and  Trust.  If no  successor
          trustee has been named by the end of the notice period,  the Company's
          chief  executive  officer  shall become the  trustee,  or if he or she
          declines,  the Trustee may petition the court for the appointment of a
          successor trustee.

     19.8 Final Settlement and Accounting of Trustee

          (a)  Final Settlement.  As soon as is administratively  feasible after
               its resignation or removal as Trustee, the Trustee shall transfer
               to the  successor  trustee  all  property  currently  held by the
               Trust.  However, the Trustee is authorized to reserve such sum of
               money as it may deem  advisable  for payment of its  accounts and
               expenses in  connection  with the  settlement  of its accounts or
               other  fees  or  expenses  payable  by  the  Trust.  Any  balance
               remaining  after payment of such fees and expenses  shall be paid
               to the successor trustee.

          (b)  Final Accounting. The Trustee shall provide a final accounting to
               the  Administrator  within 90 days of the date  Trust  assets are
               transferred to the successor trustee.

          (c)  Administrator  Approval.  Approval of the final  accounting  will
               automatically  occur  90 days  after  such  accounting  has  been
               received by the Administrator,  unless the Administrator  files a
               written objection with the Trustee within such time period.  Such
               approval shall be final as to all matters and transactions stated
               or shown therein and binding upon the Administrator.


                                       68
<PAGE>

                          APPENDIX A - INVESTMENT FUNDS



I.   Investment Funds Available

     The Investment  Funds offered to Participants  and  Beneficiaries as of the
     Effective Date include this set of daily valued funds:



                   Category               Funds
                   --------               -----

                   Money Market           Money Market

                   Fixed Income           U.S. Treasury Allocation

                   Balanced               Asset Allocation

                   Equity                 Company Stock
                                          International Equity
                                          S&P 500 Stock

II.  Default Investment Fund

     The default  Investment  Fund as of the Effective  Date is the Money Market
     Fund.

III. Transition Frozen Company Stock Fund

     As of the Effective Date, a portion of each  Participant's or Beneficiary's
     Profit  Sharing  Account is invested in shares of Company Stock as directed
     by the Company.  A separate  Company  Stock Fund,  designated as the Frozen
     Company Stock Fund, shall be established as of the Effective Date. The Fund
     will  continue  to  operate as a Frozen  Fund  subject  to  investment  and
     disbursement  restrictions as described in item IV until such time as it is
     determined  that it is no longer  necessary  to impose the  investment  and
     disbursement  restrictions.  At or after such time the assets of the Frozen
     Company Stock Fund will be transferred to the Company Stock Fund.

     Effective July 1, 1994, it was determined  that it was no longer  necessary
     to impose the investment and disbursement restrictions as described in item
     IV. The Frozen  Company Stock Fund will no longer  operate as a Frozen Fund
     subject to investment and  disbursement  restrictions  as described in item
     IV.  Effective  on or about  December  31,  1994 the  assets of the  Frozen
     Company Stock Fund will be transferred to the Company Stock Fund.


                                       69
<PAGE>

                          APPENDIX A - INVESTMENT FUNDS
                                   (continued)

IV.  Contribution Accounts For Which Investment and Disbursement is Restricted

     A Participant or Beneficiary may direct the investment of his or her entire
     Account except for the portion of his or her Profit  Sharing  Account which
     as of the Effective  Date is invested in the Company Stock Fund  designated
     as the Frozen Company Stock Fund and earnings thereon to be invested in the
     same.

     The portion of a  Participant's  or  Beneficiary's  Profit Sharing  Account
     invested in the Frozen  Company  Stock Fund is restricted  from  transfers,
     loans,  and  withdrawals  until such time as it is determined that it is no
     longer  necessary to impose the investment and  disbursement  restrictions.
     Effective July 1, 1994, it was determined  that it was no longer  necessary
     to impose such investment and disbursement  restrictions thereby permitting
     a Participant  or Beneficiary to direct the investment of his or her entire
     Account.

V.   Maximum Percentage Restrictions Applicable to Certain Investment Funds

     As of the  Effective  Date,  there are no maximum  percentage  restrictions
     applicable to any Investment Funds.


                                       70
<PAGE>

                 APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES

As of the Effective Date, payment of Plan fees and expenses shall be as follows:

1)   Investment  Management  Fees:  These  are  paid  by  Participants  in  that
     management  fees reduce the  investment  return  reported  and  credited to
     Participants,  except that the  Employer  shall pay the fees related to the
     Company Stock Fund(s).

2)   Recordkeeping Fees: These are paid by the Employer on a quarterly basis.

3)   Loan Fees: A $3.50 per month fee is assessed and billed/collected quarterly
     from the Account of each Participant who has an outstanding loan balance.

4)   Extra Investment Changes: For each change by a Participant,  in excess of 6
     changes per year, a $10 fee will be assessed and billed/collected quarterly
     from the Participant's Account.

5)   Recurring  Payment  Fees:  A $3.00  per  check  fee  will be  assessed  and
     billed/collected quarterly from the Participant's Account.

6)   Additional Fees Paid by Employer:  All other Plan related fees and expenses
     shall be paid by the Employer.  To the extent that the Administrator  later
     elects that any such fees shall be borne by Participants,  estimates of the
     fees shall be determined and reconciled,  at least  annually,  and the fees
     will be assessed monthly and billed/collected from Accounts quarterly.


                                       71
<PAGE>

                         APPENDIX C - LOAN INTEREST RATE

As of the Effective  Date, the interest rate charged on Participant  loans shall
be equal to the Trustee's prime rate, plus 2%.



                                       72
<PAGE>

                                 Amendment No. 1
                                     to the
                     The Harper Group Savings Plan and Trust

     WHEREAS,  The Harper Group, Inc. (the "Company"),  approved and adopted The
Harper  Group  Profit  Sharing  and Tax  Shelter  Investment  Plan,  as  renamed
effective November 1, 1993, The Harper Group Savings Plan (the "Plan") and Trust
Agreement (the "Trust") which were  originally  effective  November 19, 1973 and
most recently restated effective November 1, 1993;

     WHEREAS,  Section  19.1 of the Plan and  Trust  provides  that the  Company
reserves the right to amend the Plan and Trust;

     NOW  THEREFORE  RESOLVED,  that  Sections  5 and 13 are  amended  effective
January 1, 1995,  Section 1 is amended  effective January 1, 1996 and Section 11
is amended effective May 1, 1996 as follows:

Effective January 1, 1995:
--------------------------

1.   Section 5 is amended to restate (a) and (b) of  Subsection  5.1 each in its
     entirety as follows:

     5.1  Company Match Contributions

          (a)  Frequency and Eligibility.

               Basic  Contribution:  For each  period  for  which  Participants'
               Contributions  are made,  the Employer  shall make basic  Company
               Match  Contributions,  as described in the  following  Allocation
               Method  paragraph,  on behalf of each Participant who contributed
               during the period.

               For each Plan Year,  the Employer  shall make basic Company Match
               Contributions,  referred to as  reconciling  basic  Company Match
               Contributions,  as described in the following  Allocation  Method
               paragraph,  on behalf of each Participant who contributed  during
               the period and whose basic Company Match  Contributions  would be
               greater if the  percentage of considered  Pay as described in the
               following Allocation Method paragraph was based on Pay during the
               portion of the Plan Year in which he or she was a Participant and
               an Eligible Employee rather than on Pay for each period for which
               he or she made Participant Contributions.

               Supplemental  Contribution:  For each Plan Year, the Employer may
               make supplemental  Company Match  Contributions,  as described in
               the  following  Allocation  Method  paragraph,  on behalf of each
               Participant who contributed during the period and was an Eligible
               Employee  on the last day of the Plan  Year and each  Participant
               who is otherwise eligible but who ceased being an Employee during
               the Plan Year after  having  attained age 65, or by reason of his
               or her Disability or death.


                                       73
<PAGE>

          (b)  Allocation Method.

               Basic   Contribution:   The  basic  Company  Match  Contributions
               (including  any  Forfeiture  Account  amounts  applied  as  basic
               Company Match  Contributions  in accordance with Section 8.4) for
               each  period  shall  total  50% of  each  eligible  Participant's
               Pre-Tax  Contributions  for the  period,  provided  that no basic
               Company Match  Contributions  (and  Forfeiture  Account  amounts)
               shall be made based upon a Participant's  Contributions in excess
               of 6% of his or her Pay.  The  Employer  may change the basic 50%
               matching  rate  or  the  6%  of  considered   Pay  to  any  other
               percentages,   including  0%,  generally  by  notifying  eligible
               Participants  in  sufficient  time to adjust  their  Contribution
               elections  prior to the  start of the  period  for  which the new
               percentages apply.

               The reconciling basic Company Match  Contribution  (including any
               Forfeiture  Account amounts applied as reconciling  basic Company
               Match  Contributions  in  accordance  with  Section 8.4) for each
               period shall total the  difference,  if any, of the basic Company
               Match  Contributions  that  would  have  been  credited  to  each
               eligible  Participant if the 6% of Pay (or such percentage of Pay
               as in effect)  was based on Pay  during  the  portion of the Plan
               Year  in  which  he or she  was a  Participant  and  an  Eligible
               Employee  rather  than on Pay for each period for which he or she
               made Participant Contributions.

               Supplemental   Contribution:   The  supplemental   Company  Match
               Contributions  (including any Forfeiture  Account amounts applied
               as supplemental  Company Match  Contributions  in accordance with
               Section  8.4) for the Plan  Year  shall  total a  percentage,  as
               determined  by  the  Employer,  of  each  eligible  Participant's
               Pre-Tax  Contributions  for  the  Plan  Year,  provided  that  no
               supplemental  Company Match Contributions (and Forfeiture Account
               amounts) shall be made based upon a  Participant's  Contributions
               in excess of the  percentage of his or her Pay eligible for basic
               Company Match Contributions.

2.   Section  13 is  amended  to  restate  Subsection  13.2 in its  entirety  as
     follows:

     13.2 Maximum Annual Addition

          The Annual  Addition to a  Participant's  accounts under this Plan and
          any other defined  contribution plan maintained by any Related Company
          for any Plan Year shall not exceed the lesser of (1) 25% of his or her
          Taxable  Income or (2)  $30,000  (as  adjusted  for the cost of living
          pursuant to Code section 415(d)).

Effective January 1, 1996:
--------------------------

1.   Section 1 is amended to restate Subsection 1.51 in its entirety as follows:

     1.51 "Trustee". BZW Barclays Global Investors, National Association.

                                       74
<PAGE>

Effective May 1, 1996:
----------------------

1.   Section 11 is amended to restate the introduction to Subsection 11.2 and to
     restate Subsection 11.3, including the Title thereof,  each in its entirety
     as follows:

     11.2 Payment Form and Medium

          Except to the extent otherwise provided by Section 11.3, a Participant
          may elect to be paid in any of these forms:

     11.3 Distribution of Small Amounts

          If after a Participant's  employment with all Related  Companies ends,
          the Participant's  vested Account balance is $3,500 or less, and if at
          the  time of any  prior  in-service  withdrawal  or  distribution  the
          Participant's  vested  Account  balance  did not  exceed  $3,500,  the
          Participant's  benefit  shall be paid as a single  lump sum as soon as
          administratively  feasible in accordance with procedures prescribed by
          the Administrator.



Date:                       , 19      The Harper Group, Inc.
      ----------------------    ----
                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

The  provisions  of the above  amendment  which relate to the Trustee are hereby
approved and executed.


Date:                       , 19      BZW Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

Date:                       , 19      BZW Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------



                                       75
<PAGE>

                                 Amendment No. 2
                                     to the
                Circle International Group Savings Plan and Trust

     WHEREAS,  Circle  International Group, Inc. (the "Company") (formerly known
as The Harper Group, Inc.), approved and adopted The Harper Group Profit Sharing
and Tax Shelter  Investment  Plan as renamed,  effective  November 1, 1993,  The
Harper Group  Savings Plan and again  subsequently  renamed,  effective  May 13,
1997,  the  Circle  International  Group  Savings  Plan (the  "Plan")  and Trust
Agreement (the "Trust") which were originally  effective November 19, 1973, most
recently restated effective November 1, 1993 and subsequently amended;

     WHEREAS,  effective May 13, 1997,  The Harper Group,  Inc.  became known as
Circle  International  Group, Inc. and The Harper Group Savings Plan was renamed
the Circle International Group Savings Plan;

     WHEREAS,  Section  19.1 of the Plan and  Trust  provides  that the  Company
reserves the right to amend the Plan and Trust;

     NOW  THEREFORE  RESOLVED,  that  Sections  1 and 18 are  amended  effective
October 13, 1996,  Section 1 is amended effective October 15, 1996, Section 3 is
amended  effective  February 3, 1997 and Section 1 is amended  effective May 13,
1997 as follows:

Effective October 13, 1996:
---------------------------

1.   Section 1 is amended to add a new Subsection  1.52 and to redesignate  each
     subsequent Subsection as follows:

     1.52 "USERRA".  The Uniformed Services  Employment and Reemployment  Rights
          Act of 1994.

2.   Section 18 is amended to add a new Subsection 18.2 and to redesignate  each
     subsequent Subsection as follows:

     18.2 Compliance With USERRA

          Notwithstanding any provision of the Plan to the contrary, with regard
          to an Employee who serves in qualified military service (as defined by
          Code section  414(u)(5))  and is reemployed  on or after  December 12,
          1994, within the time required by USERRA,  contributions shall be made
          and benefits and service  credit shall be provided with respect to his
          or her  qualified  military  service in  accordance  with Code section
          414(u). Furthermore,  notwithstanding any provision of the Plan to the
          contrary,  Participant  loan payments may be suspended during a period
          of qualified military service.

Effective October 15, 1996:
---------------------------

1.   Section 1 is amended to restate Subsection 1.51 in its entirety as follows:

     1.51 "Trustee". Barclays Global Investors, National Association.


                                       76
<PAGE>

Effective February 3, 1997:
---------------------------

1.   Section 3 is amended to restate Subsection 3.6 in its entirety as follows:

     3.6  Timing, Posting and Tax Considerations

          Participants'  Contributions,  other than Rollover Contributions,  may
          only be made through payroll deduction.  Such amounts shall be paid to
          the  Trustee in cash and posted to each  Participant's  Account(s)  as
          soon as such amounts can  reasonably be separated  from the Employer's
          general assets and balanced against the specific amount made on behalf
          of each Participant.  In no event, however, shall such amounts be paid
          to the Trustee  more than 15 business  days  following  the end of the
          month that includes the date amounts are deducted from a Participant's
          Pay (or as that maximum  period may be  otherwise  extended by ERISA).
          Pre-Tax  Contributions  shall be treated as  Contributions  made by an
          Employer in determining tax deductions under Code section 404(a).

Effective May 13, 1997:
-----------------------

1.   Section  1 is  amended  to  restate  Subsections  1.9 and 1.39  each in its
     entirety as follows:

     1.9  "Company".  Circle  International  Group,  Inc.  or any  successor  by
          merger, purchase or otherwise.

     1.39 "Plan". The Circle  International Group Savings Plan set forth in this
          document, as from time to time amended.


Date:                       , 19      The Circle International Group, Inc.
      ----------------------    ----
                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

The  provisions  of the above  amendment  which relate to the Trustee are hereby
approved and executed.


Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

                                       77
<PAGE>

                                 Amendment No. 3
                                     to the
                Circle International Group Savings Plan and Trust

     WHEREAS,  Circle  International Group, Inc. (the "Company") (formerly known
as The Harper Group, Inc.), approved and adopted The Harper Group Profit Sharing
and Tax Shelter  Investment  Plan as renamed,  effective  November 1, 1993,  The
Harper Group  Savings Plan and again  subsequently  renamed,  effective  May 13,
1997,  the  Circle  International  Group  Savings  Plan (the  "Plan")  and Trust
Agreement (the "Trust") which were originally  effective November 19, 1973, most
recently restated effective November 1, 1993 and subsequently amended;

     WHEREAS,  Section  19.1 of the Plan and  Trust  provides  that the  Company
reserves the right to amend the Plan and Trust;

     NOW  THEREFORE  RESOLVED,  that  Sections  1, 3, 4,  9,  11,  12 and 15 are
effective  January 1, 1997,  Section 13 is amended effective January 1, 1998 and
Sections 13 and 14 are amended effective January 1, 2000 as follows:

Effective January 1, 1997:
--------------------------

1.   Section 1 is amended to restate  Subsections  1.11, 1.13, 1.18 and 1.29, to
     hereby  delete  the  last  paragraph  of  Subsection  1.37,  to  add  a new
     Subsection 1.43 and to redesignate each subsequent Subsection as follows:

     1.11 "Compensation".  The sum of a Participant's  Taxable Income and salary
          reductions,   if  any,  pursuant  to  Code  section  125,   402(e)(3),
          402(h)(1)(B), 403(b), 408(p)(2)(A)(i) or 457.

          For purposes of determining  benefits under the Plan,  Compensation is
          limited  to  $150,000  per Plan Year (as  adjusted  for cost of living
          increases pursuant to Code sections 401(a)(17) and 415(d)).

          For purposes of determining  HCEs and key employees and for Plan Years
          commencing  after  December  31, 1997,  for purposes of Section  13.2,
          Compensation  for the entire Plan Year shall be used.  For purposes of
          determining ADP and ACP, Compensation shall be limited to amounts paid
          to an Eligible Employee while a Participant.

     1.13 "Contribution   Dollar  Limit".   The  annual  limit  placed  on  each
          Participant's  Pre-Tax  Contributions,   which  shall  be  $7,000  per
          calendar  year (as adjusted for cost of living  increases  pursuant to
          Code sections  402(g)(5) and 415(d)).  For purposes of this Section, a
          Participant's  Pre-Tax  Contributions  shall  include (i) any employer
          contribution  under a  qualified  cash  or  deferred  arrangement  (as
          defined in Code section  401(k)) to the extent not includible in gross
          income for the taxable year under Code section  402(e)(3)  (determined
          without regard to Code section 402(g)), (ii) any employer contribution
          to the extent not  includible  in gross  income for the  taxable  year
          under Code section  402(h)(1)(B)  (determined  without  regard to Code
          section  402(g)),  (iii) any  employer  contribution  to  purchase  an
          annuity  contract under Code section  403(b) under a salary  reduction
          agreement (within the meaning of Code section  3121(a)(5)(D)) and (iv)
          any elective employer contribution under Code section 408(p)(2)(A)(i).


                                       78
<PAGE>

     1.18 "Eligible Employee". An Employee of an Employer, except any Employee:

          (a)  who is  treated  as an  Employee  because  he or she is a  Leased
               Employee; or

          (b)  who is a  nonresident  alien who (I)  either  receives  no earned
               income  (within  the  meaning of Code  section  911(d)(2)),  from
               sources within the United States under Code section 861(a)(3); or
               (ii)  receives  such earned  income from such sources  within the
               United States but such income is exempt from United States income
               tax under an applicable income tax convention.

     1.29 "Leased  Employee".  An  individual,  not otherwise an Employee,  who,
          pursuant  to an  agreement  between  a Related  Company  and a leasing
          organization, has performed, on a substantially full-time basis, for a
          period of at least 12 months,  services under the primary direction or
          control of the Related Company, unless:

          (a)  the  individual  is  covered  by a money  purchase  pension  plan
               maintained   by  the   leasing   organization   and  meeting  the
               requirements of Code section 414(n)(5)(B), and

          (b)  such   individuals  do  not  constitute  more  than  20%  of  all
               Non-Highly Compensated Employees of all Related Companies (within
               the meaning of Code section 414(n)(5)(C)(ii)).

     1.43 "Required  Beginning  Date".  The latest date benefit  payments  shall
          commence to a Participant.  Such date shall mean the April 1 that next
          follows the calendar year in which the Participant attains age 70 1/2.

2.   Section 3 is amended to restate Subsection 3.5 in its entirety as follows:

     3.5  Refunds When Contribution Dollar Limit Exceeded

          A Participant who makes Pre-Tax  Contributions  for a calendar year to
          the Plan and comparable  contributions to any other qualified  defined
          contribution  plan in  excess  of the  Contribution  Dollar  Limit may
          notify the  Administrator  in writing by the following  March 1 (or as
          late as April 14 if allowed by the  Administrator)  that an excess has
          occurred.  In this event,  the amount of the excess  specified  by the
          Participant,  adjusted for investment gain or loss,  shall be refunded
          to him or her by the April 15 following the year of deferral and shall
          not be included  as an Annual  Addition  (as defined in Section  13.1)
          under Code section 415 for the year  contributed.  The excess  amounts
          shall first be taken from  unmatched  Pre-Tax  Contributions  and then
          from matched Pre-Tax  Contributions.  Any Company Match  Contributions
          attributable to refunded excess Pre-Tax  Contributions as described in
          this Section, adjusted for investment gain or loss, shall be forfeited
          and used as described in Section 8. Refunds and forfeitures  shall not
          include  investment gain or loss for the period between the end of the
          applicable calendar year and the date of distribution or forfeiture.


                                       79
<PAGE>

3.   Section  4 is  amended  to  restate  the  Heading  thereof  and to  restate
     Subsection  4.2,  including  the Title  thereof,  each in its  entirety  as
     follows:

  4  ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS
     ----------------------------------------------------------------------

     4.2  Transfers From and To Other Qualified Plans

          The  Administrator  may instruct the Trustee to receive assets in cash
          or in kind directly from another  qualified plan or to transfer assets
          in cash or in kind directly to another  qualified plan;  provided that
          receipt of a transfer shall not be directed if:

          (a)  any amounts are not exempted by Code section  401(a)(11)(B)  from
               the  annuity  requirements  of Code  section  417 unless the Plan
               complies with such requirements; or

          (b)  any amounts include benefits  protected by Code section 411(d)(6)
               which would not be preserved under applicable Plan provisions.

          The Trustee may refuse to receive any such transfer if:

          (a)  the Trustee finds the in kind assets unacceptable; or

          (b)  instructions  for posting amounts to  Participants'  Accounts are
               incomplete.

          Such  amounts  shall  be  posted  to  the   appropriate   Accounts  of
          Participants  as of the date received by the Trustee.  To the extent a
          receipt of a transfer  includes  Participant  loans,  such loans shall
          continue in effect subject to the terms and conditions in effect as of
          the date of the transfer.

4.   Section  9 is  amended  to  restate  Subsection  9.9,  including  the Title
     thereof, in its entirety as follows:

     9.9  Repayment Suspension, Default and Call Feature

          (a)  Repayment Suspension. The Administrator may agree to a suspension
               of loan payments for up to six months for a Participant who is on
               a Leave of Absence  without pay.  During the  suspension  period,
               interest  shall  continue  to  accrue  on  the  outstanding  loan
               balance.   At  the  expiration  of  the  suspension   period  all
               outstanding  loan payments and accrued  interest thereon shall be
               due unless otherwise agreed upon by the Administrator.

          (b)  Default.  A loan is treated as in  default  if a  scheduled  loan
               payment is not made at the time  required.  A  Participant  shall
               then have a grace  period to cure the  default  before it becomes
               final.  Such  grace  period  shall be for a period  that does not
               extend beyond the last day of the calendar quarter  following the
               calendar  quarter in which the scheduled  loan payment was due or
               such lesser or greater  maximum period as may later be authorized
               by Code section 72(p).


                                       80
<PAGE>

               In the event a default is not cured within the grace period,  the
               Administrator  may direct the  Trustee to report the  outstanding
               principal  balance of the loan and accrued  interest thereon as a
               taxable  distribution  to  the  Participant.  As  soon  as a Plan
               withdrawal or distribution to such Participant would otherwise be
               permitted,  the Administrator may instruct the Trustee to execute
               upon  its  security  interest  in the  Participant's  Account  by
               distributing the note to the Participant.

          (c)  Call Feature.  The Administrator shall have the right to call any
               Participant loan once a Participant's employment with all Related
               Companies has terminated or if the Plan is terminated.

5.   Section 11 is amended to restate the Heading thereof,  to restate the first
     paragraph  of  Subsection  11.1  in  its  entirety,  to  add a  new  second
     paragraph,  to restate  Subsections  11.5 and 11.7 and items (a) and (c) of
     Subsection 11.8 each in its entirety as follows:

  11 DISTRIBUTIONS  ONCE  EMPLOYMENT  ENDS  OR  BY  REASON  OF  A  PARTICIPANT'S
     ---------------------------------------------------------------------------
     REQUIRED BEGINNING DATE
     -----------------------

     11.1 Benefit Information, Notices and Election

          A  Participant,  or his or her  Beneficiary  in the case of his or her
          death, shall be provided with information regarding all optional times
          and forms of  distribution  available  under the Plan,  including  the
          notices prescribed by Code sections 402(f) and 411(a)(11).  Subject to
          the other requirements of this Section,  a Participant,  or his or her
          Beneficiary in the case of his or her death, may elect, in such manner
          and with such advance  notice as prescribed by the  Administrator,  to
          have his or her vested  Account  balance paid to him or her  beginning
          upon any Settlement  Date following the  Participant's  termination of
          employment with all Related  Companies and a reasonable period of time
          during which the Administrator  shall process,  and inform the Trustee
          of, the Participant's  termination or, if earlier,  at the time of the
          Participant's Required Beginning Date.

          Notwithstanding, if a Participant's termination of employment with all
          Related  Companies does not  constitute a separation  from service for
          purposes of Code section 401(k)(2)(B)(i)(I) or otherwise constitute an
          event set  forth  under  Code  section  401(k)(10)(A)(ii)  or (iii) as
          described  in Section  19.3,  the portion of a  Participant's  Account
          subject to the  distribution  rules of Code section  401(k) may not be
          distributed  until such time as he or she  separates  from service for
          purposes of Code section  401(k)(2)(B)(i)(I) or, if earlier, upon such
          other event as described in Code section  401(k)(2)(B) and as provided
          for in the Plan.

                                       81
<PAGE>

     11.5 Latest Commencement Permitted

          In addition to any other Plan  requirements  and unless a  Participant
          elects  otherwise,  his or her benefit  payments shall begin not later
          than 60 days after the end of the Plan Year in which he or she attains
          his or her Normal  Retirement  Date or  retires,  whichever  is later.
          However,  if  the  amount  of  the  payment  or  the  location  of the
          Participant  (after a reasonable search) cannot be ascertained by that
          deadline,  payment  shall  be made no  later  than 60 days  after  the
          earliest date on which such amount or location is  ascertained  but in
          no event  later than the  Participant's  Required  Beginning  Date.  A
          Participant's  failure to elect in such  manner as  prescribed  by the
          Administrator to have his or her vested Account balance paid to him or
          her,  shall be deemed an election by the  Participant  to defer his or
          her  distribution  but in no event shall his or her  benefit  payments
          commence later than his or her Required Beginning Date.

          If benefit  payments  cannot  begin at the time  required  because the
          location of the Participant  cannot be ascertained (after a reasonable
          search),  the  Administrator  may, at any time thereafter,  treat such
          person's  Account as forfeited  subject to the  provisions  of Section
          18.6.

     11.7 Incidental Benefit Rule

          The  Participant's  payment  election  must  be  consistent  with  the
          requirement that, if the  Participant's  spouse is not his or her sole
          primary Beneficiary, the minimum annual distribution for each calendar
          year,  beginning  with the calendar  year  preceding the calendar year
          that includes the Participant's  Required Beginning Date, shall not be
          less than the  quotient  obtained  by dividing  (a) the  Participant's
          vested Account balance as of the last Trade Date of the preceding year
          by (b) the  applicable  divisor  as  determined  under the  incidental
          benefit requirements of Code section 401(a)(9).

     11.8 Payment to Beneficiary

          (a)  If the Participant dies after his or her Required Beginning Date,
               payment  to his or her  Beneficiary  must  be made  at  least  as
               rapidly as provided in the Participant's distribution election;

          (c)  If  the  Participant   and  the  surviving   spouse  who  is  the
               Beneficiary die (i) before the Participant's  Required  Beginning
               Date and (ii)  before  payments  have  begun to the  spouse,  the
               spouse  shall be treated as the  Participant  in  applying  these
               rules.

6.   Section 12 is amended to hereby  delete  item (h) of  Subsection  12.1,  to
     redesignate  each  subsequent  item, to restate items (h) and (i) (formerly
     items  (i) and (j)) of  Subsection  12.1  each in its  entirety,  to hereby
     delete item (j) (formerly item (k)) of Subsection 12.1, to redesignate each
     subsequent item, to restate  Subsection 12.2 and the Introduction and items
     (a) and (b) of  Subsection  12.3 each in its  entirety  as  follows  and to
     hereby delete item (d) of Subsection 12.3:

                                       82
<PAGE>

     12.1 Contribution Limitation Definitions

          (h)  "HCE" or  "Highly  Compensated  Employee".  With  respect  to all
               Related  Companies,  an  Employee  who (in  accordance  with Code
               section 414(q)):
               (1)  Was a more than 5% Owner (within the meaning of Code section
                    414(q)(2)) at any time during the Plan Year or the preceding
                    Plan Year; or

               (2)  Received  Compensation  during  the  preceding  Plan Year in
                    excess of $80,000  (as  adjusted  for such Year  pursuant to
                    Code  sections  414(q)(1)  and  415(d))  or, if the  Company
                    elects for such  preceding  Plan Year, "in excess of $80,000
                    (as  adjusted  for  such  Year  pursuant  to  Code  sections
                    414(q)(1)  and  415(d))  and was a member  of the  "top-paid
                    group"  (within the meaning of Code section  414(q)(3))  for
                    such  preceding  Plan  Year"  shall be  substituted  for the
                    preceding  reference  to "in excess of $80,000 (as  adjusted
                    for  such  Year  pursuant  to Code  sections  414(q)(1)  and
                    415(d))".

                    A former  Employee  shall be  treated  as an HCE if (1) such
                    former  Employee  was an HCE when he or she  separated  from
                    service,  or (2) such former  Employee was an HCE in service
                    at any time after attaining age 55.

                    The  determination of who is an HCE and the determination of
                    the number and identity of  Employees in the top-paid  group
                    shall be made in accordance with Code section 414(q).

          (i)  "HCE  Group"  and  "NHCE  Group".  With  respect  to all  Related
               Companies,  the  respective  group  of  HCEs  and  NHCEs  who are
               eligible to have amounts contributed on their behalf for the Plan
               Year,  including  Employees  who would be eligible  but for their
               election not to participate  or to  contribute,  or because their
               Pay is greater  than zero but does not  exceed a stated  minimum.
               For Plan Years  commencing  after December 31, 1998, with respect
               to all Related Companies, if the Plan permits participation prior
               to an  Eligible  Employee's  satisfaction  of the minimum age and
               service  requirements  of  Code  section  410(a)(1)(A),  Eligible
               Employees   who  have  not  met  the   minimum  age  and  service
               requirements of Code section  410(a)(1)(A) may be excluded in the
               determination of the NHCE Group, but not in the  determination of
               the HCE Group,  for purposes of (i) the ADP Test, if Code section
               410(b)(4)(B) is applied in determining whether the 401(k) portion
               of the Plan meets the  requirements  of Code section  410(b),  or
               (ii) the ACP Test, if Code 410(b)(4)(B) is applied in determining
               whether the 401(m) portion of the Plan meets the  requirements of
               Code section 410(b).

               (1)  If the Related  Companies  maintain  two or more plans which
                    are subject to the ADP or ACP Test and are considered as one
                    plan for purposes of Code sections  401(a)(4) or 410(b), all
                    such plans shall be  aggregated  and treated as one plan for
                    purposes of meeting the ADP and ACP Tests, provided that the
                    plans  may only be  aggregated  if they  have the same  plan
                    year.

                                       83
<PAGE>

               (2)  If an HCE is  covered  by more  than  one  cash or  deferred
                    arrangement,   or  more  than  one  arrangement   permitting
                    employee  or  matching  contributions,   maintained  by  the
                    Related  Companies,  all such plans shall be aggregated  and
                    treated as one plan  (other than those plans that may not be
                    permissively  aggregated)  for purposes of  calculating  the
                    separate  percentage  for  the  HCE  which  is  used  in the
                    determination of the Average Percentage. For purposes of the
                    preceding sentence, if such plans have different plan years,
                    the plans are  aggregated  with  respect  to the plan  years
                    ending with or within the same calendar year.

     12.2 ADP and ACP Tests

          For each Plan Year, the ADP and ACP for the HCE Group must meet either
          the Basic or  Alternative  Limitation  when compared to the respective
          preceding  Plan Year's ADP and ACP for the preceding  Plan Year's NHCE
          Group, defined as follows:

          (a)  Basic Limitation. The HCE Group Average Percentage may not exceed
               1.25 times the NHCE Group Average Percentage.

          (b)  Alternative  Limitation.  The HCE  Group  Average  Percentage  is
               limited by  reference  to the NHCE Group  Average  Percentage  as
               follows:

                       If the NHCE Group             Then the Maximum HCE
                     Average Percentage is:      Group Average Percentage is:
                     ----------------------      ----------------------------
                          Less than 2%           2 times NHCE Group Average %
                            2% to 8%              NHCE  Group  Average % plus
                        2% More than 8%          NA - Basic Limitation applies

          Alternatively,  the  Company  may elect to use the Plan Year's ADP for
          the NHCE Group for the Plan Year  and/or  the Plan  Year's ACP for the
          NHCE Group for the Plan Year. If such election is made,  such election
          may not be changed except as provided by the Code.

     12.3 Correction of ADP and ACP Tests

          If the  ADP  or  ACP  Tests  are  not  met,  the  Administrator  shall
          determine,  no later  than the end of the next  Plan  Year,  a maximum
          percentage to be used in place of the  calculated  percentage  for all
          HCEs  that  would  reduce  the ADP  and/or  ACP for the HCE Group by a
          sufficient amount to meet the ADP and ACP Tests.

          With regard to each HCE whose Deferral  percentage and/or Contribution
          percentage is in excess of the maximum percentage,  a dollar amount of
          excess Deferrals and/or excess  Contributions shall then be determined
          by (i) subtracting the product of such maximum  percentage for the ADP
          and the HCE's  Compensation  from the HCE's actual  Deferrals and (ii)
          subtracting the product of such maximum percentage for the ACP and the
          HCE's Compensation from the HCE's actual  Contributions.  Such amounts
          shall then be  aggregated  to  determine  the total  dollar  amount of
          excess   Deferrals  and/or  excess   Contributions.   ADP  and/or  ACP
          corrections  shall be made in accordance  with the leveling  method as
          described below.

                                       84
<PAGE>

          (a)  ADP Correction.  The HCE with the highest  Deferral dollar amount
               shall have his or her Deferral dollar amount reduced in an amount
               equal to the lesser of the dollar amount of excess  Deferrals for
               all  HCEs  or the  dollar  amount  that  would  cause  his or her
               Deferral  dollar  amount  to equal  that of the HCE with the next
               highest  Deferral  dollar  amount.  The process shall be repeated
               until the total of the Deferral dollar amount  reductions  equals
               the dollar amount of excess Deferrals for all HCEs.

               To the extent an HCE's Deferrals were determined to be reduced as
               described in the paragraph above, Pre-Tax Contributions shall, by
               the end of the next Plan Year,  be  refunded  to the HCE,  except
               that such  amount to be  refunded  shall be  reduced  by  Pre-Tax
               Contributions  previously  refunded  because  they  exceeded  the
               Contribution  Dollar  Limit.  The excess  amounts  shall first be
               taken from unmatched Pre-Tax  Contributions and then from matched
               Pre-Tax   Contributions.    Any   Company   Match   Contributions
               attributable   to  refunded  excess  Pre-Tax   Contributions   as
               described in this Section,  adjusted for investment  gain or loss
               for the  Plan  Year to which  the  excess  Pre-Tax  Contributions
               relate, shall be forfeited and used as described in Section 8.

          (b)  ACP  Correction.  The HCE with the  highest  Contribution  dollar
               amount shall have his or her  Contribution  dollar amount reduced
               in an amount  equal to the lesser of the dollar  amount of excess
               Contributions  for all HCEs or the dollar amount that would cause
               his or her  Contribution  dollar  amount to equal that of the HCE
               with the next highest  Contribution  dollar  amount.  The process
               shall be  repeated  until  the total of the  Contribution  dollar
               amount   reductions   equals   the   dollar   amount   of  excess
               Contributions for all HCEs.

               To the  extent  an  HCE's  Contributions  were  determined  to be
               reduced  as  described  in the  paragraph  above,  Company  Match
               Contributions  shall,  by the  end  of the  next  Plan  Year,  be
               refunded to the HCE to the extent vested,  and forfeited and used
               as  described  in Section 8 to the extent such  amounts  were not
               vested, as of the end of the Plan Year being tested.

          (c)  Investment  Fund  Sources.  Once the  amount of excess  Deferrals
               and/or  Contributions  is  determined,  within each  Account from
               which amounts are refunded or  forfeited,  amounts shall first be
               taken from the Sweep Account and then taken by Investment Fund in
               direct  proportion  to the  market  value  of  the  Participant's
               interest in each  Investment Fund (which excludes his or her Loan
               Account  balance) as of the Trade Date on which the correction is
               processed

7.   Section 15 is amended to restate the first  sentence of Subsection  15.6 in
     its entirety as follows:

     15.6 Delegation of Administrator Duties

          The Company,  as Administrator of the Plan, may appoint a Committee to
          administer the Plan on its behalf.

                                       85
<PAGE>

Effective January 1, 1998:
--------------------------

1.   Section 13 is amended to hereby  change the  reference in  Subsection  13.2
     from "Taxable Income" to "Compensation".

Effective January 1, 2000:
--------------------------

1.   Section 13 is amended to hereby delete Subsections 13.6, 13.7 and 13.8.

2.   Section 14 is amended to hereby delete Subsection 14.3.




Date:                       , 19      The Circle International Group, Inc.
      ----------------------    ----
                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

The  provisions  of the above  amendment  which relate to the Trustee are hereby
approved and executed.


Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------



                                       86
<PAGE>

                                                                     Exhibit 5.1

                                September 1, 1998



Circle International Group, Inc.
260 Townsend Street
San Francisco, CA  94107-0933

            Re:   Circle International Group, Inc./
                  Registration Statement on Form S-8

Ladies and Gentlemen:

     At your  request,  we are  rendering  this opinion in  connection  with the
proposed issuance pursuant to the Circle  International  Group Savings Plan (the
"Plan"), of up to 100,000 additional shares of common stock ("Common Stock"), of
the Circle International Group, Inc., a Delaware corporation (the "Company").

     We have  examined  instruments,  documents,  and  records  which we  deemed
relevant and necessary for the basis of our opinion  hereinafter  expressed.  In
such  examination,  we have  assumed  the  following:  (a) the  authenticity  of
original documents and the genuineness of all signatures;  (b) the conformity to
the  originals of all  documents  submitted to us as copies;  and (c) the truth,
accuracy, and completeness of the information,  representations,  and warranties
contained in the  records,  documents,  instruments,  and  certificates  we have
reviewed.

     Based  on  such  examination,  we are  of  the  opinion  that  the  100,000
additional  shares of Common  Stock to be issued by the Company  pursuant to the
Plan after the filing of this  Registration  Statement  on Form S-8 are  validly
authorized  shares of Common  Stock,  and,  when issued in  accordance  with the
provisions of the Plan after the filing of this Registration Statement,  will be
legally issued, fully paid, and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to this
Registration  Statement  on  Form  S-8 and to the use of our  name  wherever  it
appears  in said  Registration  Statement.  In giving  such  consent,  we do not
consider  that we are  "experts"  within the meaning of such term as used in the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.

                                    Very truly yours,

                                    /s/ Orrick, Herrington & Sutcliffe LLP

                                    ORRICK, HERRINGTON & SUTCLIFFE LLP

                                       87
<PAGE>

                                                                    Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining  to the Circle  Internatonal  Group  Savings Plan of our report
dated August 5, 1998, with respect to the financial  statements and schedules of
the Circle Internatonal Group Savings Plan for the years ended December 31, 1997
and 1996.









/s/ MOHLER, NIXON & WILLIAMS

Accountancy Corporation







Campbell, California

August 5, 1998


                                       88
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 235254}]
{"company-data": {"conformed-name": "CIRCLE INTERNATIONAL GROUP INC /DE/", "cik": "0000045674", "assigned-sic": "4731", "irs-number": "941740320", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64147", "film-number": "98713806"}, "business-address": {"street1": "260 TOWNSEND ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4159780600"}, "mail-address": {"street1": "260 TOWNSEND ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}, "former-company": {"former-conformed-name": "HARPER GROUP INC /DE/", "date-changed": "19920703"}}
As filed with the Securities  and Exchange  Commission on September 23, 1998
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        CIRCLE INTERNATIONAL GROUP, INC.
               (Exact name of issuer as specified in its charter)

              Delaware                              94-1740320
    (State or other jurisdiction                 (I.R.S. employer
 of incorporation or organization)            identification number)
          260 Townsend Street, San Francisco, California 94107-0933
             (Address of principal executive offices) (Zip Code)

                   CIRCLE INTERNATIONAL GROUP SAVINGS PLAN
                            (Full title of the plan)

                                  Peter Gibert
                        Circle International Group, Inc.
            260 Townsend Street, San Francisco, California 94107-0933
                   (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (415) 978-0600

                                    Copy to:
                             Robert H. Kennis, Esq.
                        Circle International Group, Inc.
            260 Townsend Street, San Francisco, California 94107-0933

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                  Proposed          Proposed
Title of                          Maximum           Maximum
Securities        Amount          Offering          Aggregate
to be             to be           Price             Offering       Amount of
Registered        Registered      Per Share*        Price*         Registration
--------------------------------------------------------------------------------

Common Stock      100,000 shares  $19.828125        $1,981,250     $585.00      
================================================================================
* Estimated  solely for the purpose of calculating the  registration  fee on the
basis of $19.828125, the average of the high and low prices for the Common Stock
on September 22, 1998 as reported by NASDAQ.
** 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.
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  Annual  Report  on Form 10-K for The  Circle  International
Group,  Inc. (the  "Company")  for the fiscal year ended December 31, 1997 filed
pursuant to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act");  (ii) all reports filed by the Company pursuant to
Sections  13(a) or 15(d) of the  Exchange  Act since the end of the fiscal  year
covered by such Form 10-K;  and (iii) the  description  of the Company's  common
stock set forth in the  Company's  Registration  Statement  on Form 8-A relating
thereto,  including  any  amendment  or report filed for the purpose of updating
such  description.  All  documents  filed by the Company  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

Article  SIXTH of the  Company's  Certificate  of  Incorporation  provides  that
directors of the Company  shall not be  personally  liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the fullest  extent  permitted  by the General  Corporation  Law of the State of
Delaware (the "DGCL").

Article V of the Company's Bylaws provides for  indemnification  of officers and
directors to the full extent and in the manner permitted by Delaware law.

Section  145 of the  DGCL  makes  provision  for such  indemnification  in terms
sufficiently  broad to cover officers and directors under certain  circumstances
for liabilities arising under the Securities Act of 1933.

The Company has entered into  indemnification  agreements with each director and
officer which provide indemnification under certain circumstances.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

                                       2
ITEM 8.   EXHIBITS

4.1  Circle International Group Savings Plan, as amended.

5.1  Undertaking re Status of Favorable Determination Letter Covering the Plan.

     Circle  International  Group,  Inc. (the  "Company") will submit the Circle
     International  Group  Savings  Plan (the  "Plan") to the  Internal  Revenue
     Service (the "IRS") with a request for a favorable  determination  that the
     Plan qualifies under section 401(a) and related  provisions of the Internal
     Revenue  Code of 1986,  as  amended,  and to make such  changes to the Plan
     required by the IRS in order to receive such favorable determination.

5.2  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Independent Auditors.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.2.

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)(1)(i) and (a)(1)(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
(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 the
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.

                                       4
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 24th day of
August, 1998.

Circle International Group, Inc.
      (Registrant)

/s/ Peter Gibert
------------------------------------
Peter Gibert
Chairman of the Board of Directors,

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:

/s/ Peter Gibert
------------------------------------
Peter Gibert                         Chairman of the         August 24, 1998
                                     Board of Directors

Principal Financial Officer and
Accounting Officer:

/s/ Janice Kerti
------------------------------------
Janice Kerti                         Senior Vice President,  August 24, 1998
                                     Chief Financial Officer

                                       5
Directors:

/s/ David I. Beatson
------------------------------------
          David I. Beatson                      Director    August 24, 1998

/s/ Wesley J. Fastiff
------------------------------------
          Wesley J. Fastiff                     Director    August 24, 1998

/s/ Peter Gibert
------------------------------------
            Peter Gibert                        Director    August 24, 1998

/s/ Edwin J. Holman
------------------------------------
           Edwin J. Holman                      Director    August 24, 1998

/s/ John M. Kaiser
------------------------------------
           John M. Kaiser                       Director    August 24, 1998

/s/ John M. Lillie
------------------------------------
           John M. Lillie                       Director    August 24, 1998

/s/ Ray C. Robinson, Jr.
------------------------------------
        Ray C. Robinson, Jr.                    Director    August 24, 1998

/s/ Frank J. Wezniak
------------------------------------
          Frank J. Wezniak                      Director    August 24, 1998

A majority of the members of the Board of Directors.

                                       6
THE PLAN

Pursuant to the  requirements  of the  Securities Act of 1933, the Plan 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 24th day of August, 1998.

CIRCLE INTERNATIONAL GROUP SAVINGS PLAN

Signature                                 Title                    Date

/s/ Robert H. Kennis                   Member of the            August 24, 1998
------------------------------------
Robert H. Kennis                       Savings Plan Committee

/s/ Rae Fawcett                        Member of the            August 24, 1998
------------------------------------
Rae Fawcett                            Savings Plan Committee

/s/ Janice Kerti                       Member of the            August 24, 1998
------------------------------------
Janice Kerti                           Savings Plan Committee

/s/ Mark R. Kailor                     Member of the            August 24, 1998
------------------------------------
Mark R. Kailor                         Savings Plan Committee

/s/ Gary VanNostern                    Member of the            August 24, 1998
------------------------------------
Gary VanNostern                        Savings Plan Committee

/s/ Randy T. Clark                     Member of the            August 24, 1998
------------------------------------
Randy T. Clark                         Savings Plan Committee

A  majority  of the  members  of the  Savings  Plan  Committee  for  the  Circle
International Group Savings Plan.

                                       7
EXHIBIT INDEX

4.1  Circle International Group Savings Plan, as amended.

5.1  Undertaking re Status of Favorable  Determination  Letter Covering the Plan
     (See Item 8 of this Registration Statement).

5.2  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Independent Auditors.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1.

                                       8
Exhibit 4.1

                    The Harper Group Savings Plan and Trust

              As Amended and Restated Effective November 1, 1993

The Harper Group,  Inc.  previously  established The Harper Group Profit Sharing
and Tax Shelter  Investment  Plan, as renamed  effective  November 1, 1993,  The
Harper Group  Savings Plan for the benefit of eligible  employees of the Company
and its participating affiliates. The Plan is intended to constitute a qualified
profit  sharing  plan,  as described in Code section  401(a),  which  includes a
qualified cash or deferred arrangement, as described in Code section 401(k).

The  provisions of this Plan and Trust  relating to the Trustee  constitute  the
trust agreement which is entered into by and between The Harper Group,  Inc. and
Wells Fargo Bank, National  Association.  The Trust is intended to be tax exempt
as described under Code section 501(a).

The Plan  constitutes  an amendment and  restatement  of The Harper Group Profit
Sharing and Tax Shelter  Investment Plan, as renamed effective November 1, 1993,
The Harper Group Savings Plan which was originally  established  effective as of
November 19, 1973, and its related trust agreement.

The Harper  Group  Savings  Plan and Trust,  as set forth in this  document,  is
hereby amended and restated effective as of November 1, 1993.

Date:                           , 19      The Harper Group, Inc.
      --------------------------    ----
                                          By:
                                             -----------------------------------

                                            Title:
                                                  ------------------------------

The trust  agreement set forth in those  provisions of this Plan and Trust which
relate to the Trustee is hereby executed.

Date:                           , 19      Wells Fargo Bank, National Association
      --------------------------    ----

                                           By:
                                              ----------------------------------

                                             Title:
                                                   -----------------------------

Date:                           , 19      Wells Fargo Bank, National Association
      --------------------------    ----

                                           By:
                                              ----------------------------------

                                             Title:
                                                   -----------------------------

                                       9
TABLE OF CONTENTS

1     DEFINITIONS...........................................................14
      -----------

2     ELIGIBILITY...........................................................22
      -----------
      2.1   Eligibility.....................................................22
      2.2   Ineligible Employees............................................22
      2.3   Ineligible or Former Participants...............................22

3     PARTICIPANT CONTRIBUTIONS.............................................23
      -------------------------
      3.1   Pre-Tax Contribution Election...................................23
      3.2   Changing a Contribution Election................................23
      3.3   Revoking and Resuming a Contribution Election...................23
      3.4   Contribution Percentage Limits..................................23
      3.5   Refunds When Contribution Dollar Limit Exceeded.................24
      3.6   Timing, Posting and Tax Considerations..........................24

4     ROLLOVERS & TRUST-TO-TRUST TRANSFERS..................................25
      ------------------------------------
      4.1   Rollovers.......................................................25
      4.2   Transfers From Other Qualified Plans............................25

5     EMPLOYER CONTRIBUTIONS................................................26
      ----------------------
      5.1   Company Match Contributions.....................................26
      5.2   Profit Sharing Contributions....................................27

6     ACCOUNTING............................................................28
      ----------
      6.1   Individual Participant Accounting...............................28
      6.2   Sweep Account is Transaction Account............................28
      6.3   Trade Date Accounting and Investment Cycle......................28
      6.4   Accounting for Investment Funds.................................28
      6.5   Payment of Fees and Expenses....................................28
      6.6   Accounting for Participant Loans................................29
      6.7   Error Correction................................................29
      6.8   Participant Statements..........................................29
      6.9   Special Accounting During Conversion Period.....................30
      6.10  Accounts for QDRO Beneficiaries.................................30

7     INVESTMENT FUNDS AND ELECTIONS........................................31
      ------------------------------
      7.1   Investment Funds................................................31
      7.2   Investment Fund Elections.......................................31
      7.3   Responsibility for Investment Choice............................31
      7.4   Default if No Election..........................................31
      7.5   Timing..........................................................32
      7.6   Switching Fees..................................................32

                                       10
8     VESTING & FORFEITURES.................................................33
      ---------------------
      8.1   Fully Vested Contribution Accounts..............................33
      8.2   Full Vesting upon Certain Events................................33
      8.3   Vesting Schedule................................................33
      8.4   Forfeitures.....................................................33
      8.5   Rehired Employees...............................................34

9     PARTICIPANT LOANS.....................................................35
      -----------------
      9.1   Participant Loans Permitted.....................................35
      9.2   Loan Funding Limits.............................................35
      9.3   Maximum Number of Loans.........................................35
      9.4   Source of Loan Funding..........................................35
      9.5   Interest Rate...................................................36
      9.6   Repayment.......................................................36
      9.7   Repayment Hierarchy.............................................36
      9.8   Loan Application, Note and Security.............................36
      9.9   Default, Suspension and Call Feature............................36
      9.10  Spousal Consent.................................................37

10    IN-SERVICE WITHDRAWALS................................................38
      ----------------------
      10.1  Hardship Withdrawals............................................38
      10.2  Rollover Account Withdrawals....................................39
      10.3  Over Age 70 1/2 Withdrawals.....................................40
      10.4  Withdrawal Processing...........................................40
      10.5  Spousal Consent.................................................41

11    DISTRIBUTIONS ONCE EMPLOYMENT ENDS....................................42
      ----------------------------------
      11.1  Benefit Election................................................42
      11.2  Payment Form and Medium.........................................42
      11.3  Small Amounts Paid Immediately..................................43
      11.4  Deemed Distribution.............................................43
      11.5  Latest Commencement Permitted...................................43
      11.6  Payment Within Life Expectancy..................................43
      11.7  Incidental Benefit Rule.........................................43
      11.8  Payment to Beneficiary..........................................43
      11.9  Beneficiary Designation.........................................44
      11.10 Spousal Consent.................................................44

12    ADP AND ACP TESTS.....................................................45
      -----------------
      12.1  Contribution Limitation Definitions.............................45
      12.2  ADP and ACP Tests...............................................47
      12.3  Correction of ADP and ACP Tests.................................48
      12.4  Multiple Use Test...............................................48
      12.5  Correction of Multiple Use Test.................................49
      12.6  Adjustment for Investment Gain or Loss..........................49
      12.7  Testing Responsibilities and Required Records...................49
      12.8  Separate Testing................................................49

                                       11
13    MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS..........................50
      --------------------------------------------
      13.1  "Annual Addition" Defined.......................................50
      13.2  Maximum Annual Addition.........................................50
      13.3  Avoiding an Excess Annual Addition..............................50
      13.4  Correcting an Excess Annual Addition............................50
      13.5  Correcting a Multiple Plan Excess...............................50
      13.6  "Defined Benefit Fraction" Defined..............................51
      13.7  "Defined Contribution Fraction" Defined.........................51
      13.8  Combined Plan Limits and Correction.............................51

14    TOP HEAVY RULES.......................................................52
      ---------------
      14.1  Top Heavy Definitions...........................................52
      14.2  Special Contributions...........................................53
      14.3  Adjustment to Combined Limits for Different Plans...............53

15    PLAN ADMINISTRATION...................................................54
      -------------------
      15.1  Plan Delineates Authority and Responsibility....................54
      15.2  Fiduciary Standards.............................................54
      15.3  Company is ERISA Plan Administrator.............................54
      15.4  Administrator Duties............................................54
      15.5  Advisors May be Retained........................................55
      15.6  Delegation of Administrator Duties..............................55
      15.7  Committee Operating Rules.......................................56

16    MANAGEMENT OF INVESTMENTS.............................................57
      -------------------------
      16.1  Trust Agreement.................................................57
      16.2  Investment Funds................................................57
      16.3  Authority to Hold Cash..........................................57
      16.4  Trustee to Act Upon Instructions................................58
      16.5  Administrator Has Right to Vote Registered Investment
            Company Shares..................................................58
      16.6  Custom Fund Investment Management...............................58
      16.7  Authority to Segregate Assets...................................59
      16.8  Maximum Permitted Investment in Company Stock...................59
      16.9  Participants Have Right to Vote and Tender Company Stock........59
      16.10 Registration and Disclosure for Company Stock...................59

17    TRUST ADMINISTRATION..................................................60
      --------------------
      17.1  Trustee to Construe Trust.......................................60
      17.2  Trustee To Act As Owner of Trust Assets.........................60
      17.3  United States Indicia of Ownership..............................60
      17.4  Tax Withholding and Payment.....................................60
      17.5  Trustee Duties and Limitations..................................61
      17.6  Trust Accounting................................................61
      17.7  Valuation of Certain Assets.....................................61
      17.8  Legal Counsel...................................................62
      17.9  Fees and Expenses...............................................62

                                       12
18    RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION.....................63
      -------------------------------------------------
      18.1  Plan Does Not Affect Employment Rights..........................63
      18.2  Limited Return of Contributions.................................63
      18.3  Assignment and Alienation.......................................63
      18.4  Facility of Payment.............................................64
      18.5  Reallocation of Lost Participant's Accounts.....................64
      18.6  Claims Procedure................................................64
      18.7  Construction....................................................65
      18.8  Jurisdiction and Severability...................................65
      18.9  Indemnification by Employer.....................................65

19    AMENDMENT, MERGER, DIVESTITURES AND TERMINATION.......................66
      -----------------------------------------------
      19.1  Amendment.......................................................66
      19.2  Merger..........................................................66
      19.3  Divestitures....................................................66
      19.4  Plan Termination................................................67
      19.5  Amendment and Termination Procedures............................67
      19.6  Termination of Employer's Participation.........................68
      19.7  Replacement of the Trustee......................................68
      19.8  Final Settlement and Accounting of Trustee......................68

APPENDIX A - INVESTMENT FUNDS...............................................69

APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES..............................71

APPENDIX C - LOAN INTEREST RATE.............................................72

Amendment No. 1.............................................................73

Amendment No. 2.............................................................76

Amendment No. 3.............................................................78

                                       13
1    DEFINITIONS
     -----------

     When capitalized,  the words and phrases below have the following  meanings
     unless different meanings are clearly required by the context:

     1.1  "Account".  The records  maintained  for purposes of accounting  for a
          Participant's  interest in the Plan. "Account" may refer to one or all
          of the  following  accounts  which  have been  created  on behalf of a
          Participant to hold specific types of Contributions under the Plan:

               (a)  "Pre-Tax  Account".  An  account  created  to  hold  Pre-Tax
                    Contributions.

               (b)  "Rollover  Account".  An account  created  to hold  Rollover
                    Contributions.

               (c)  "Company Match Account".  An account created to hold Company
                    Match Contributions.

               (d)  "Profit Sharing Account".  An account created to hold Profit
                    Sharing Contributions.

     1.2  "ACP" or "Average Contribution Percentage".  The percentage calculated
          in accordance with Section 12.1.

     1.3  "Administrator".  The Company,  which may delegate all or a portion of
          the  duties  of the  Administrator  under the Plan to a  Committee  in
          accordance with Section 15.6.

     1.4  "ADP" or "Average Deferral  Percentage".  The percentage calculated in
          accordance with Section 12.1.

     1.5  "Beneficiary".  The person or persons who is to receive benefits after
          the death of the Participant pursuant to the "Beneficiary Designation"
          paragraph in Section 11, or as a result of a QDRO.

     1.6  "Break in Service".  The fifth  anniversary  (or sixth  anniversary if
          absence from  employment  was due to a Parental  Leave) of the date on
          which a Participant's employment ends.

     1.7  "Code".  The Internal  Revenue Code of 1986, as amended.  Reference to
          any  specific  Code section  shall  include  such  section,  any valid
          regulation promulgated thereunder, and any comparable provision of any
          future  legislation   amending,   supplementing  or  superseding  such
          section.

     1.8  "Committee".  If applicable, the committee which has been appointed by
          the Company to administer the Plan in accordance with Section 15.6.

     1.9  "Company". The Harper Group, Inc. or any successor by merger, purchase
          or otherwise.

                                       14
1.10 "Company  Stock".   Shares  of  common  stock  of  the  Company,   its
          predecessor(s),  or its successors or assigns, or any corporation with
          or  into  which  said  corporation  may  be  merged,  consolidated  or
          reorganized, or to which a majority of its assets may be sold.

     1.11 "Compensation".  The sum of a Participant's  Taxable Income and salary
          reductions, if any, pursuant to Code sections 125, 402(e)(3),  402(h),
          403(b), 414(h)(2) or 457.

          For purposes of determining benefits under this Plan,  Compensation is
          limited to $200,000  (as  indexed  for the cost of living  pursuant to
          Code sections  401(a)(17)  and 415(d)) per Plan Year.  For purposes of
          determining  benefits under this Plan for Plan Years  beginning  after
          December 31, 1993, Compensation is limited to $150,000 (as indexed for
          the cost of living  pursuant to Code sections  401(a)(17)  and 415(d))
          per Plan Year.

          For purposes of the preceding sentences,  in the case of an HCE who is
          a 5% Owner or one of the 10 most  highly  compensated  Employees,  (i)
          such HCE and such  HCE's  family  group (as  defined  below)  shall be
          treated as a single employee and the Compensation of each family group
          member shall be aggregated with the Compensation of such HCE, and (ii)
          the limitation on  Compensation  shall be allocated among such HCE and
          his or her family group  members in  proportion  to each  individual's
          Compensation before the application of this sentence.  For purposes of
          this Section,  the term "family group" shall mean an Employee's spouse
          and lineal  descendants  who have not attained age 19 before the close
          of the year in question.

          For the purpose of determining  HCEs and key  employees,  Compensation
          for the entire Plan Year shall be used. For the purpose of determining
          ADP and ACP,  Compensation  shall be  limited  to  amounts  paid to an
          Eligible Employee while a Participant.

     1.12 "Contribution".  An amount  contributed to the Plan by the Employer or
          an  Eligible   Employee,   and  allocated  by  contribution   type  to
          Participants' Accounts, as described in Section 1.1. Specific types of
          contribution include:

          (a)  "Pre-Tax Contribution".  An amount contributed by the Employer on
               an  eligible   Participant's   behalf  in   conjunction   with  a
               Participant's Code section 401(k) salary deferral election.

          (b)  "Rollover  Contribution".  An amount  contributed  by an Eligible
               Employee which originated from another employer's qualified plan.

          (c)  "Company  Match  Contribution".  An  amount  contributed  by  the
               Employer  on an  eligible  Participant's  behalf  based  upon the
               amount contributed by the eligible Participant.

                                       15
(d)  "Profit  Sharing  Contribution".  An  amount  contributed  by the
               Employer on an eligible  Participant's  behalf and allocated on a
               pay based formula to the Participant.

               Effective  January 1, 1994, an amount  previously  contributed by
               the Employer on an eligible Participant's behalf and allocated on
               a  pay  based  formula  to  the  Participant  under  former  Plan
               provisions, which continue to be accounted for in the Plan.

     1.13 "Contribution   Dollar  Limit".   The  annual  limit  placed  on  each
          Participant's  Pre-Tax  Contributions,   which  shall  be  $7,000  per
          calendar  year (as  indexed  for the cost of living  pursuant  to Code
          section  402(g)(5)  and  415(d)).  For  purposes  of this  Section,  a
          Participant's  Pre-Tax  Contributions  shall  include (i) any Employer
          contribution made under any qualified cash or deferred  arrangement as
          defined in Code section  401(k) to the extent not  includible in gross
          income  for  the  taxable  year  under  Code   section   402(e)(3)  or
          402(h)(1)(B)  (determined without regard to Code section 402(g)),  and
          (ii) any Employer  contribution to purchase an annuity  contract under
          Code section  403(b) under a salary  reduction  agreement  (within the
          meaning of Code section 3121(a)(5)(D)).

     1.14 "Direct Rollover".  A payment from the Plan to an Eligible  Retirement
          Plan specified by a Distributee.

     1.15 "Disability".  A Participant's total and permanent, mental or physical
          disability  resulting in  termination  of  employment  as evidenced by
          presentation of medical evidence satisfactory to the Administrator.

     1.16 "Distributee". An Employee or former Employee, the surviving spouse of
          an Employee  or former  Employee  and a spouse or former  spouse of an
          Employee or former Employee  determined to be an alternate payee under
          a QDRO.

     1.17 "Effective Date". November 1, 1993, unless stated otherwise and except
          that  provisions  related to Company Match  Contributions  and related
          Accounts  are  effective  January  1,  1994.  The date upon  which the
          provisions  of  this  document  become  effective.   In  general,  the
          provisions  of  this  document  only  apply  to  Participants  who are
          Employees on or after the  Effective  Date.  However,  investment  and
          distribution   provisions  apply  to  all  Participants  with  Account
          balances to be invested or distributed after the Effective Date.

     1.18 "Eligible Employee". An Employee of an Employer, except any Employee:

          (a)  who is  treated  as an  Employee  because  he or she is a  Leased
               Employee

          (b)  who is a  nonresident  alien who (i)  either  receives  no earned
               income  (within  the  meaning of Code  section  911(d)(2)),  from
               sources within the United States under Code section 861(a)(3); or
               (ii)  receives  such earned  income from such sources  within the
               United States but such income is exempt from United States income
               tax under an applicable income tax convention; or

          (c)  who is a summer student.

                                       16
1.19 "Eligible Retirement Plan". An individual retirement account described
          in Code section 408(a), an individual  retirement annuity described in
          Code section 408(b), an annuity plan described in Code section 403(a),
          or a qualified trust described in Code section 401(a),  that accepts a
          Distributee's Eligible Rollover Distribution,  except that with regard
          to  an  Eligible  Rollover  Distribution  to a  surviving  spouse,  an
          Eligible  Retirement  Plan  is an  individual  retirement  account  or
          individual retirement annuity.

     1.20 "Eligible Rollover Distribution". A distribution of all or any portion
          of  the  balance  to  the  credit  of  a   Distributee,   excluding  a
          distribution  that  is (i)  one of a  series  of  substantially  equal
          periodic  payments (not less  frequently  than  annually) made for the
          life (or life  expectancy)  of a  Distributee  or the joint  lives (or
          joint  life  expectancies)  of a  Distributee  and  the  Distributee's
          designated  Beneficiary,  or for a  specified  period  of ten years or
          more; (ii) a distribution to the extent such  distribution is required
          under Code section 401(a)(9);  and (iii) the portion of a distribution
          that is not includible in gross income  (determined  without regard to
          the exclusion for net unrealized appreciation with respect to Employer
          securities).

     1.21 "Employee". An individual who is:

          (a)  directly  employed by any Related Company and for whom any income
               for such employment is subject to withholding of income or social
               security taxes, or

          (b)  a Leased Employee.

     1.22 "Employer". The Company and any Subsidiary or other Related Company of
          either the  Company or a  Subsidiary  which  adopts this Plan with the
          approval of the Company.

     1.23 "ERISA".  The Employee  Retirement  Income  Security  Act of 1974,  as
          amended. Reference to any specific section shall include such section,
          any  valid  regulation  promulgated  thereunder,  and  any  comparable
          provision  of  any  future  legislation  amending,   supplementing  or
          superseding such section.

     1.24 "Forfeiture   Account".   An  account  holding  amounts  forfeited  by
          Participants who have left the Employer,  invested in interest bearing
          deposits of the Trustee,  pending disposition as provided in this Plan
          and Trust and as directed by the Administrator.

     1.25 "HCE" or "Highly  Compensated  Employee".  An Employee  described as a
          Highly Compensated Employee in Section 12.

     1.26 "Hour of Service". Each hour for which an Employee is entitled to:

          (a)  payment for the performance of duties for any Related Company;

                                       17
(b)  payment from any Related  Company for any period  during which no
               duties are  performed  (irrespective  of whether  the  employment
               relationship has terminated) due to vacation,  holiday, sickness,
               incapacity (including disability), layoff, leave of absence, jury
               duty or military service;

          (c)  back pay,  irrespective  of  mitigation  of damages,  by award or
               agreement  with any  Related  Company  (and these  hours shall be
               credited to the period to which the agreement pertains); or

          (d)  no payment,  but is on a Leave of Absence  (and these hours shall
               be based upon his or her normally  scheduled  hours per week or a
               40 hour week if there is no regular schedule).

          The crediting of hours for which no duties are  performed  shall be in
          accordance with Department of Labor regulation sections 2530.200b-2(b)
          and (c).  Actual  hours shall be used  whenever an accurate  record of
          hours are maintained for an Employee.  Otherwise, an equivalent number
          of hours  shall be  credited  for each  payroll  period  in which  the
          Employee  would be credited with at least 1 hour.  The payroll  period
          equivalencies  are 45  hours  weekly,  90  hours  biweekly,  95  hours
          semimonthly and 190 hours monthly.

          An  Employee's  service with a predecessor  or acquired  company shall
          only be  counted in the  determination  of his or her Hours of Service
          for  eligibility  and/or vesting  purposes if (1) the Company  directs
          that credit for such  service be granted,  or (2) a qualified  plan of
          the predecessor or acquired company is subsequently  maintained by any
          Employer or Related Company.

     1.27 "Ineligible".  The Plan status of an  individual  during the period in
          which he or she is (1) an Employee of a Related  Company  which is not
          then an Employer,  (2) an Employee,  but not an Eligible Employee,  or
          (3) not an Employee.

     1.28 "Investment  Fund" or  "Fund".  An  investment  fund as  described  in
          Section 16.2. The Investment Funds authorized by the  Administrator as
          of the Effective Date are as set forth in Appendix A.

     1.29 "Leased  Employee".  An individual  who is deemed to be an employee of
          any Related Company as provided in Code section 414(n) or (o).

     1.30 "Leave of Absence".  A period  during which an individual is deemed to
          be an Employee,  but is absent from active  employment,  provided that
          the absence:

          (a)  was authorized by a Related Company; or

          (b)  was due to military service in the United States armed forces and
               the  individual  returns to active  employment  within the period
               during which he or she retains  employment  rights under  federal
               law.

     1.31 "Loan Account". The record maintained for purposes of accounting for a
          Participant's loan and payments of principal and interest thereon.

                                       18
1.32 "NHCE" or "Non-Highly  Compensated Employee". An Employee described as
          a Non-Highly Compensated Employee in Section 12.

     1.33 "Normal Retirement Date". The date of a Participant's 65th birthday.

     1.34 "Owner". A person with an ownership interest in the capital,  profits,
          outstanding  stock or voting  power of a Related  Company  within  the
          meaning of Code section 318 or 416 (which exclude  indirect  ownership
          through a qualified plan).

     1.35 "Parental  Leave".  The  period  of  absence  from  work by  reason of
          pregnancy,  the birth of an Employee's child, the placement of a child
          with the Employee in connection with the child's  adoption,  or caring
          for such child  immediately  after birth or  placement as described in
          Code section 410(a)(5)(E).

     1.36 "Participant".  An Eligible  Employee who begins to participate in the
          Plan after  completing the  eligibility  requirements  as described in
          Section 2.1. An Eligible  Employee  who makes a Rollover  Contribution
          prior to  completing  the  eligibility  requirements  as  described in
          Section 2.1 shall also be considered a Participant except for purposes
          of  provisions  related  to  Contributions   (other  than  a  Rollover
          Contribution).  A Participant's  participation  continues until his or
          her employment with all Related  Companies ends and his or her Account
          is distributed or forfeited.

     1.37 "Pay". The base pay, overtime, shift differential and commissions paid
          to an Eligible Employee by an Employer while a Participant  during the
          current period.

          Pay is  neither  increased  nor  decreased  by any  salary  credit  or
          reduction  pursuant to Code sections 125 or 402(e)(3).  Pay is limited
          to  $200,000  (as  indexed  for the cost of  living  pursuant  to Code
          sections  401(a)(17)  and  415(d))  per Plan  Year.  Pay is limited to
          $150,000 (as indexed for the cost of living  pursuant to Code sections
          401(a)(17)  and  415(d))  per  Plan  Year  effective  for  Plan  Years
          beginning after December 31, 1993.

          For   purposes  of   Contributions   described  in  Section  5.2,  the
          limitations as described in the third  paragraph of Section 1.11 shall
          also apply.

     1.38 "Period of Employment".  The period  beginning on the date an Employee
          first  performs  an hour of service  and ending on the date his or her
          employment  ends.  Employment  ends on the  date the  Employee  quits,
          retires, is discharged,  dies or (if earlier) the first anniversary of
          his or her  absence  for any  other  reason.  The  period  of  absence
          starting with the date an Employee's  employment  temporarily ends and
          ending  on  the  date  he or  she is  subsequently  reemployed  is (1)
          included in his or her Period of  Employment  if the period of absence
          does not exceed one year,  and (2) excluded if such period exceeds one
          year.

          Period of Employment includes the period prior to a Break in Service.

                                       19
An  Employee's  service with a predecessor  or acquired  company shall
          only  be  counted  in  the  determination  of his  or  her  Period  of
          Employment for eligibility  and/or vesting purposes if (1) the Company
          directs  that credit for such  service be granted,  or (2) a qualified
          plan of the predecessor or acquired company is subsequently maintained
          by any Employer or Related Company.

     1.39 "Plan".  The Harper Group Savings Plan set forth in this document,  as
          from time to time amended.

     1.40 "Plan Year". The annual  accounting period of the Plan and Trust which
          ends on each December 31.

     1.41 "QDRO".  A  domestic  relations  order  which  the  Administrator  has
          determined  to be a  qualified  domestic  relations  order  within the
          meaning of Code section 414(p).

     1.42 "Related Company". With respect to any Employer, that Employer and any
          corporation,  trade or business which is, together with that Employer,
          a member  of the same  controlled  group of  corporations,  a trade or
          business under common control,  or an affiliated  service group within
          the meaning of Code section 414(b), (c), (m) or (o).

     1.43 "Settlement  Date".  For each Trade Date,  the Trustee's next business
          day.

     1.44 "Spousal  Consent".  The  written  consent  given  by  a  spouse  to a
          Participant's  election  or waiver  of a  specified  form of  benefit,
          including a loan or in-service withdrawal, or Beneficiary designation.
          The spouse's  consent must acknowledge the effect on the spouse of the
          Participant's election, waiver or designation and be duly witnessed by
          a notary public.  Spousal  Consent shall be valid only with respect to
          the spouse who signs the Spousal  Consent and only for the  particular
          choice made by the  Participant  which  requires  Spousal  Consent.  A
          Participant  may revoke  (without  Spousal  Consent) a prior election,
          waiver or designation that required Spousal Consent at any time before
          payments  begin.  Spousal  Consent also means a  determination  by the
          Administrator  that there is no spouse,  the spouse cannot be located,
          or such other circumstances as may be established by applicable law.

     1.45 "Subsidiary".  A  company  which  is 50% or more  owned,  directly  or
          indirectly, by the Company.

     1.46 "Sweep Account".  The subsidiary Account for each Participant  through
          which all  transactions  are processed,  which is invested in interest
          bearing deposits of the Trustee.

     1.47 "Sweep Date". The cut off date and time for receiving instructions for
          transactions to be processed on the next Trade Date.

     1.48 "Taxable Income".  Compensation in the amount reported by the Employer
          as "Wages,  tips,  other  compensation"  on Form W-2, or any successor
          method of reporting under Code section 6041(d).

                                       20
1.49 "Trade  Date".  Each day the  Investment  Funds are  valued,  which is
          normally every day the assets of such Funds are traded.

     1.50 "Trust". The legal entity created by those provisions of this document
          which relate to the  Trustee.  The Trust is part of the Plan and holds
          the Plan assets which are comprised of the aggregate of  Participants'
          Accounts,  any  unallocated  funds invested in deposit or money market
          type  assets   pending   allocation  to   Participant's   Accounts  or
          disbursement to pay Plan fees and expenses and the Forfeiture Account.

     1.51 "Trustee". Wells Fargo Bank, National Association.

     1.52 "Year of Vesting  Service".  Effective for Employees hired on or after
          January,  1994,  a 12  month  Period  of  Employment  and the same for
          Employees hired before January 1, 1994, except to the extent described
          below.

          Notwithstanding,  if it would provide a more favorable  result for the
          Employee,  for  service  prior to January  1, 1994,  a Year of Vesting
          Service for periods  prior to November 1, 1993,  is a 12 month  period
          ending  on the  last day of any Plan  Year in  which  an  Employee  is
          credited with at least 1,000 Hours of Service, plus two months.

          Years of Vesting  Service  shall  include  service  credited  prior to
          November 19, 1973.

                                       21
2    ELIGIBILITY
     -----------

     2.1 Eligibility

          All   Participants  as  of  November  1,  1993  shall  continue  their
          eligibility to participate.  Each other Eligible Employee shall become
          a  Participant  on the first  January 1, April 1, July 1, or October 1
          after  the date he or she  attains  age 18,  and  completes  a 6 month
          Period of  Employment.  The  eligibility  period begins on the date an
          Employee's Period of Employment commences.

     2.2  Ineligible Employees

          If an Employee  completes the above eligibility  requirements,  but is
          Ineligible at the time  participation  would otherwise begin (if he or
          she were not Ineligible),  he or she shall become a Participant on the
          first subsequent date on which he or she is an Eligible Employee.

     2.3 Ineligible or Former Participants

          A  Participant  may not  make or  share  in  Plan  Contributions,  nor
          generally be eligible for a new Plan loan, during the period he or she
          is Ineligible,  but he or she shall  continue to  participate  for all
          other purposes. An Ineligible  Participant or former Participant shall
          automatically become an active Participant on the date he or she again
          becomes an Eligible Employee.

                                       22
3    PARTICIPANT CONTRIBUTIONS
     -------------------------

     3.1  Pre-Tax Contribution Election

          Upon becoming a Participant,  an Eligible Employee may elect to reduce
          his or her Pay by an amount  which does not  exceed  the  Contribution
          Dollar  Limit,   within  the  limits  described  in  the  Contribution
          Percentage  Limits  paragraph  of this Section 3, and have such amount
          contributed to the Plan by the Employer as a Pre-Tax Contribution. The
          election shall be made as a whole percentage of Pay in such manner and
          with such advance  notice as  prescribed by the  Administrator.  In no
          event shall an Employee's Pre-Tax Contributions under the Plan and all
          other plans, contracts or arrangements of all Related Companies exceed
          the  Contribution   Dollar  Limit  for  the  Employee's  taxable  year
          beginning in the Plan Year.

     3.2  Changing a Contribution Election

          A  Participant  who is an  Eligible  Employee  may  change  his or her
          Pre-Tax Contribution election as of any January 1, April 1, July 1, or
          October 1 in such manner and with such advance notice as prescribed by
          the Administrator.  The changed percentage shall become effective with
          the first  payroll  paid after such date.  Participants'  Contribution
          election  percentages  shall  automatically  apply to Pay increases or
          decreases.

     3.3  Revoking and Resuming a Contribution Election

          A Participant may revoke his or her Contribution  election at any time
          in such manner as prescribed by the  Administrator,  and such election
          shall be effective as soon as administratively feasible. A Participant
          may contribute again by making a new Contribution election at the same
          time and in the same manner in which a  Participant  may change his or
          her election.

     3.4  Contribution Percentage Limits

          The Administrator may establish and change from time to time,  without
          the necessity of amending this Plan and Trust  document,  the minimum,
          if  applicable,   and  maximum   Pre-Tax   Contribution   percentages,
          prospectively or retrospectively  (for the current Plan Year), for all
          Participants.  In addition,  the Administrator may establish any lower
          percentage  limits  for  Highly  Compensated  Employees  as  it  deems
          necessary.   As  of  the  Effective  Date,  the  maximum  Contribution
          percentages are:

                                              Highly
                       Contribution         Compensated         All Other
                           Type              Employees         Participants
                           ----              ---------         ------------
                          Pre-Tax               10%                15%

                                       23
Irrespective   of  the  limits   that  may  be   established   by  the
          Administrator in accordance with this paragraph, in no event shall the
          contributions  made by or on behalf of a  Participant  for a Plan Year
          exceed the maximum allowable under Code section 415.

     3.5  Refunds When Contribution Dollar Limit Exceeded

          A Participant who makes Pre-Tax  Contributions  for a calendar year to
          this and any other qualified  defined  contribution  plan in excess of
          the Contribution  Dollar Limit may notify the Administrator in writing
          by the  following  March 1 (or as late as April 14 if  allowed  by the
          Administrator) that an excess has occurred.  In this event, the amount
          of the excess  specified by the  Participant,  adjusted for investment
          gain or loss,  shall be  refunded  to him or her by April 15 and shall
          not be included as an Annual  Addition  under Code section 415 for the
          year  contributed.  Refunds shall not include  investment gain or loss
          for the period  between  the end of the  applicable  Plan Year and the
          date of distribution.  Any Company Match Contributions attributable to
          refunded  excess  Pre-Tax  Contributions  as described in this Section
          shall be deemed a Contribution made by reason of a mistake of fact and
          removed from the Participant's Account.

     3.6  Timing, Posting and Tax Considerations

          Participants'  Contributions,  other than Rollover Contributions,  may
          only be made through payroll deduction.  Such amounts shall be paid to
          the  Trustee in cash and posted to each  Participant's  Account(s)  as
          soon as such amounts can  reasonably be separated  from the Employer's
          general assets and balanced against the specific amount made on behalf
          of each Participant.  In no event, however, shall such amounts be paid
          to the Trustee  more than 90 days after the date  amounts are deducted
          from a Participant's  Pay. Pre-Tax  Contributions  shall be treated as
          employer  contributions  in  determining  tax  deductions  under  Code
          section 404(a).

                                       24
4    ROLLOVERS & TRUST-TO-TRUST TRANSFERS
     ------------------------------------

     4.1 Rollovers

          The  Administrator  may  authorize  the  Trustee  to accept a rollover
          contribution  in cash,  within the meaning of Code  section  402(c) or
          408(d)(3)(A)(ii),  directly  from an Eligible  Employee or as a Direct
          Rollover  from  another  qualified  plan  on  behalf  of the  Eligible
          Employee,  even if he or she is not yet a  Participant.  The  Employee
          shall be responsible  for furnishing  satisfactory  evidence,  in such
          manner as prescribed by the Administrator, that the amount is eligible
          for rollover treatment. A rollover contribution received directly from
          an  Eligible  Employee  must be paid to the  Trustee in cash within 60
          days after the date received by the Eligible Employee from a qualified
          plan or conduit individual retirement account. Contributions described
          in  this  paragraph  shall  be  posted  to the  applicable  Employee's
          Rollover Account as of the date received by the Trustee.

          If it is later determined that an amount  contributed  pursuant to the
          above  paragraph  did not in fact  qualify as a rollover  contribution
          under Code section 402(c) or 408(d)(3)(A)(ii), the balance credited to
          the Employee's  Rollover  Account shall  immediately be (1) segregated
          from all other  Plan  assets,  (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 shall be
          deemed never to have been a part of the Plan.

     4.2  Transfers From Other Qualified Plans

          The  Administrator  may instruct the Trustee to receive assets in cash
          or in kind  directly  from  another  qualified  plan.  The Trustee may
          refuse the receipt of any transfer if:

          (a) the Trustee finds the in-kind assets unacceptable;

          (b)  instructions  for posting amounts to  Participants'  Accounts are
               incomplete;

          (c)  any amounts are not exempted by Code section  401(a)(11)(B)  from
               the annuity requirements of Code section 417; or

          (d)  any amounts include benefits  protected by Code section 411(d)(6)
               which would not be preserved under applicable Plan provisions.

          Such  amounts  shall  be  posted  to  the   appropriate   Accounts  of
          Participants as of the date received by the Trustee.

                                       25
5    EMPLOYER CONTRIBUTIONS
     ----------------------

     Employer  Contributions  described in Section 5.1 are effective  January 1,
     1994.  Employer  Contributions  described  in Section 5.2 ceased  effective
     December 31, 1993.

     5.1 Company Match Contributions

          (a)  Frequency and Eligibility.

               Basic  Contribution:  For each  period  for  which  Participants'
               Contributions  are made,  the Employer  shall make basic  Company
               Match  Contributions  as  described in the  following  Allocation
               Method  paragraph on behalf of each  Participant  who contributed
               during the period.

               Supplemental  Contribution:  For each Plan Year, the Employer may
               make supplemental Company Match Contributions as described in the
               following   Allocation   Method   paragraph  on  behalf  of  each
               Participant who contributed during the period and was an Eligible
               Employee  on the last day of the Plan  Year and each  Participant
               who is otherwise eligible but who ceased being an Employee during
               the Plan Year after  having  attained age 65, or by reason of his
               or her Disability or death.

          (b)  Allocation Method.

               Basic   Contribution:   The  basic  Company  Match  Contributions
               (including  any  Forfeiture  Account  amounts  applied  as  basic
               Company Match  Contributions  in accordance with Section 8.4) for
               each  period  shall  total  50% of  each  eligible  Participant's
               Pre-Tax  Contributions  for the  period,  provided  that no basic
               Company Match  Contributions  (and  Forfeiture  Account  amounts)
               shall be made based upon a Participant's  Contributions in excess
               of 6% of his or her Pay.  The  Employer  may change the basic 50%
               matching  rate  or  the  6%  of  considered   Pay  to  any  other
               percentages,   including  0%,  generally  by  notifying  eligible
               Participants  in  sufficient  time to adjust  their  Contribution
               elections  prior to the  start of the  period  for  which the new
               percentages apply.

               Supplemental   Contribution:   The  supplemental   Company  Match
               Contributions  (including any Forfeiture  Account amounts applied
               as supplemental  Company Match  Contributions  in accordance with
               Section  8.4) for the Plan  Year  shall  total a  percentage,  as
               determined by the Company, of each eligible Participant's Pre-Tax
               Contributions  for the Plan Year,  provided that no  supplemental
               Company Match  Contributions  (and  Forfeiture  Account  amounts)
               shall be made based upon a Participant's  Contributions in excess
               of 6% of his or her Pay.

          (c)  Timing, Medium and Posting. The Employer shall make each period's
               Company Match  Contribution  in cash as soon as is feasible,  and
               not later than the Employer's federal tax filing date,  including
               extensions,  for deducting such  Contribution.  The Trustee shall
               post such amount to each Participant's Company Match Account once
               the total  Contribution  received has been  balanced  against the
               specific  amount to be  credited  to each  Participant's  Company
               Match Account.

                                       26
5.2  Profit Sharing Contributions

          (a)  Frequency and  Eligibility.  For each Plan Year, the Employer may
               make a Profit Sharing  Contribution on behalf of each Participant
               who was an Eligible Employee on the last day of the Plan Year and
               was  credited  with at least  1,000 Hours of Service for the Plan
               Year and  each  Participant  who is  otherwise  eligible  but who
               ceased  being an  Employee  during  the Plan  Year  after  having
               attained age 65, or by reason of his or her Disability or death.

               Profit Sharing Contributions will be discontinued  effective with
               the Plan Year  beginning  January  1, 1994.  The  Profit  Sharing
               Contribution  for the Plan Year  ending  December  31,  1993 will
               represent the final Profit Sharing Contribution.

          (b)  Allocation Method. The Profit Sharing Contribution (including any
               Forfeiture    Account   amounts   applied   as   Profit   Sharing
               Contributions in accordance with Section 8.4) for each Plan Year,
               shall be in an amount  determined  by the Company  and  allocated
               among eligible Participants in direct proportion to their Pay.

          (c)  Timing,  Medium and Posting.  The  Employer  shall make each Plan
               Year's  Profit  Sharing  Contribution  in  cash  as  soon  as  is
               feasible,  and not later than the  Employer's  federal tax filing
               date, including extensions, for deducting such Contribution.  The
               Trustee  shall  post  such  amount to each  Participant's  Profit
               Sharing  Account  once the total  Contribution  received has been
               balanced  against  the  specific  amount to be  credited  to each
               Participant's Profit Sharing Account.

                                       27
6    ACCOUNTING
     ----------

     6.1  Individual Participant Accounting

          The  Administrator  shall  maintain an individual  set of Accounts for
          each  Participant  in order to  reflect  transactions  both by type of
          Contribution and investment  medium.  Financial  transactions shall be
          accounted  for  at  the  individual  Account  level  by  posting  each
          transaction to the appropriate  Account of each affected  Participant.
          Participant  Account  values  shall be  maintained  in shares  for the
          Investment  Funds and in dollars for their Sweep and Participant  Loan
          Accounts.  At any point in time, the Account value shall be determined
          using the most recent Trade Date values provided by the Trustee.

     6.2  Sweep Account is Transaction Account

          All   transactions   related  to  amounts  being   contributed  to  or
          distributed   from  the  Trust  shall  be  posted  to  each   affected
          Participant's Sweep Account. Any amount held in the Sweep Account will
          be  credited  with  interest  up until the date on which it is removed
          from the Sweep Account.

     6.3  Trade Date Accounting and Investment Cycle

          Participant  Account values shall be determined as of each Trade Date.
          For any  transaction  to be processed as of a Trade Date,  the Trustee
          must receive  instructions for the transaction by the Sweep Date. Such
          instructions  shall apply to amounts held in the Account on that Sweep
          Date.  Financial  transactions of the Investment Funds shall be posted
          to  Participants'  Accounts as of the Trade Date, based upon the Trade
          Date values  provided by the  Trustee,  and settled on the  Settlement
          Date.

     6.4  Accounting for Investment Funds

          Investments in each Investment Fund shall be maintained in shares. The
          Trustee  is  responsible  for  determining  the  share  values of each
          Investment  Fund as of each Trade  Date.  To the extent an  Investment
          Fund is comprised of collective  investment  funds of the Trustee,  or
          any other  fiduciary to the Plan, the share values shall be determined
          in accordance  with the rules  governing  such  collective  investment
          funds,  which are  incorporated  herein by reference.  All other share
          values shall be  determined  by the  Trustee.  The share value of each
          Investment  Fund  shall  be  based  on the  fair  market  value of its
          underlying assets.

     6.5  Payment of Fees and Expenses

          Except  to the  extent  Plan  fees and  expenses  related  to  Account
          maintenance,   transaction   and   Investment   Fund   management  and
          maintenance, as set forth below, are paid by the Employer directly, or
          indirectly,   through  the  Forfeiture  Account  as  directed  by  the
          Administrator,  such  fees and  expenses  shall  be paid as set  forth
          below.  The Employer may pay a lower  portion of the fees and expenses
          allocable to the Accounts of Participants who are no longer Employees.

                                       28
(a)  Account  Maintenance:  Account  maintenance  fees  and  expenses,
               include  but  are  not  limited  to,   administrative,   Trustee,
               government    annual   report    preparation,    audit,    legal,
               nondiscrimination   testing,  and  fees  for  any  other  special
               services.   Account   maintenance   fees   shall  be  charged  to
               Participants  on a per  Participant  basis  provided  that no fee
               shall reduce a Participant's Account balance below zero.

          (b)  Transaction:  Transaction  fees and expenses  include but are not
               limited to recurring payment, Investment Fund election change and
               loan fees. Transaction fees shall be charged to the Participant's
               Account  involved in the  transaction  provided that no fee shall
               reduce a Participant's Account balance below zero.

          (c)  Investment  Fund  Management  and  Maintenance:   Management  and
               maintenance  fees and expenses  related to the  Investment  Funds
               shall be charged at the  Investment  Fund level and  reflected in
               the net gain or loss of each Fund.

          As of the Effective  Date, a breakdown of which Plan fees and expenses
          shall  generally  be borne by the Trust  (and  charged  to  individual
          Participants'  Accounts) and those that shall be paid by the Employer,
          directly or indirectly,  is set forth in Appendix B and may be changed
          from time to time,  without the  necessity  of amending  this Plan and
          Trust Document.

          The  Trustee  shall  have  the  authority  to pay any  such  fees  and
          expenses,  which remain  unpaid by the Employer for 60 days,  from the
          Trust.

     6.6  Accounting for Participant Loans

          Participant  loans  shall be held in a  separate  Loan  Account of the
          Participant  and accounted for in dollars as an earmarked asset of the
          borrowing Participant's Account.

     6.7  Error Correction

          The   Administrator  may  correct  any  errors  or  omissions  in  the
          administration  of the Plan by  restoring  any  Participant's  Account
          balance  with the amount  that would be credited to the Account had no
          error or omission been made.  Funds necessary for any such restoration
          shall be provided  through  payment  made by the  Employer,  or if the
          restoration   involves   an   employer   contribution   account,   the
          Administrator   may  direct  the  Trustee  to  use  amounts  from  the
          Forfeiture Account.

     6.8  Participant Statements

          The Administrator shall provide  Participants with statements of their
          Accounts as soon after the end of each  quarter of the Plan Year as is
          administratively feasible.

                                       29
6.9  Special Accounting During Conversion Period

          The  Administrator  and  Trustee  may  use any  reasonable  accounting
          methods in  performing  their  respective  duties during the period of
          converting  the  prior  accounting  system  of the Plan  and  Trust to
          conform to the individual  Participant  accounting system described in
          this  Section.  This  includes,  but is not limited to, the method for
          allocating net investment  gains or losses and the extent,  if any, to
          which contributions  received by and distributions paid from the Trust
          during this period share in such allocation.

     6.10 Accounts for QDRO Beneficiaries

          A  separate  Account  shall  be  established  for an  alternate  payee
          entitled to any portion of a Participant's  Account under a QDRO as of
          the date and in accordance with the directions  specified in the QDRO.
          In addition,  a separate Account may be established  during the period
          of time the Administrator,  a court of competent jurisdiction or other
          appropriate  person is determining  whether a domestic relations order
          qualifies  as a QDRO.  Such a  separate  Account  shall be valued  and
          accounted for in the same manner as any other Account.

          (a)  Distributions  Pursuant  to QDRO's.  If a QDRO so  provides,  the
               portion of a Participant's  Account payable to an alternate payee
               may  be  distributed,   in  a  form  as  permissible   under  the
               Distribution Once Employment Ends Section, to the alternate payee
               at the time  specified  in the QDRO,  regardless  of whether  the
               Participant is entitled to a  distribution  from the Plan at such
               time.

          (b)  Participant  Loans.  Except to the  extent  required  by law,  an
               alternate  payee,  on whose  behalf a separate  Account  has been
               established,  shall not be entitled to borrow from such  Account.
               If a QDRO specifies  that the alternate  payee is entitled to any
               portion of the Account of a  Participant  who has an  outstanding
               loan balance,  all outstanding loans shall generally  continue to
               be held in the  Participant's  Account  and shall not be  divided
               between the Participant's and alternate payee's Accounts.

          (c)  Investment   Direction.   Where  a  separate   Account  has  been
               established on behalf of an alternate  payee and has not yet been
               distributed,  the  alternate  payee may direct the  investment of
               such  Account  in  the  same  manner  as  if  he or  she  were  a
               Participant.

                                       30
7    INVESTMENT FUNDS AND ELECTIONS
     ------------------------------

     7.1  Investment Funds

          Except for Participants'  Sweep and Loan Accounts,  the Trust shall be
          maintained in various Investment Funds. The Administrator shall select
          the  Investment  Funds  available to  Participants  and may change the
          number or composition of the  Investment  Funds,  subject to the terms
          and conditions agreed to with the Trustee. As of the Effective Date, a
          list of the Investment Funds available to Participants is set forth in
          Appendix  A,  and may be  changed  from  time  to  time,  without  the
          necessity of amending this Plan and Trust document.

     7.2  Investment Fund Elections

          Each Participant shall make an investment election covering all of his
          or her  Contribution  Accounts,  except for the  portion of his or her
          Profit  Sharing  Account as  described  in Appendix A, such portion of
          which is subject to investment  restrictions  as described in Appendix
          A. Effective  July 1, 1994,  the preceding  reference to ", except for
          the  portion of his or her Profit  Sharing  Account  as  described  in
          Appendix   A,  such   portion  of  which  is  subject  to   investment
          restrictions as described in Appendix A" will no longer apply.

          A  Participant  shall  make  his or  her  investment  election  in any
          combination  of one or any number of the  Investment  Funds offered in
          accordance with the procedures  established by the  Administrator  and
          Trustee. However, during the period of converting the prior accounting
          system of the Plan and Trust to conform to the individual  Participant
          accounting  system described in Section 6, Trust assets may be held in
          any  investment  vehicle  permitted  by the Plan,  as  directed by the
          Administrator, irrespective of Participant investment elections.

          The Administrator  may set a maximum  percentage of the total election
          that a Participant may direct into any specific Investment Fund, which
          maximum,  if any, is set forth in Appendix A, and may be changed  from
          time to time,  without the  necessity of amending  this Plan and Trust
          document.

     7.3  Responsibility for Investment Choice

          Each Participant shall be solely  responsible for the selection of his
          or her Investment Fund choices.  No fiduciary with respect to the Plan
          is empowered to advise a Participant  as to the manner in which his or
          her Accounts are to be invested,  and the fact that an Investment Fund
          is  offered  shall  not  be  construed  to  be  a  recommendation  for
          investment.

     7.4  Default if No Election

          The Administrator  shall specify an Investment Fund for the investment
          of that portion of a Participant's Account which is not yet held in an
          Investment Fund and for which no valid investment election is on file.
          The Investment Fund specified as of the Effective Date is as set forth
          in  Appendix  A, and may be  changed  from time to time,  without  the
          necessity of amending this Plan and Trust document.

                                       31
7.5  Timing

          A Participant shall make his or her initial  investment  election upon
          becoming a Participant  and may change his or her election at any time
          in accordance with the procedures established by the Administrator and
          Trustee.  Investment  elections  received  by the Trustee by the Sweep
          Date will be effective on the following Trade Date.

     7.6  Switching Fees

          A reasonable processing fee may be charged directly to a Participant's
          Account for Investment Fund election  changes in excess of a specified
          number per year as determined by the Administrator.

                                       32
8    VESTING & FORFEITURES
     ---------------------

     8.1  Fully Vested Contribution Accounts

          A Participant shall be fully vested in these Accounts at all times:

                   Pre-Tax Account
                   Rollover Account

     8.2  Full Vesting upon Certain Events

          A  Participant's  entire  Account shall become fully vested once he or
          she has attained his or her Normal  Retirement  Date as an Employee or
          upon his or her leaving the Employer due to his or her  Disability  or
          death.

     8.3  Vesting Schedule

          In addition to the vesting  provided  above, a  Participant's  Company
          Match and Profit  Sharing  Accounts  shall become vested in accordance
          with the following schedule:

                       Years of Vesting                Vested
                           Service                   Percentage
                           -------                   ----------
                         Less than 1                      0%
                      1 but less than 2                  25%
                      2 but less than 3                  50%
                      3 but less than 4                  75%
                          4 or more                     100%

          If this vesting  schedule is changed,  the vested  percentage for each
          Participant  shall  not be  less  than  his or her  vested  percentage
          determined  as of the  last  day  prior  to this  change,  and for any
          Participant  with at least  three  Years of Vesting  Service  when the
          schedule  is  changed,  vesting  shall be  determined  using  the more
          favorable vesting schedule.

     8.4  Forfeitures

          A  Participant's  non-vested  Account balance shall be forfeited as of
          the   Settlement   Date   following   the  Sweep  Date  on  which  the
          Administrator  has  reported  to the  Trustee  that the  Participant's
          employment has terminated with all Related Companies. Forfeitures from
          all Participants'  Employer Contribution Accounts shall be transferred
          to and  maintained  in a single  Forfeiture  Account,  which  shall be
          invested  in interest  bearing  deposits  of the  Trustee.  Forfeiture
          Account  amounts  shall be utilized to restore  Accounts,  to pay Plan
          fees and expenses,  to reduce Company Match or may increase the amount
          allocated  as  Profit  Sharing   Contributions   as  directed  by  the
          Administrator.

                                       33
8.5  Rehired Employees

          (a)  Service.  If an Employee is  rehired,  all Periods of  Employment
               credited prior to his or her  termination of employment  shall be
               counted in determining his or her vested interest.

          (b)  Account  Restoration.  If an Employee is rehired before he or she
               has a Break in  Service,  the  amount  forfeited  when his or her
               employment  last  terminated  shall  be  restored  to  his or her
               Account.  The restoration  shall include the interest which would
               have been credited had such forfeiture been invested in the Sweep
               Account from the date  forfeited  until the date the  restoration
               amount is  determined.  The amount shall come from the Forfeiture
               Account to the extent possible,  and any additional amount needed
               shall be contributed by the Employer.  The vested interest in his
               or her restored Account shall then be equal to:

                                  V% times (AB + D) - D

               where:

               V%   = current vested percentage
               AB   = current account balance
               D    = amount previously distributed

                                       34
9    PARTICIPANT LOANS
     -----------------

     9.1  Participant Loans Permitted

          Loans  to  Participants  are  permitted  pursuant  to  the  terms  and
          conditions  set forth in this Section.  All loan limits are determined
          as of the  Sweep  Date  the  loan  is  processed.  The  funds  will be
          disbursed to the Participant on the following Settlement Date.

     9.2  Loan Funding Limits

          The loan amount must meet all of the following limits:

          (a)  Plan Minimum Limit. The minimum amount for any loan is $1,000.

          (b)  Plan Maximum Limit.  Subject to the legal limit  described in (c)
               below,  the  maximum a  Participant  may  borrow,  including  the
               outstanding  balance  of  existing  Plan  loans,  is  100% of the
               following Accounts which are fully vested, except for the portion
               of his or her Profit Sharing Account as described in Appendix A:

                    Pre-Tax Account
                    Company Match Account
                    Profit Sharing Account
                    Rollover Account

               Effective July 1, 1994, the preceding  reference to ", except for
               the portion of his or her Profit Sharing  Account as described in
               Appendix A" will no longer apply.

          (c)  Legal  Maximum  Limit.  The  maximum a  Participant  may  borrow,
               including the outstanding  balance of existing Plan loans, is 50%
               of his or her  vested  Account  balance,  not to exceed  $50,000.
               However,  the  $50,000  maximum is  reduced by the  Participant's
               highest  outstanding  loan  balance  during  the 12 month  period
               ending on the day  before  the Sweep Date as of which the loan is
               made. For purposes of this paragraph,  the qualified plans of all
               Related  Companies  shall be treated  as though  they are part of
               this  Plan to the  extent  it would  decrease  the  maximum  loan
               amount.

     9.3  Maximum Number of Loans

          A Participant may have only one loan outstanding at any given time.

     9.4  Source of Loan Funding

          A loan to a Participant shall be made solely from the assets of his or
          her own Accounts.  The available  assets shall be determined  first by
          Account type and then by investment  type within each type of Account.
          The  hierarchy  for loan funding by type of Account shall be the order
          listed in the  preceding  Plan Maximum  Limit  paragraph.  Within each
          Account used for funding a loan, amounts shall first be taken from the
          Sweep  Account  and  then  taken  by  type  of  investment  in  direct
          proportion to the market value of the  Participant's  interest in each
          Investment Fund as of the Sweep Date on which the loan is made.

                                       35
9.5  Interest Rate

          The  interest  rate  charged  on  Participant  loans  shall be a fixed
          reasonable  rate  of  interest,  determined  from  time to time by the
          Administrator, which provides the Plan with a return commensurate with
          the  prevailing  interest  rate  charged by persons in the business of
          lending   money  for  loans   which   would  be  made  under   similar
          circumstances.  As  of  the  Effective  Date,  the  interest  rate  is
          determined as set forth in Appendix C, and may be changed from time to
          time, without the necessity of amending this Plan and Trust document.

     9.6  Repayment

          Substantially  level  amortization shall be required of each loan with
          payments made at least monthly,  generally through payroll  deduction.
          Loans may be prepaid in full or in part at any time.  The  Participant
          may choose the loan repayment period, not to exceed 5 years.

     9.7  Repayment Hierarchy

          Loan  principal  repayments  shall be  credited  to the  Participant's
          Accounts  in the  inverse  of the order  used to fund the  loan.  Loan
          interest  shall be  credited to the  Participant's  Accounts in direct
          proportion  to the  principal  payment.  Loan payments are credited by
          investment  type  based  upon  the  Participant's  current  investment
          election for new Contributions.

     9.8  Loan Application, Note and Security

          A  Participant  shall  apply for any loan in such manner and with such
          advance notice as prescribed by the Administrator.  All loans shall be
          evidenced  by a  promissory  note,  secured only by the portion of the
          Participant's  Account from which the loan is made, and the Plan shall
          have a lien on this portion of his or her Account.

     9.9  Default, Suspension and Call Feature

          (a)  Default.  A loan  is  treated  as a  default  if  scheduled  loan
               payments  are  more  than  90  days  late,   provided   that  the
               Administrator  may agree to a suspension  of loan payments for up
               to 6 months for a  Participant  who is on a Leave of  Absence.  A
               Participant  shall  then  have 30 days  from  the  time he or she
               receives  written notice of the default and a demand for past due
               amounts to cure the default before it becomes final.

                                       36
(b)  Actions upon Default. In the event of default,  the Administrator
               may  direct  the  Trustee  to  report  the  default  as a taxable
               distribution.  As soon as a Plan  withdrawal or  distribution  to
               such Participant would otherwise be permitted,  the Administrator
               may instruct the Trustee to execute upon its security interest in
               the  Participant's  Account  by  distributing  the  note  to  the
               Participant.

          (c)  Call Feature.  The Administrator shall have the right to call any
               Participant loan once a Participant's employment with all Related
               Companies has terminated or if the Plan is terminated.

     9.10 Spousal Consent

          A Participant  is not required to obtain  Spousal  Consent in order to
          take out a loan under the Plan.

                                       37
10   IN-SERVICE WITHDRAWALS
     ----------------------

     10.1 Hardship Withdrawals

          (a)  Requirements.  A  Participant  who is an Employee may request the
               withdrawal  of any amount  necessary to satisfy a financial  need
               including  amounts  necessary to pay any federal,  state or local
               income taxes or penalties  reasonably  anticipated to result from
               the distribution. Only requests for withdrawals (1) on account of
               a  Participant's   "Deemed   Financial  Need"  or   "Demonstrated
               Financial Need", and (2) which are "Demonstrated as Necessary" to
               satisfy the financial need will be approved.

          (b)  "Deemed Financial Need". Financial commitments relating to:

               (1)  unreimbursable medical expenses described under Code section
                    213(d) incurred (or to be incurred) by the Employee,  his or
                    her spouse or dependents;

               (2)  the purchase (excluding mortgage payments) of the Employee's
                    principal residence;

               (3)  the   payment  of   unreimbursable   tuition   and   related
                    educational   fees  for  up  to  the  next  12   months   of
                    post-secondary education for the Employee, his or her spouse
                    or dependents;

               (4)  the need to pay for the funeral  expenses  of an  Employee's
                    family member;

               (5)  the need  for the  Employee  to  prevent  losing  his or her
                    principal  residence  through eviction or foreclosure on the
                    mortgage; or

               (6)  any other  circumstance  specifically  permitted  under Code
                    section 401(k)(2)(B)(i)(IV).

          (c)  "Demonstrated   Financial   Need".   A   determination   by   the
               Administrator that a severe financial hardship to the Participant
               has resulted from:

               (1)  a sudden and unexpected  illness or accident to the Employee
                    or his or her spouse or dependents;

               (2)  the loss, due to casualty,  of the Employee's property other
                    than nonessential property (such as a boat or a television);
                    or

               (3)  some   other   similar   extraordinary   and   unforeseeable
                    circumstances  arising  as a result  of  events  beyond  the
                    control of the Employee.

                                       38
(d)  "Demonstrated  as Necessary".  A withdrawal is  "demonstrated  as
               necessary"  to satisfy the  financial  need only if the  Employee
               represents that he or she is unable to relieve the financial need
               (without  causing  further  hardship)  by doing any or all of the
               following:

               (1)  receiving any  reimbursement or compensation  from insurance
                    or otherwise;

               (2)  reasonably  liquidating  his or her assets and the assets of
                    his or her  spouse  or minor  children  that are  reasonably
                    available  to the  Employee to the extent  such  liquidation
                    would not cause further hardship;

               (3)  ceasing all of his or her contributions to all qualified and
                    nonqualified  plans of deferred  compensation  and all stock
                    option  or  stock  purchase  plans   maintained  by  Related
                    Companies;

               (4)  obtaining  all other  possible  withdrawals  and  nontaxable
                    loans  available  from  all  plans   maintained  by  Related
                    Companies; and

               (5)  obtaining  all  possible  loans from  commercial  sources on
                    reasonable commercial terms.

          (e)  Account Sources for Withdrawal.  The withdrawal amount shall come
               only from the Participant's fully vested Accounts, except for the
               portion of his or her Profit  Sharing  Account  as  described  in
               Appendix A, in the following priority order:

                    Rollover Account
                    Company Match Account
                    Profit Sharing Account
                    Pre-Tax Account

               Effective July 1, 1994, the preceding  reference to ", except for
               the portion of his or her Profit Sharing  Account as described in
               Appendix A" will no longer apply.

               The amount that may be  withdrawn  from a  Participant's  Pre-Tax
               Account  shall not  include any  earnings  credited to his or her
               Pre-Tax  Contribution  Account  after the start of the first Plan
               Year beginning after December 31, 1988.

          (f)  Permitted  Frequency.  There is no  restriction  on the number of
               Hardship withdrawals permitted to a Participant.

     10.2 Rollover Account Withdrawals

          No in-service  withdrawals are permitted from a Participant's Rollover
          Account except as provided elsewhere in this Section.

                                       39
10.3 Over Age 70 1/2 Withdrawals

          (a)  Requirements.  A  Participant  who is an Employee and over age 70
               1/2 may withdraw from the Accounts listed in paragraph (b) below.

          (b)  Account Sources for Withdrawal.  The withdrawal amount shall come
               only  from  the  Participant's  fully  vested  Accounts,  in  the
               following priority order:

                    Rollover Account
                    Pre-Tax Account
                    Company Match Account
                    Profit Sharing Account

          (c)  Permitted  Frequency.  There is no  restriction  on the number of
               Over Age 70 1/2 withdrawals permitted to a Participant.

          (d)  Suspension  from  Further  Contributions.  An  Over  Age  70  1/2
               withdrawal  shall  not  affect a  Participant's  ability  to make
               further Contributions.

     10.4 Withdrawal Processing

          (a)  Minimum  Amount.  There  is no  minimum  amount  for any  type of
               withdrawal.

          (b)  Application and Notice. A Participant shall apply for any type of
               withdrawal  in such  manner  and  with  such  advance  notice  as
               prescribed  by  the  Administrator.   The  Participant  shall  be
               provided the notice prescribed by Code section 402(f).

               If an  in-service  withdrawal  is  one  to  which  Code  sections
               401(a)(11) and 417 do not apply,  such in-service  withdrawal may
               commence  less than 30 days  after the  aforementioned  notice is
               provided, if:

               (1)  the  Participant is clearly  informed that he or she has the
                    right to a period of at least 30 days after  receipt of such
                    notice to consider his or her option to elect or not elect a
                    Direct Rollover for all or a portion,  if any, of his or her
                    in-service  withdrawal  which will  constitute  an  Eligible
                    Rollover Distribution; and

               (2)  the Participant  after receiving such notice,  affirmatively
                    elects a Direct  Rollover  for all or a portion,  if any, of
                    his or her in-service  withdrawal  which will  constitute an
                    Eligible  Rollover  Distribution or alternatively  elects to
                    have all or a portion made  payable  directly to him or her,
                    thereby not electing a Direct  Rollover for all or a portion
                    of such amount.

                                       40
(c)  Approval.   The  Administrator,   or  the  Trustee  if  otherwise
               authorized by the  Administrator  and expressly  agreed to by the
               Trustee, is responsible for determining that a withdrawal request
               conforms  to the  requirements  described  in  this  Section  and
               granting or denying approval of such request.

          (d)  Time of  Processing.  The  Trustee  shall  process  a  withdrawal
               request  approved  and  received  by a Sweep  Date,  based on the
               Account  value  as of  the  Sweep  Date,  and  fund  them  on the
               following Settlement Date. The Trustee shall then make payment as
               soon thereafter as is administratively feasible.

          (e)  Medium  and  Form  of  Payment.  The  medium  of  payment  for  a
               withdrawal  shall  be  cash.  With  regard  to the  portion  of a
               withdrawal  representing  an Eligible  Rollover  Distribution,  a
               Participant may elect to have such amount paid as Direct Rollover
               to  an  Eligible   Retirement  Plan.  The  form  of  payment  for
               withdrawals shall be a single installment.

          (f)  Investment  Fund  Sources.  Within  each  Account  type  used for
               funding a withdrawal, amounts shall first be taken from the Sweep
               Account and then taken by type of investment in direct proportion
               to  the  market  value  of the  Participant's  interest  in  each
               Investment  Fund (which excludes  Participant  loans) at the time
               the withdrawal is made.

     10.5 Spousal Consent

          A Participant  is not required to obtain  Spousal  Consent in order to
          make an in-service withdrawal under the Plan.

                                       41
11   DISTRIBUTIONS ONCE EMPLOYMENT ENDS
     ----------------------------------

     11.1 Benefit Election

          A  Participant,  or his or her  Beneficiary  in the case of his or her
          death, shall be provided with information regarding all optional times
          and forms of payment  available to include the notices  prescribed  by
          Code section 402(f) and Code section 411(a)(11).  Subject to the other
          requirements of this Section, a Participant, or his or her Beneficiary
          in the case of his or her death,  may elect,  in such  manner and with
          such advance notice as prescribed by the Administrator, to have his or
          her  vested  Account  balance  paid to him or her  beginning  upon any
          Settlement  Date following his or her  termination of employment  with
          all Related Companies.

          If a distribution is one to which Code sections  401(a)(11) and 417 do
          not apply,  such distribution may commence less than 30 days after the
          aforementioned notices are provided, if:

          (a)  the Participant is clearly  informed that he or she has the right
               to a period of at least 30 days after  receipt of such notices to
               consider the decision as to whether to elect a  distribution  and
               if so to elect a particular form of distribution  and to elect or
               not elect a Direct Rollover for all or a portion,  if any, of his
               or her  distribution  which will constitute an Eligible  Rollover
               Distribution; and

          (b)  the  Participant  after  receiving  such  notices,  affirmatively
               elects a distribution and a Direct Rollover for all or a portion,
               if any,  of his or her  distribution  which  will  constitute  an
               Eligible  Rollover  Distribution or alternatively  elects to have
               all or a portion made payable directly to him or her, thereby not
               electing a Direct Rollover for all or a portion thereof.

     11.2 Payment Form and Medium

          A Participant may elect to be paid in any of these forms:

          (a)  a single lump sum, or

          (b)  a portion paid in a lump sum, and the remainder paid later, or

          (c)  periodic  installments  over a  period  not to  exceed  the  life
               expectancy of the Participant and his or her Beneficiary.

          Distributions   shall  be  made  in  cash,  except  to  the  extent  a
          distribution  consists  of an offset  amount as  described  in Section
          9.9(c).  With regard to the portion of a distribution  representing an
          Eligible Rollover Distribution, a Distributee may elect to have all or
          a portion of such  amount  paid as a Direct  Rollover  to an  Eligible
          Retirement Plan.

                                       42
11.3 Small Amounts Paid Immediately

          If, at the time a Participant's  employment with all Related Companies
          ends, the Participant's  vested Account balance is $3,500 or less, the
          Participant's  benefit  shall be paid as a single  lump sum as soon as
          administratively feasible after his or her employment with all Related
          Companies  ends  in  accordance  with  procedures  prescribed  by  the
          Administrator.

     11.4 Deemed Distribution

          For purposes of Section 8.4,  vested  Account  balances will be deemed
          distributed  as of the  Settlement  Date  following  the Sweep Date on
          which  the   Administrator  has  reported  to  the  Trustee  that  the
          Participant's employment with all Related Companies has terminated.

     11.5 Latest Commencement Permitted

          In addition to any other Plan  requirements  and unless a  Participant
          elects  otherwise,  his or her benefit  payments  will begin not later
          than 60 days after the end of the Plan Year in which he or she attains
          his or her Normal  Retirement  Date or  retires,  whichever  is later.
          However,  if  the  amount  of  the  payment  or  the  location  of the
          Participant  (after a reasonable search) cannot be ascertained by that
          deadline,  payment  shall  be made no  later  than 60 days  after  the
          earliest date on which such amount or location is ascertained.  In any
          case,  benefit  payments  shall  begin  by  the  April  1  immediately
          following  the end of the  calendar  year  in  which  the  Participant
          attains age 70 1/2 (whether or not he or she is an Employee).

     11.6 Payment Within Life Expectancy

          The  Participant's  payment  election  must  be  consistent  with  the
          requirement  of Code  section  401(a)(9)  that all  payments are to be
          completed  within a period  not to  exceed  the lives or the joint and
          last  survivor  life  expectancy  of the  Participant  and  his or her
          Beneficiary.  The life  expectancies  of a Participant  and his or her
          spouse may not be recomputed annually.

     11.7 Incidental Benefit Rule

          The  Participant's  payment  election  must  be  consistent  with  the
          requirement that, if the  Participant's  spouse is not his or her sole
          primary Beneficiary, the minimum annual distribution for each calendar
          year,  beginning  with the year in which he or she attains age 70 1/2,
          shall not be less  than the  quotient  obtained  by  dividing  (a) the
          Participant's  vested Account balance as of the last Trade Date of the
          preceding year by (b) the applicable  divisor as determined  under the
          incidental benefit requirements of Code section 401(a)(9).

     11.8 Payment to Beneficiary

          Payment to a  Beneficiary  must either:  (1) be completed  within five
          years of the  Participant's  death or (2) begin within one year of his
          or her death and be completed  within the period of the  Beneficiary's
          life or life expectancy, except that:

                                       43
(a)  If the Participant  dies after the April 1 immediately  following
               the end of the  calendar  year in which he or she  attains age 70
               1/2,  payment to his or her Beneficiary  must be made at least as
               rapidly as provided in the Participant's distribution election;

          (b)  If the  surviving  spouse is the  Beneficiary,  payments need not
               begin until the date on which the Participant would have attained
               age 70 1/2 and must be completed within the spouse's life or life
               expectancy; and

          (c)  If  the  Participant   and  the  surviving   spouse  who  is  the
               Beneficiary die (1) before the April 1 immediately  following the
               end of the  calendar  year in which the  Participant  would  have
               attained  age 70 1/2 and (2)  before  payments  have begun to the
               spouse, the spouse will be treated as the Participant in applying
               these rules.

     11.9 Beneficiary Designation

          Each   Participant  may  complete  a  beneficiary   designation   form
          indicating  the  Beneficiary  who  is  to  receive  the  Participant's
          remaining  Plan  interest  at  the  time  of his  or  her  death.  The
          designation  may be  changed  at any time.  However,  a  Participant's
          spouse shall be the sole primary  Beneficiary  unless the  designation
          includes  Spousal  Consent  for  another  Beneficiary.  If  no  proper
          designation  is in effect at the time of a  Participant's  death or if
          the  Beneficiary  does not survive the  Participant,  the  Beneficiary
          shall be, in the order listed, the:

          (a)  Participant's surviving spouse,

          (b)  Participant's children, in equal shares, per stirpes (by right of
               representation), or

          (c)  Participant's estate.

     11.10 Spousal Consent

          A Participant  is not required to obtain  Spousal  Consent in order to
          receive a distribution under the Plan.

                                       44
12   ADP AND ACP TESTS
     -----------------

     12.1 Contribution Limitation Definitions

          The following  definitions  are applicable to this Section 12 (where a
          definition  is  contained  in both  Sections 1 and 12, for purposes of
          Section 12 the Section 12 definition shall be controlling):

          (a)  "ACP"  or   "Average   Contribution   Percentage".   The  Average
               Percentage   calculated   using   Contributions    allocated   to
               Participants as of a date within the Plan Year.

          (b)  "ACP Test". The determination of whether the ACP is in compliance
               with the  Basic or  Alternative  Limitation  for a Plan  Year (as
               defined in Section 12.2).

          (c)  "ADP" or "Average Deferral  Percentage".  The Average  Percentage
               calculated using Deferrals allocated to Participants as of a date
               within the Plan Year.

          (d)  "ADP Test". The determination of whether the ADP is in compliance
               with the  Basic or  Alternative  Limitation  for a Plan  Year (as
               defined in Section 12.2).

          (e)  "Average Percentage".  The average of the calculated  percentages
               for  Participants  within the  specified  group.  The  calculated
               percentage  refers to either the  "Deferrals" or  "Contributions"
               (as defined in this  Section) made on each  Participant's  behalf
               for the Plan  Year,  divided by his or her  Compensation  for the
               portion  of the  Plan  Year in  which  he or she was an  Eligible
               Employee while a Participant.  (Pre-Tax  Contributions which will
               be refunded  solely because they exceed the  Contribution  Dollar
               Limit are  included in the  percentage  for the HCE Group but not
               for the NHCE Group if such excess Pre-Tax Contributions were made
               to plans of Related Companies.)

          (f)  "Contributions"  shall include  Company Match  Contributions.  In
               addition,  Contributions may include Pre-Tax  Contributions,  but
               only to the extent that (1) the Employer  elects to use them, (2)
               they are not used or  counted  in the ADP Test,  and (3) they are
               necessary to meet the ACP Test Alternative Limitation (defined in
               Section 12.2 (b)) or the Multiple Use Test.

          (g)  "Deferrals" shall include Pre-Tax Contributions.

          (h)  "Family Member".  An Employee who is, at any time during the Plan
               Year or Lookback Year, a spouse,  lineal ascendant or descendant,
               or spouse of a lineal ascendant or descendant of (1) an active or
               former Employee who at any time during Plan Year or Lookback Year
               is a more  than 5% Owner  (within  the  meaning  of Code  section
               414(q)(3)),  or (2) an HCE who is among the 10 Employees with the
               highest Compensation for such Year.

                                       45
(i)  "HCE" or  "Highly  Compensated  Employee".  With  respect to each
               Employer and its Related  Companies,  an Employee during the Plan
               Year or  Lookback  Year  who (in  accordance  with  Code  section
               414(q)):

               (1)  Was a more  than 5% Owner at any time  during  the  Lookback
                    Year or Plan Year;

               (2)  Received  Compensation  during the Lookback  Year (or in the
                    Plan  Year if  among  the 100  Employees  with  the  highest
                    Compensation  for such  Year) in excess of (i)  $75,000  (as
                    adjusted for such Year pursuant to Code  sections  414(q)(1)
                    and  415(d)),  or (ii)  $50,000 (as  adjusted  for such Year
                    pursuant to Code sections  414(q)(1) and 415(d)) in the case
                    of a member of the "top-paid  group"  (within the meaning of
                    Code section 414(q)(4)) for such Year),  provided,  however,
                    that if the conditions of Code section 414(q)(12)(B)(ii) are
                    met, the Company may elect for any Plan Year to apply clause
                    (i) by  substituting  $50,000  for  $75,000 and not to apply
                    clause (ii);

               (3)  Was  an  officer   of  a  Related   Company   and   received
                    Compensation  during the Lookback  Year (or in the Plan Year
                    if among the 100 Employees with the highest Compensation for
                    such Year) that is greater than 50% of the dollar limitation
                    in effect under Code section  415(b)(1)(A)  and (d) for such
                    Year (or if no  officer  has  Compensation  in excess of the
                    threshold,  the  officer  with  the  highest  Compensation),
                    provided that the number of officers  shall be limited to 50
                    Employees  (or, if less,  the greater of three  Employees or
                    10% of the Employees); or

               (4)  Was a Family  Member at any time during the Lookback Year or
                    Plan Year, in which case the  Contributions and Compensation
                    of the HCE and his or her Family Members shall be aggregated
                    and they shall be treated as a single HCE.

               A former  Employee  shall be treated as an HCE if (1) such former
               Employee was an HCE when he separated  from service,  or (2) such
               former Employee was an HCE in service at any time after attaining
               age 55.

               The determination of who is an HCE,  including the determinations
               of the number and identity of  Employees  in the top-paid  group,
               the top 100  Employees  and the  number of  Employees  treated as
               officers shall be made in accordance with Code section 414(q).

                                       46
(j)  "HCE Group" and "NHCE  Group".  With respect to each Employer and
               its Related Companies, the respective group of HCEs and NHCEs who
               are eligible to have amounts  contributed on their behalf for the
               Plan Year,  including  Employees  who would be  eligible  but for
               their election not to  participate  or to contribute,  or because
               their  Pay is  greater  than  zero but  does not  exceed a stated
               minimum.

               (1)  If the Related  Companies  maintain  two or more plans which
                    are subject to the ADP or ACP Test and are considered as one
                    plan for purposes of Code sections  401(a)(4) or 410(b), all
                    such plans shall be  aggregated  and treated as one plan for
                    purposes  of meeting the ADP and ACP Tests,  provided  that,
                    for Plan Years beginning after December 31, 1989,  plans may
                    only be aggregated if they have the same Plan Year.

               (2)  If an HCE, who is one of the top 10 paid Employees or a more
                    than  5%  Owner,  has any  Family  Members,  the  Deferrals,
                    Contributions  and  Compensation  of such HCE and his or her
                    Family  Members  shall be  combined  and treated as a single
                    HCE.  Such  amounts for all other  Family  Members  shall be
                    removed from the NHCE Group  percentage  calculation  and be
                    combined with the HCEs.

               (3)  If an HCE is  covered  by more  than  one  cash or  deferred
                    arrangement  maintained by the Related  Companies,  all such
                    plans  shall  be  aggregated  and  treated  as one  plan for
                    purposes of calculating the separate  percentage for the HCE
                    which  is  used  in  the   determination   of  the   Average
                    Percentage.

          (k)  "Lookback  Year".  Pursuant to Code section  414(q),  the Company
               elects as the  Lookback  Year the current  calendar  year (ending
               with the Plan Year).

          (l)  "Multiple Use Test".  The test  described in Section 12.4 which a
               Plan must meet where the  Alternative  Limitation  (described  in
               Section 12.2(b)) is used to meet both the ADP and ACP Tests.

          (m)  "NHCE" or "Non-Highly  Compensated Employee".  An Employee who is
               not an HCE.

     12.2 ADP and ACP Tests

          For each Plan Year, the ADP and ACP for the HCE Group must meet either
          the Basic or  Alternative  Limitation  when compared to the respective
          ADP and ACP for the NHCE Group, defined as follows:

          (a)  Basic Limitation. The HCE Group Average Percentage may not exceed
               1.25 times the NHCE Group Average Percentage.

          (b)  Alternative  Limitation.  The HCE  Group  Average  Percentage  is
               limited by  reference  to the NHCE Group  Average  Percentage  as
               follows:

                                       47
If the NHCE Group             Then the Maximum HCE
               Average Percentage is:      Group Average Percentage is:
               ----------------------      ----------------------------

                    Less than 2%           2 times NHCE Group Average %
                      2% to 8%             NHCE Group Average % plus 2%
                    More than 8%           NA - Basic Limitation applies

     12.3 Correction of ADP and ACP Tests

          If the  ADP  or  ACP  Tests  are  not  met,  the  Administrator  shall
          determine,  no later  than the end of the next  Plan  Year,  a maximum
          percentage to be used in place of the  calculated  percentage  for all
          HCEs  that  would  reduce  the ADP  and/or  ACP for the HCE group by a
          sufficient amount to meet the ADP and ACP Tests.

          (a)  ADP Correction.  Pre-Tax  Contributions  shall, by the end of the
               next  Plan  Year,  be  refunded   (including  amounts  previously
               refunded because they exceeded the Contribution  Dollar Limit) to
               the Participant in an amount equal to the actual  Deferrals minus
               the product of the maximum percentage and the HCE's Compensation.
               Any Company Match  Contributions  attributable to refunded excess
               Pre-Tax  Contributions as described in this Section 12.3(a) shall
               be deemed a Contribution  made by reason of a mistake of fact and
               removed from the Participant's Account.

          (b)  ACP Correction.  Contributions shall, by the end of the next Plan
               Year, be refunded to the  Participant to the extent  vested,  and
               forfeited to the extent such  amounts were not vested,  as of the
               end of the Plan  Year  being  tested  in an  amount  equal to the
               actual  Contributions minus the product of the maximum percentage
               and the HCE's Compensation.

          (c)  Investment  Fund  Sources.  Once the  amount of excess  Deferrals
               and/or Contributions is determined amounts shall then be taken by
               type of  investment  in direct  proportion to the market value of
               the  Participant's   interest  in  each  Investment  Fund  (which
               excludes  his or her  Loan  Account  balance)  at  the  time  the
               correction is made.

          (d)  Family  Member  Correction.   To  the  extent  any  reduction  is
               necessary  with  respect to an HCE and his or her Family  Members
               that have been  combined  and treated  for testing  purposes as a
               single Employee,  the excess Deferrals and Contributions from the
               ADP and/or ACP Test shall be prorated among each such Participant
               in direct  proportion  to his or her  Deferrals or  Contributions
               included in each Test.

     12.4 Multiple Use Test

          If the  Alternative  Limitation  (defined in Section  12.2) is used to
          meet  both the ADP and ACP  Tests,  the ADP and ACP for the HCE  Group
          must also comply with the requirements of Code section 401(m)(9). Such
          Code  section  requires  that  the  sum of the ADP and ACP for the HCE
          Group (as determined after any corrections  needed to meet the ADP and
          ACP Tests have been made) not exceed the sum (which  produces the most
          favorable result) of:

                                       48
(a)  the Basic Limitation  (defined in Section 12.2) applied to either
               the ADP or ACP for the NHCE Group, and

          (b)  the  Alternative  Limitation  applied  to the  other  NHCE  Group
               percentage.

     12.5 Correction of Multiple Use Test

          If the  multiple  use  limit  is  exceeded,  the  Administrator  shall
          determine a maximum  percentage to be used in place of the  calculated
          percentage  for all HCEs that would  reduce  either or both the ADP or
          ACP for the HCE Group by a sufficient  amount to meet the multiple use
          limit.  Any  excess  shall  be  handled  in the same  manner  that the
          distribution of excess Deferrals or Contributions are handled.

     12.6 Adjustment for Investment Gain or Loss

          Any excess  Deferrals or Contributions to be refunded to a Participant
          or forfeited in accordance with Section 12.3 or 12.5 shall be adjusted
          for investment gain or loss.  Refunds or forfeitures shall not include
          investment  gain  or  loss  for  the  period  between  the  end of the
          applicable Plan Year and the date of distribution.

     12.7 Testing Responsibilities and Required Records

          The  Administrator  shall be  responsible  for ensuring  that the Plan
          meets the ADP, ACP and  Multiple  Use Tests and that the  Contribution
          Dollar Limit is not  exceeded.  In carrying out its  responsibilities,
          the  Administrator  shall  have  sole  discretion  to limit or  reduce
          Deferrals  or  Contributions  at any  time.  The  Administrator  shall
          maintain records which are sufficient to demonstrate that the ADP, ACP
          and  Multiple  Use Tests have been met for each Plan Year for at least
          as long as the Employer's corresponding tax year is open to audit.

     12.8 Separate Testing

          (a)  Multiple  Employers:  The  determination of HCEs,  NHCEs, and the
               performance  of the  ADP,  ACP and  Multiple  Use  Tests  and any
               corrective  action  resulting  therefrom shall be made separately
               with regard to the  Employees of each  Employer  (and its Related
               Companies)   that  is  not  a  Related  Company  with  the  other
               Employer(s).

          (b)  Collective  Bargaining  Units: The performance of the testing and
               any  corrective  action  resulting  therefrom  shall  be  applied
               separately  to Employees who are eligible to  participate  in the
               Plan as a result of a collective bargaining agreement.

          In addition, separate testing may be applied, at the discretion of the
          Administrator and to the extent permitted under Treasury  regulations,
          to any group of Employees for whom separate testing is permissible.

                                       49
13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS
     --------------------------------------------

     13.1 "Annual Addition" Defined

          The sum of all amounts  allocated to the  Participant's  Account for a
          Plan Year.  Amounts  include  contributions  (except for  rollovers or
          transfers  from  another  qualified  plan),  forfeitures  and,  if the
          Participant  is a Key  Employee  (pursuant  to  Section  14)  for  the
          applicable or any prior Plan Year,  medical benefits provided pursuant
          to  Code  section  419A(d)(1).  For  purposes  of this  Section  13.1,
          "Account" also includes a  Participant's  account in all other defined
          contribution  plans currently or previously  maintained by any Related
          Company.  The Plan Year  refers  to the year to which  the  allocation
          pertains,  regardless of when it was allocated. The Plan Year shall be
          the Code section 415 limitation year.

     13.2 Maximum Annual Addition

          The Annual  Addition to a  Participant's  accounts under this Plan and
          any other defined  contribution plan maintained by any Related Company
          for any Plan Year shall not exceed the lesser of (1) 25% of his or her
          Taxable  Income or (2) the  greater of $30,000 or  one-quarter  of the
          dollar limitation in effect under Code section 415(b)(1)(A).

     13.3 Avoiding an Excess Annual Addition

          If, at any time during a Plan Year,  the  allocation of any additional
          Contributions  would produce an excess Annual  Addition for such year,
          Contributions  to be made for the  remainder of the Plan Year shall be
          limited to the amount needed for each affected  Participant to receive
          the maximum Annual Addition.

     13.4 Correcting an Excess Annual Addition

          Upon the  discovery of an excess  Annual  Addition to a  Participant's
          Account (resulting from forfeitures,  allocations, reasonable error in
          determining  Participant   compensation  or  the  amount  of  elective
          contributions,  or other  facts and  circumstances  acceptable  to the
          Internal  Revenue  Service)  the excess  amount  (adjusted  to reflect
          investment  gains) shall first be returned to the  Participant  to the
          extent of his or her  Pre-Tax  Contributions  (however  to the  extent
          Pre-Tax  Contributions  were  matched,  the  applicable  Company Match
          Contributions shall be forfeited in proportion to the returned matched
          Pre-Tax  Contributions)  and the remaining  excess,  if any,  shall be
          forfeited by the Participant and together with forfeited Company Match
          Contributions,  used to reduce subsequent  Contributions as soon as is
          administratively feasible.

     13.5 Correcting a Multiple Plan Excess

          If a  Participant,  whose  Account is credited  with an excess  Annual
          Addition,  received  allocations to more than one defined contribution
          plan, the excess shall be corrected by reducing the Annual Addition to
          this Plan only  after all  possible  reductions  have been made to the
          other defined contribution plans.

                                       50
13.6 "Defined Benefit Fraction" Defined

          The fraction, for any Plan Year, where the numerator is the "projected
          annual  benefit"  and the  denominator  is the  greater of 125% of the
          "protected  current accrued  benefit" or the normal limit which is the
          lesser of (1) 125% of the maximum  dollar  limitation  provided  under
          Code section  415(b)(1)(A) for the Plan Year or (2) 140% of the amount
          which may be taken into account  under Code section  415(b)(1)(B)  for
          the Plan Year, where a Participant's:

          (a)  "projected  annual benefit" is the annual benefit provided by the
               Plan determined pursuant to Code section 415(e)(2)(A), and

          (b)  "protected  current accrued benefit" in a defined benefit plan in
               existence  on (1)  July 1,  1982,  shall  be the  accrued  annual
               benefit provided for under Public Law 97-248,  section 235(g)(4),
               as amended,  or (2) on May 6, 1986,  shall be the accrued  annual
               benefit provided for under Public Law 99-514, section 1106(i)(3).

     13.7 "Defined Contribution Fraction" Defined

          The  fraction  where  the  numerator  is the sum of the  Participant's
          Annual  Addition for each Plan Year to date and the denominator is the
          sum of the "annual amounts" for each year in which the Participant has
          performed service with a Related Company.  The "annual amount" for any
          Plan Year is the lesser of (1) 125% of the Code  section  415(c)(1)(A)
          dollar limitation  (determined without regard to subsection (c)(6)) in
          effect for the Plan Year and (2) 140% of the Code section 415(c)(1)(B)
          amount in effect for the Plan Year, where:

          (a)  each Annual  Addition is determined  pursuant to the Code section
               415(c) rules in effect for such Plan Year, and

          (b)  the numerator is adjusted pursuant to Public Law 97-248,  section
               235(g)(3), as amended, or Public Law 99-514, section 1106(i)(4).

     13.8 Combined Plan Limits and Correction

          If a  Participant  has also  participated  in a defined  benefit  plan
          maintained  by a  Related  Company,  the  sum of the  Defined  Benefit
          Fraction and the Defined  Contribution  Fraction for any Plan Year may
          not exceed  1.0.  If the  combined  fraction  exceeds 1.0 for any Plan
          Year, the Participant's benefit under any defined benefit plan (to the
          extent it has not been  distributed  or used to  purchase  an  annuity
          contract)  shall be limited  so that the  combined  fraction  does not
          exceed 1.0 before any defined contribution limits will be enforced.

                                       51
14   TOP HEAVY RULES
     ---------------

     14.1 Top Heavy Definitions

          When  capitalized,  the following words and phrases have the following
          meanings when used in this Section:

          (a)  "Aggregation  Group". The group consisting of each qualified plan
               of an  Employer  (and its Related  Companies)  (1) in which a Key
               Employee  is a  participant  or  was  a  participant  during  the
               determination   period  (regardless  of  whether  such  plan  has
               terminated),  or (2) which  enables  another plan in the group to
               meet the requirements of Code sections  401(a)(4) and 410(b). The
               Employer may also treat any other  qualified  plan as part of the
               group if the group  would  continue to meet the  requirements  of
               Code  sections  401(a)(4)  and 410(b)  with such plan being taken
               into account.

          (b)  "Determination  Date".  The last Trade Date of the preceding Plan
               Year or, in the case of the  Plan's  first  year,  the last Trade
               Date of the first Plan Year.

          (c)  "Key  Employee".  A  current  or former  Employee  (or his or her
               Beneficiary)  who at any time during the five year period  ending
               on the Determination Date was:

               (1)  an  officer  of a Related  Company  whose  Compensation  (i)
                    exceeds  50% of the  amount in  effect  under  Code  section
                    415(b)(1)(A)  and  (ii)  places  him  within  the  following
                    highest paid group of officers:

                          Number of Employees               Number of
                        not Excluded Under Code           Highest Paid
                           Section 414(q)(8)            Officers Included
                           -----------------            -----------------
                              Less than 30                      3
                               30 to 500              10% of the number of
                                                     Employees not excluded
                                                       under Code section
                                                            414(q)(8)
                             More than 500                     50

               (2)  a more than 5% Owner,

               (3)  a more than 1% Owner whose Compensation exceeds $150,000, or

               (4)  a more than 0.5% Owner who is among the 10 Employees  owning
                    the  largest   interest  in  a  Related  Company  and  whose
                    Compensation exceeds the amount in effect under Code section
                    415(c)(1)(A).

                                       52
(d)  "Plan Benefit".  The sum as of the  Determination  Date of (1) an
               Employee's  Account,  (2) the  present  value of his or her other
               accrued  benefits  provided  by all  qualified  plans  within the
               Aggregation  Group,  and (3)  the  aggregate  distributions  made
               within the five year period  ending on such date.  Plan  Benefits
               shall exclude rollover  contributions  and plan to plan transfers
               made after  December 31, 1983 which are both  employee  initiated
               and from a plan maintained by a non-related employer.

          (e)  "Top  Heavy".  The Plan's  status  when the Plan  Benefits of Key
               Employees  account for more than 60% of the Plan  Benefits of all
               Employees who have performed services at any time during the five
               year period ending on the  Determination  Date. The Plan Benefits
               of Employees who were, but are no longer,  Key Employees (because
               they  have not been an  officer  or Owner  during  the five  year
               period), are excluded in the determination.

     14.2 Special Contributions

          (a)  Minimum Contribution Requirement. For each Plan Year in which the
               Plan is Top Heavy, the Employer shall not allow any contributions
               (other than a Rollover  Contribution)  to be made by or on behalf
               of any Key  Employee  unless the  Employer  makes a  contribution
               (other than Pre-Tax and Company Match Contributions) on behalf of
               all Participants  who were Eligible  Employees as of the last day
               of the Plan Year in an  amount  equal to at least 3% of each such
               Participant's  Taxable Income. The Administrator shall remove any
               such contributions (including applicable investment gain or loss)
               credited  to  a  Key  Employee's  Account  in  violation  of  the
               foregoing rule and return them to the Employer or Employee to the
               extent permitted by the Limited Return of Contributions paragraph
               of Section 18.

          (b)  Overriding Minimum Benefit. Notwithstanding,  contributions shall
               be  permitted on behalf of Key  Employees  if the  Employer  also
               maintains a defined benefit plan which  automatically  provides a
               benefit  which  satisfies  the  Code  section  416(c)(1)  minimum
               benefit  requirements,  including the adjustment provided in Code
               section 416(h)(2)(A),  if applicable.  If this Plan is part of an
               aggregation  group in which a Key Employee is receiving a benefit
               and  no  minimum  is  provided  in  any  other  plan,  a  minimum
               contribution  of at least 3% of Taxable  Income shall be provided
               to the  Employees  specified in the  preceding  paragraph of this
               plan.  In addition,  the  Employer  may offset a defined  benefit
               minimum by  contributions  (other than Pre-Tax and Company  Match
               Contributions) made to this Plan.

     14.3 Adjustment to Combined Limits for Different Plans

          For each  Plan  Year in which  the Plan is Top  Heavy,  100%  shall be
          substituted for 125% in determining  the Defined Benefit  Fraction and
          the Defined Contribution Fraction.

                                       53
15   PLAN ADMINISTRATION
     -------------------

     15.1 Plan Delineates Authority and Responsibility

          Plan fiduciaries include the Company, the Administrator, the Committee
          and/or  the  Trustee,   as  applicable,   whose  specific  duties  are
          delineated in this Plan and Trust. In addition,  Plan fiduciaries also
          include any other person to whom fiduciary duties or responsibility is
          delegated  with respect to the Plan.  Any person or group may serve in
          more than one  fiduciary  capacity  with  respect to the Plan.  To the
          extent permitted under ERISA section 405, no fiduciary shall be liable
          for a breach by another fiduciary.

     15.2 Fiduciary Standards

          Each fiduciary shall:

          (a)  discharge  his or her  duties  in  accordance  with this Plan and
               Trust to the extent they are consistent with ERISA;

          (b)  use that degree of care,  skill,  prudence and  diligence  that a
               prudent  person  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;

          (c)  act  with  the  exclusive   purpose  of  providing   benefits  to
               Participants and their  Beneficiaries,  and defraying  reasonable
               expenses of administering the Plan;

          (d)  diversify  Plan  investments  so as to minimize the risk of large
               losses,  unless under the circumstances it is clearly prudent not
               to do so; and

          (e)  treat similarly  situated  Participants  and  Beneficiaries  in a
               uniform and nondiscriminatory manner.

     15.3 Company is ERISA Plan Administrator

          The  Company is the plan  administrator,  within the  meaning of ERISA
          section 3(16),  which is responsible for compliance with all reporting
          and  disclosure  requirements,  except those that are  explicitly  the
          responsibility  of the Trustee under applicable law. The Administrator
          and/or Committee shall have any necessary  authority to carry out such
          functions  through the actions of the  Administrator,  duly  appointed
          officers of the Company, and/or the Committee.

     15.4 Administrator Duties

          The Administrator  shall have the discretionary  authority to construe
          this Plan and Trust,  other than the  provisions  which  relate to the
          Trustee,  and to do all things  necessary or  convenient to effect the
          intent  and  purposes  of the Plan,  whether  or not such  powers  are
          specifically  set forth in this Plan and Trust.  Actions taken in good
          faith by the  Administrator  shall be  conclusive  and  binding on all
          interested parties,  and shall be given the maximum possible deference
          allowed by law.  In addition to the duties  listed  elsewhere  in this
          Plan and Trust, the Administrator's  authority shall include,  but not
          be limited to, the discretionary authority to:

                                       54
(a)  determine  who is  eligible  to  participate,  if a  contribution
               qualifies  as  a  rollover   contribution,   the   allocation  of
               Contributions,  and the  eligibility  for loans,  withdrawals and
               distributions;

          (b)  provide each Participant with a summary plan description no later
               than 90 days  after he or she has become a  Participant  (or such
               other period permitted under ERISA section 104(b)(1)), as well as
               informing each  Participant of any material  modification  to the
               Plan in a timely manner;

          (c)  make a copy of the following  documents available to Participants
               during  normal  work  hours:   this  Plan  and  Trust  (including
               subsequent  amendments),  all annual and  interim  reports of the
               Trustee  related to the entire Plan, the latest annual report and
               the summary plan description;

          (d)  determine  the  fact  of  a   Participant's   death  and  of  any
               Beneficiary's   right  to  receive  the  deceased   Participant's
               interest   based  upon  such  proof  and  evidence  as  it  deems
               necessary;

          (e)  establish and review at least  annually a funding  policy bearing
               in mind both the  short-run  and long-run  needs and goals of the
               Plan.   To  the  extent   Participants   may  direct   their  own
               investments,  the funding policy shall focus on which  Investment
               Funds are available for Participants to use; and

          (f)  adjudicate  claims pursuant to the claims procedure  described in
               Section 18.

     15.5 Advisors May be Retained

          The  Administrator  may retain  such  agents and  advisors  (including
          attorneys,   accountants,   actuaries,  consultants,  record  keepers,
          investment  counsel and  administrative  assistants)  as it  considers
          necessary  to  assist  it  in  the  performance  of  its  duties.  The
          Administrator shall also comply with the bonding requirements of ERISA
          section 412.

     15.6 Delegation of Administrator Duties

          The Company,  as  Administrator of the Plan, has appointed a Committee
          to  administer  the Plan on its behalf.  The Company shall provide the
          Trustee  with  the  names  and  specimen  signatures  of  any  persons
          authorized to serve as Committee  members and act as or on its behalf.
          Any  Committee  member  appointed  by the  Company  shall serve at the
          pleasure  of the  Company,  but may  resign by  written  notice to the
          Company.  Committee members shall serve without  compensation from the
          Plan  for  such  services.  Except  to the  extent  that  the  Company
          otherwise  provides,  any  delegation  of duties to a Committee  shall
          carry with it the full discretionary authority of the Administrator to
          complete such duties.

                                       55
15.7 Committee Operating Rules

          (a)  Actions of  Majority.  Any act  delegated  by the  Company to the
               Committee may be done by a majority of its members.  The majority
               may be expressed  by a vote at a meeting or in writing  without a
               meeting,  and a majority  action shall be equivalent to an action
               of all Committee members.

          (b)  Meetings.  The  Committee  shall hold  meetings upon such notice,
               place  and  times  as it  determines  necessary  to  conduct  its
               functions properly.

          (c)  Reliance by Trustee.  The  Committee may authorize one or more of
               its members to execute  documents on its behalf and may authorize
               one or more  of its  members  or  other  individuals  who are not
               members  to  give  written   direction  to  the  Trustee  in  the
               performance  of its duties.  The  Committee  shall  provide  such
               authorization  in  writing  to the  Trustee  with  the  name  and
               specimen  signatures  of  any  person  authorized  to  act on its
               behalf.  The Trustee shall accept such direction and rely upon it
               until  notified  in writing  that the  Committee  has revoked the
               authorization  to give such  direction.  The Trustee shall not be
               deemed  to be on notice of any  change in the  membership  of the
               Committee,  parties  authorized  to  direct  the  Trustee  in the
               performance of its duties,  or the duties delegated to and by the
               Committee until notified in writing.

                                       56
16   MANAGEMENT OF INVESTMENTS
     -------------------------

     16.1 Trust Agreement

          All Plan assets shall be held by the Trustee in trust,  in  accordance
          with  those  provisions  of this  Plan and Trust  which  relate to the
          Trustee,  for use in providing  Plan benefits and paying Plan expenses
          not paid directly by the Employer.  Plan benefits will be drawn solely
          from  the  Trust  and  paid  by  the   Trustee  as   directed  by  the
          Administrator.  Notwithstanding,  the Administrator may appoint,  with
          the approval of the Trustee,  another  trustee to hold and  administer
          Plan assets which do not meet the requirements of Section 16.2.

     16.2 Investment Funds

          The Administrator is hereby granted authority to direct the Trustee to
          invest Trust assets in one or more  Investment  Funds.  The number and
          composition  of  Investment  Funds may be  changed  from time to time,
          without the  necessity of amending this Plan and Trust  document.  The
          Trustee may  establish  reasonable  limits on the number of Investment
          Funds as well as the acceptable  assets for any such Investment  Fund.
          Each of the Investment Funds may be comprised of any of the following:

          (a)  shares of a  registered  investment  company,  whether or not the
               Trustee  or any of its  affiliates  is an  advisor  to,  or other
               service provider to, such company;

          (b)  collective  investment  funds  maintained by the Trustee,  or any
               other  fiduciary to the Plan,  which are available for investment
               by trusts  which are  qualified  under Code  sections  401(a) and
               501(a);

          (c)  individual  equity and fixed income  securities which are readily
               tradable on the open market;

          (d)  guaranteed  investment  contracts  issued by a bank or  insurance
               company;

          (e)  interest bearing deposits of the Trustee; and

          (f)  Company Stock.

          Any Investment Fund assets invested in a collective  investment  fund,
          shall be subject to all the provisions of the instruments establishing
          and governing such fund. These  instruments,  including any subsequent
          amendments, are incorporated herein by reference.

     16.3 Authority to Hold Cash

          The Trustee shall have the authority to cause the  investment  manager
          of each Investment Fund to maintain sufficient deposit or money market
          type assets in each Investment Fund to handle the Fund's liquidity and
          disbursement   needs.  Each  Participant's  and  Beneficiary's   Sweep
          Account,   which  is  used  to  hold  assets  pending   investment  or
          disbursement,  shall  consist  of  interest  bearing  deposits  of the
          Trustee.

                                       57
16.4 Trustee to Act Upon Instructions

          The  Trustee  shall  carry out  instructions  to invest  assets in the
          Investment  Funds as soon as practicable  after such  instructions are
          received from the Administrator,  Participants, or Beneficiaries. Such
          instructions   shall   remain  in   effect   until   changed   by  the
          Administrator, Participants or Beneficiaries.

     16.5 Administrator Has Right to Vote Registered Investment Company Shares

          The  Administrator  shall be entitled to vote  proxies or exercise any
          shareholder  rights relating to shares held on behalf of the Plan in a
          registered investment company. Notwithstanding,  the authority to vote
          proxies and exercise shareholder rights related to such shares held in
          a Custom Fund is vested as provided otherwise in Section 16.

     16.6 Custom Fund Investment Management

          The Administrator may designate,  with the consent of the Trustee,  an
          investment  manager for any Investment Fund established by the Trustee
          solely for Participants of this Plan (a "Custom Fund"). The investment
          manager may be the  Administrator,  Trustee or an  investment  manager
          pursuant to ERISA  section  3(38).The  Administrator  shall advise the
          Trustee in writing of the  appointment  of an  investment  manager and
          shall cause the  investment  manager to  acknowledge to the Trustee in
          writing that the investment manager is a fiduciary to the Plan.

          A Custom Fund shall be subject to the following:

          (a)  Guidelines. Written guidelines,  acceptable to the Trustee, shall
               be  established  for a Custom  Fund.  If a Custom  Fund  consists
               solely of collective  investment  funds or shares of a registered
               investment  company (and sufficient  deposit or money market type
               assets to handle the Fund's  liquidity and  disbursement  needs),
               its' underlying instruments shall constitute the guidelines.

          (b)  Authority of  Investment  Manager.  The  investment  manager of a
               Custom Fund shall have the authority to vote or execute  proxies,
               exercise  shareholder  rights,  manage,  acquire,  and dispose of
               Trust assets. Notwithstanding,  the authority to vote proxies and
               exercise  shareholder  rights  related to shares of Company Stock
               held in a Custom Fund is vested as provided  otherwise in Section
               16.

          (c)  Custody and Trade Settlement.  Unless otherwise  expressly agreed
               to by the  Trustee,  the Trustee  shall  maintain  custody of all
               Custom Fund assets and be  responsible  for the settlement of all
               Custom Fund  trades.  For purposes of this  section,  shares of a
               collective  investment  fund,  shares of a registered  investment
               company and guaranteed  investment  contracts issued by a bank or
               insurance  company,  shall be  regarded as the Custom Fund assets
               instead of the underlying assets of such instruments.

                                       58
(d)  Limited  Liability of  Co-Fiduciaries.  Neither the Administrator
               nor the Trustee shall be obligated to invest or otherwise  manage
               any Custom Fund assets for which the Trustee or  Administrator is
               not the investment manager nor shall the Administrator or Trustee
               be liable for acts or omissions  with regard to the investment of
               such assets except to the extent required by ERISA.

     16.7 Authority to Segregate Assets

          The Company may direct the  Trustee to split an  Investment  Fund into
          two or more funds in the event any assets in the Fund are  illiquid or
          the  value  is  not  readily  determinable.   In  the  event  of  such
          segregation,  the Company  shall give  instructions  to the Trustee on
          what value to use for the split-off assets,  and the Trustee shall not
          be responsible for confirming such value.

     16.8 Maximum Permitted Investment in Company Stock

          If the Company provides for a Company Stock Fund(s) the Fund(s) may be
          comprised entirely of Company Stock and the Fund(s) may be as large as
          necessary to comply with Participants' and  Beneficiaries'  investment
          elections and as otherwise  described in Appendix A. Effective July 1,
          1994,  the  preceding  reference  to "and as  otherwise  described  in
          Appendix A" will no longer apply.

     16.9 Participants Have Right to Vote and Tender Company Stock

          Each  Participant  or  Beneficiary  shall be entitled to instruct  the
          Trustee as to the voting or tendering of any full or partial shares of
          Company Stock held on his or her behalf in the Company Stock  Fund(s).
          Prior to such voting or tendering of Company Stock,  each  Participant
          or Beneficiary shall receive a copy of the proxy solicitation or other
          material relating to such vote or tender decision and a blank form for
          the  Participant  or  Beneficiary  to  complete  which  confidentially
          instructs  the  Trustee  to vote or tender  such  shares in the manner
          indicated by the Participants or  Beneficiaries.  Upon receipt of such
          instructions,  the  Trustee  shall act with  respect to such shares as
          instructed.  The Administrator shall instruct the Trustee with respect
          to how to vote or tender  any shares  for which  instructions  are not
          received from Participants or Beneficiaries.

     16.10 Registration and Disclosure for Company Stock

          The   Administrator   shall  be  responsible   for   determining   the
          applicability (and, if applicable, complying with) the requirements of
          the  Securities  Act of 1933,  as amended,  the  California  Corporate
          Securities Law of 1968, as amended,  and any other applicable blue sky
          law. The Administrator  shall also specify what restrictive  legend or
          transfer  restriction,  if any,  is  required  to be set  forth on the
          certificates  for the  securities  and the procedure to be followed by
          the Trustee to effectuate a resale of such securities.

                                       59
17   TRUST ADMINISTRATION
     --------------------

     17.1 Trustee to Construe Trust

          The Trustee shall have the  discretionary  authority to construe those
          provisions  of this Plan and Trust which  relate to the Trustee and to
          do all things  necessary or  convenient to the  administration  of the
          Trust,  whether or not such powers are  specifically set forth in this
          Plan and Trust.  Actions  taken in good faith by the Trustee  shall be
          conclusive and binding on all interested  parties,  and shall be given
          the maximum possible deference allowed by law.

     17.2 Trustee To Act As Owner of Trust Assets

          Subject to the specific  conditions and  limitations set forth in this
          Plan and Trust,  the  Trustee  shall  have all the  power,  authority,
          rights and  privileges  of an absolute  owner of the Trust assets and,
          not in limitation but in amplification of the foregoing, may:

          (a)  receive,  hold,  manage,  invest  and  reinvest,   sell,  tender,
               exchange,  dispose of, encumber,  hypothecate,  pledge, mortgage,
               lease,  grant  options  respecting,  repair,  alter,  insure,  or
               distribute any and all property in the Trust;

          (b)  borrow  money,  participate  in  reorganizations,  pay  calls and
               assessments,  vote or execute proxies,  exercise  subscription or
               conversion   privileges,   exercise   options  and  register  any
               securities  in the Trust in the name of the  nominee,  in federal
               book entry form or in any other form as will permit title thereto
               to pass by delivery;

          (c)  renew,  extend  the  due  date,  compromise,  arbitrate,  adjust,
               settle,   enforce  or  foreclose,   by  judicial  proceedings  or
               otherwise,  or defend against the same, any obligations or claims
               in favor of or against the Trust; and

          (d)  lend,  through a collective  investment fund, any securities held
               in such collective  investment fund to brokers,  dealers or other
               borrowers and to permit such  securities to be  transferred  into
               the name and custody and be voted by the borrower or others.

     17.3 United States Indicia of Ownership

          The Trustee  shall not  maintain the indicia of ownership of any Trust
          assets  outside  the  jurisdiction  of the  United  States,  except as
          authorized by ERISA section 404(b).

     17.4 Tax Withholding and Payment

          (a)  Withholding.  The Trustee shall  calculate  and withhold  federal
               (and,  if  applicable,  state)  income  taxes with  regard to any
               Eligible  Rollover  Distribution  that is not paid directly to an
               Eligible  Retirement Plan in a Direct Rollover in accordance with
               the Participant's  withholding  election or as required by law if
               no  election  is made or the  election  is less  than the  amount
               required by law. With regard to any taxable  distribution that is
               not  an  Eligible  Rollover   Distribution,   the  Trustee  shall
               calculate and withhold federal (and, if applicable, state) income
               taxes in accordance with the Participant's  withholding  election
               or as required by law if no election is made.

                                       60
(b)  Taxes Due From Investment  Funds.  The Trustee shall pay from the
               Investment Fund any taxes or assessments imposed by any taxing or
               governmental  authority  on such  Fund or its  income,  including
               related interest and penalties.

     17.5 Trustee Duties and Limitations

          Unless otherwise agreed to by the Trustee,  the Trustee's duties shall
          be  confined  to  construing  the  terms of the Plan and Trust as they
          relate  to the  Trustee,  receiving  funds  on  behalf  of and  making
          payments from the Trust,  safeguarding  and valuing Trust assets,  and
          investing  and  reinvesting  Trust assets in the  Investment  Funds as
          directed by the Administrator or Participants.  The Trustee shall have
          no  duty  or  authority  to  ascertain  whether  Contributions  are in
          compliance  with the Plan,  to  enforce  collection  or to  compute or
          verify the  accuracy or adequacy or any amount to be paid to it by the
          Employer.  The Trustee shall not be liable for the proper  application
          of any part of the Trust with respect to any disbursement  made at the
          direction of the Administrator.

     17.6 Trust Accounting

          (a)  Annual  Report.  Within  60 days  (or  other  reasonable  period)
               following  the close of the Plan Year,  the Trustee shall provide
               the  Administrator  with an annual accounting of Trust assets and
               information to assist the Administrator in meeting ERISA's annual
               reporting and audit requirements.

          (b)  Periodic Reports.  The Trustee shall maintain records and provide
               sufficient  reporting  to allow  the  Administrator  to  properly
               monitor the Trust's assets and activity.

          (c)  Administrator  Approval.  Approval of any Trustee accounting will
               automatically  occur  90 days  after  such  accounting  has  been
               received by the Administrator,  unless the Administrator  files a
               written objection with the Trustee within such time period.  Such
               approval shall be final as to all matters and transactions stated
               or shown therein and binding upon the Administrator.

     17.7 Valuation of Certain Assets

          If the  Trustee  determines  the Trust  holds  any asset  which is not
          readily  tradable  and  listed  on  a  national   securities  exchange
          registered under the Securities Exchange Act of 1934, as amended,  the
          Trustee may engage a qualified  independent appraiser to determine the
          fair market value of such  property,  and the appraisal  fees shall be
          paid from the Investment Fund containing the asset.

                                       61
17.8 Legal Counsel

          The Trustee may consult  with legal  counsel of its choice,  including
          counsel for the Employer or counsel of the Trustee,  upon any question
          or matter  arising under this Plan and Trust.  When relied upon by the
          Trustee,  the  opinion  of such  counsel  shall be  evidence  that the
          Trustee has acted in good faith.

     17.9 Fees and Expenses

          The Trustee's fees for its services as Trustee shall be such as may be
          mutually agreed upon by the Company and the Trustee.  Trustee fees and
          all  reasonable  expenses  of counsel  and  advisors  retained  by the
          Trustee shall be paid in accordance with Section 6.

                                       62
18   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION
     -------------------------------------------------

     18.1 Plan Does Not Affect Employment Rights

          The Plan does not provide any employment  rights to any Employee.  The
          Employer  expressly reserves the right to discharge an Employee at any
          time,  with or  without  cause,  without  regard  to the  effect  such
          discharge would have upon the Employee's interest in the Plan.

     18.2 Limited Return of Contributions

          Except as provided in this paragraph, (1) Plan assets shall not revert
          to the  Employer  nor be  diverted  for any  purpose  other  than  the
          exclusive  benefit of Participants or their  Beneficiaries;  and (2) a
          Participant's  vested interest shall not be subject to divestment.  As
          provided  in  ERISA  section   403(c)(2),   the  actual  amount  of  a
          Contribution  made  by the  Employer  (or  the  current  value  of the
          Contribution  if a net loss has  occurred)  may revert to the Employer
          if:

          (a)  such Contribution is made by reason of a mistake of fact;

          (b)  initial  qualification  of the Plan under Code section  401(a) is
               not received and a request for such  qualification is made within
               the time  prescribed  under Code section 401(b) (the existence of
               and Contributions under the Plan are hereby conditioned upon such
               qualification); or

          (c)  such  Contribution is not deductible under Code section 404 (such
               Contributions are hereby conditioned upon such  deductibility) in
               the taxable year of the Employer  for which the  Contribution  is
               made.

          The reversion to the Employer must be made (if at all) within one year
          of the  mistaken  payment of the  Contribution,  the date of denial of
          qualification,  or the date of disallowance of deduction,  as the case
          may be. A Participant shall have no rights under the Plan with respect
          to any such reversion.

     18.3 Assignment and Alienation

          As provided by Code section 401(a)(13) and to the extent not otherwise
          required by law, no benefit  provided by the Plan may be  anticipated,
          assigned or alienated, except:

          (a)  to  create,  assign  or  recognize  a right to any  benefit  with
               respect to a Participant pursuant to a QDRO, or

          (b)  to use a  Participant's  vested Account balance as security for a
               loan from the Plan which is  permitted  pursuant to Code  section
               4975.

                                       63
18.4 Facility of Payment

          If a Plan benefit is due to be paid to a minor or if the Administrator
          reasonably  believes  that any payee is legally  incapable of giving a
          valid  receipt  and  discharge  for any  payment  due him or her,  the
          Administrator  shall  have the  payment  of the  benefit,  or any part
          thereof,  made to the  person  (or  persons  or  institution)  whom it
          reasonably  believes is caring for or supporting the payee,  unless it
          has  received  due  notice  of claim  therefor  from a duly  appointed
          guardian or conservator of the payee.  Any payment shall to the extent
          thereof,  be a complete  discharge of any liability  under the Plan to
          the payee.

     18.5 Reallocation of Lost Participant's Accounts

          If the  Administrator  cannot locate a person entitled to payment of a
          Plan benefit after a reasonable  search,  the Administrator may at any
          time thereafter  treat such person's Account as forfeited and use such
          amount to offset any Employer  Contributions or as otherwise  provided
          in Section 8. If such person  subsequently  presents the Administrator
          with a valid  claim for the  benefit,  such  person  shall be paid the
          amount  treated as  forfeited,  plus the interest that would have been
          earned  in  the  Sweep  Account  to the  date  of  determination.  The
          Administrator  shall  direct the  Trustee  to pay the amount  from the
          Forfeiture Account or through an additional Employer Contribution.

     18.6 Claims Procedure

          (a)  Right to Make Claim.  An interested  party who disagrees with the
               Administrator's  determination  of  his  or  her  right  to  Plan
               benefits  must  submit a written  claim and  exhaust  this  claim
               procedure before legal recourse of any type is sought.  The claim
               must include the important  issues the interested  party believes
               support the claim. The  Administrator,  pursuant to the authority
               provided in this Plan, shall either approve or deny the claim.

          (b)  Process  for  Denying a Claim.  The  Administrator's  partial  or
               complete   denial  of  an   initial   claim   must   include   an
               understandable,   written  response  covering  (1)  the  specific
               reasons  why the claim is being  denied  (with  reference  to the
               pertinent Plan provisions) and (2) the steps necessary to perfect
               the claim and obtain a final review.

          (c)  Appeal of Denial and Final Review.  The interested party may make
               a written appeal of the Administrator's initial decision, and the
               Administrator  shall  respond  in the  same  manner  and  form as
               prescribed for denying a claim initially.

                                       64
(d)  Time Frame.  The  initial  claim,  its  review,  appeal and final
               review  shall  be  made  in a  timely  fashion,  subject  to  the
               following time table:

                                                                 Days to Respond
               Action                                           From Last Action
               ------                                           ----------------
               Administrator determines benefit                               NA
               Interested party files initial request                    60 days
               Administrator's initial decision                          90 days
               Interested party requests final review                    60 days
               Administrator's final decision                            60 days

               However,  the  Administrator  may  take up to twice  the  maximum
               response  time for its initial and final review if it provides an
               explanation  within  the  normal  period of why an  extension  is
               needed and when its decision will be forthcoming.

     18.7 Construction

          Headings are included for reading convenience.  The text shall control
          if any ambiguity or inconsistency  exists between the headings and the
          text.  The  singular  and  plural  shall  be   interchanged   wherever
          appropriate.  References to Participant shall include Beneficiary when
          appropriate and even if not otherwise already expressly stated.

     18.8 Jurisdiction and Severability

          The Plan and Trust  shall be  construed,  regulated  and  administered
          under ERISA and other applicable federal laws and, where not otherwise
          preempted, by the laws of the State of California. If any provision of
          this Plan and Trust shall become invalid or  unenforceable,  that fact
          shall not affect the validity or enforceability of any other provision
          of this Plan and Trust. All provisions of this Plan and Trust shall be
          so construed  as to render them valid and  enforceable  in  accordance
          with their intent.

     18.9 Indemnification by Employer

          The Employers hereby agree to indemnify all Plan  fiduciaries  against
          any and  all  liabilities  resulting  from  any  action  or  inaction,
          (including a Plan  termination in which the Company fails to apply for
          a favorable  determination  from the  Internal  Revenue  Service  with
          respect to the  qualification  of the Plan upon its  termination),  in
          relation  to the  Plan or Trust  (1)  including  (without  limitation)
          expenses  reasonably  incurred in the defense of any claim relating to
          the Plan or its assets, and amounts paid in any settlement relating to
          the Plan or its assets,  but (2) excluding  liability  resulting  from
          actions  or  inactions  made  in bad  faith,  or  resulting  from  the
          negligence  or willful  misconduct  of the Trustee.  The Company shall
          have the right, but not the obligation,  to conduct the defense of any
          action to which this Section  applies.  The Plan  fiduciaries  are not
          entitled  to  indemnity  from the  Plan  assets  relating  to any such
          action.

                                       65
19   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION
     -----------------------------------------------

     19.1 Amendment

          The  Company  reserves  the right to amend  this Plan and Trust at any
          time,  to any  extent  and in any  manner  it may  deem  necessary  or
          appropriate.  The Company (and not the Trustee)  shall be  responsible
          for adopting any amendments necessary to maintain the qualified status
          of this Plan and Trust under Code sections  401(a) and 501(a).  If the
          Committee is acting as the  Administrator  in accordance  with Section
          15.6, it shall have the  authority to adopt Plan and Trust  amendments
          which have no substantial adverse financial impact upon an Employer or
          the Plan.  All  interested  parties  shall be bound by any  amendment,
          provided that no amendment shall:

          (a)  become  effective  unless it has been adopted in accordance  with
               the procedures set forth in Section 19.5;

          (b)  except to the extent  permissible  under ERISA and the Code, make
               it possible  for any portion of the Trust  assets to revert to an
               Employer  or to be used for, or  diverted  to, any purpose  other
               than for the exclusive  benefit of Participants and Beneficiaries
               entitled to Plan  benefits and to defray  reasonable  expenses of
               administering the Plan;

          (c)  decrease  the  rights  of  any   Employee  to  benefits   accrued
               (including the  elimination of optional forms of benefits) to the
               date on which the  amendment  is adopted,  or if later,  the date
               upon which the amendment becomes effective,  except to the extent
               permitted under ERISA and the Code; nor

          (d)  permit an  Employee  to be paid the balance of his or her Pre-Tax
               Account  unless the payment  would  otherwise be permitted  under
               Code section 401(k).

     19.2 Merger

          This Plan and Trust may not be merged or  consolidated  with,  nor may
          its assets or liabilities be transferred  to, another plan unless each
          Participant  and  Beneficiary  would,  if the resulting plan were then
          terminated,  receive a benefit just after the merger, consolidation or
          transfer  which  is at  least  equal  to the  benefit  which  would be
          received if either plan had terminated just before such event.

     19.3 Divestitures

          In the event of a sale by an Employer  which is a corporation  of: (1)
          substantially all of the Employer's assets used in a trade or business
          to an unrelated corporation, or (2) a sale of such Employer's interest
          in a  subsidiary  to an  unrelated  entity  or  individual,  lump  sum
          distributions  shall be  permitted  from the Plan,  except as provided
          below,  to  Participants   with  respect  to  Employees  who  continue
          employment with the corporation  acquiring such assets or who continue
          employment with such subsidiary, as applicable.

                                       66
Notwithstanding, distributions shall not be permitted if the purchaser
          agrees,  in connection with the sale, to be substituted as the Company
          as the  sponsor of the Plan or to accept a transfer  of the assets and
          liabilities representing the Participants' benefits into a plan of the
          purchaser or a plan to be established by the purchaser.

     19.4 Plan Termination

          The Company may, at any time and for any reason, terminate the Plan in
          accordance   with  the  procedures  set  forth  in  Section  19.5,  or
          completely discontinue contributions.  Upon either of these events, or
          in the event of a partial  termination  of the Plan within the meaning
          of Code section 411(d)(3),  the Accounts of each affected Employee who
          has not yet incurred a Break in Service shall be fully  vested.  If no
          successor Plan is established  or maintained,  lump sum  distributions
          will be made in accordance  with the terms of the Plan as in effect at
          the time of the Plan's  termination or as thereafter  amended provided
          that a post-termination  amendment will not be effective to the extent
          that it  violates  Section  19.1  unless  it is  required  in order to
          maintain the qualified  status of the Plan upon its  termination.  The
          Trustee's and Employer's  authority  shall continue  beyond the Plan's
          termination  date  until all Trust  assets  have been  liquidated  and
          distributed.

     19.5 Amendment and Termination Procedures

          The following procedural requirements shall govern the adoption of any
          amendment or termination (a "Change") of this Plan and Trust:

          (a)  The  Company  may  adopt  any  Change  by  action of its board of
               directors in accordance with its normal procedures.

          (b)  The  Committee,  if acting as  Administrator  in accordance  with
               Section  15.6,  may adopt any  amendment  within the scope of its
               authority provided under Section 19.1 and in the manner specified
               in Section 15.7(a).

          (c)  Any Change must be (1) set forth in  writing,  and (2) signed and
               dated by an  executive  officer of the Company or, in the case of
               an  amendment  adopted  by the  Committee,  at  least  one of its
               members.

          (d)  If the  effective  date of any  Change  is not  specified  in the
               document  setting  forth the Change,  it shall be effective as of
               the date it is  signed  by the last  person  whose  signature  is
               required  under  clause  (2)  above,  except to the  extent  that
               another  effective  date is necessary  to maintain the  qualified
               status of this Plan and Trust  under  Code  sections  401(a)  and
               501(a).

                                       67
(e)  No change shall become  effective until it is accepted and signed
               by the  Trustee  (which  acceptance  shall  not  unreasonably  be
               withheld).

     19.6 Termination of Employer's Participation

          Any Employer  may, at any time and for any reason,  terminate its Plan
          participation  by action of its board of directors in accordance  with
          its normal  procedures.  Written notice of such action shall be signed
          and dated by an executive officer of the Employer and delivered to the
          Company.  If the effective  date of such action is not  specified,  it
          shall be effective on, or as soon as reasonably practicable, after the
          date of  delivery.  Upon  the  Employer's  request,  the  Company  may
          instruct  the  Trustee  and  Administrator  to spin  off all  affected
          Accounts and  underlying  assets into a separate  qualified plan under
          which the Employer  shall assume the powers and duties of the Company.
          Alternatively,   the   Company  may  treat  the  event  as  a  partial
          termination described above or continue to maintain the Accounts under
          the Plan.

     19.7 Replacement of the Trustee

          The Trustee may resign as Trustee  under this Plan and Trust or may be
          removed  by the  Company  at any time  upon at  least 90 days  written
          notice  (or less if agreed to by both  parties).  In such  event,  the
          Company  shall  appoint a  successor  trustee by the end of the notice
          period. The successor trustee shall then succeed to all the powers and
          duties of the  Trustee  under  this Plan and  Trust.  If no  successor
          trustee has been named by the end of the notice period,  the Company's
          chief  executive  officer  shall become the  trustee,  or if he or she
          declines,  the Trustee may petition the court for the appointment of a
          successor trustee.

     19.8 Final Settlement and Accounting of Trustee

          (a)  Final Settlement.  As soon as is administratively  feasible after
               its resignation or removal as Trustee, the Trustee shall transfer
               to the  successor  trustee  all  property  currently  held by the
               Trust.  However, the Trustee is authorized to reserve such sum of
               money as it may deem  advisable  for payment of its  accounts and
               expenses in  connection  with the  settlement  of its accounts or
               other  fees  or  expenses  payable  by  the  Trust.  Any  balance
               remaining  after payment of such fees and expenses  shall be paid
               to the successor trustee.

          (b)  Final Accounting. The Trustee shall provide a final accounting to
               the  Administrator  within 90 days of the date  Trust  assets are
               transferred to the successor trustee.

          (c)  Administrator  Approval.  Approval of the final  accounting  will
               automatically  occur  90 days  after  such  accounting  has  been
               received by the Administrator,  unless the Administrator  files a
               written objection with the Trustee within such time period.  Such
               approval shall be final as to all matters and transactions stated
               or shown therein and binding upon the Administrator.

                                       68
APPENDIX A - INVESTMENT FUNDS

I.   Investment Funds Available

     The Investment  Funds offered to Participants  and  Beneficiaries as of the
     Effective Date include this set of daily valued funds:

                   Category               Funds
                   --------               -----

                   Money Market           Money Market

                   Fixed Income           U.S. Treasury Allocation

                   Balanced               Asset Allocation

                   Equity                 Company Stock
                                          International Equity
                                          S&P 500 Stock

II.  Default Investment Fund

     The default  Investment  Fund as of the Effective  Date is the Money Market
     Fund.

III. Transition Frozen Company Stock Fund

     As of the Effective Date, a portion of each  Participant's or Beneficiary's
     Profit  Sharing  Account is invested in shares of Company Stock as directed
     by the Company.  A separate  Company  Stock Fund,  designated as the Frozen
     Company Stock Fund, shall be established as of the Effective Date. The Fund
     will  continue  to  operate as a Frozen  Fund  subject  to  investment  and
     disbursement  restrictions as described in item IV until such time as it is
     determined  that it is no longer  necessary  to impose the  investment  and
     disbursement  restrictions.  At or after such time the assets of the Frozen
     Company Stock Fund will be transferred to the Company Stock Fund.

     Effective July 1, 1994, it was determined  that it was no longer  necessary
     to impose the investment and disbursement restrictions as described in item
     IV. The Frozen  Company Stock Fund will no longer  operate as a Frozen Fund
     subject to investment and  disbursement  restrictions  as described in item
     IV.  Effective  on or about  December  31,  1994 the  assets of the  Frozen
     Company Stock Fund will be transferred to the Company Stock Fund.

                                       69
APPENDIX A - INVESTMENT FUNDS
                                   (continued)

IV.  Contribution Accounts For Which Investment and Disbursement is Restricted

     A Participant or Beneficiary may direct the investment of his or her entire
     Account except for the portion of his or her Profit  Sharing  Account which
     as of the Effective  Date is invested in the Company Stock Fund  designated
     as the Frozen Company Stock Fund and earnings thereon to be invested in the
     same.

     The portion of a  Participant's  or  Beneficiary's  Profit Sharing  Account
     invested in the Frozen  Company  Stock Fund is restricted  from  transfers,
     loans,  and  withdrawals  until such time as it is determined that it is no
     longer  necessary to impose the investment and  disbursement  restrictions.
     Effective July 1, 1994, it was determined  that it was no longer  necessary
     to impose such investment and disbursement  restrictions thereby permitting
     a Participant  or Beneficiary to direct the investment of his or her entire
     Account.

V.   Maximum Percentage Restrictions Applicable to Certain Investment Funds

     As of the  Effective  Date,  there are no maximum  percentage  restrictions
     applicable to any Investment Funds.

                                       70
APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES

As of the Effective Date, payment of Plan fees and expenses shall be as follows:

1)   Investment  Management  Fees:  These  are  paid  by  Participants  in  that
     management  fees reduce the  investment  return  reported  and  credited to
     Participants,  except that the  Employer  shall pay the fees related to the
     Company Stock Fund(s).

2)   Recordkeeping Fees: These are paid by the Employer on a quarterly basis.

3)   Loan Fees: A $3.50 per month fee is assessed and billed/collected quarterly
     from the Account of each Participant who has an outstanding loan balance.

4)   Extra Investment Changes: For each change by a Participant,  in excess of 6
     changes per year, a $10 fee will be assessed and billed/collected quarterly
     from the Participant's Account.

5)   Recurring  Payment  Fees:  A $3.00  per  check  fee  will be  assessed  and
     billed/collected quarterly from the Participant's Account.

6)   Additional Fees Paid by Employer:  All other Plan related fees and expenses
     shall be paid by the Employer.  To the extent that the Administrator  later
     elects that any such fees shall be borne by Participants,  estimates of the
     fees shall be determined and reconciled,  at least  annually,  and the fees
     will be assessed monthly and billed/collected from Accounts quarterly.

                                       71
APPENDIX C - LOAN INTEREST RATE

As of the Effective  Date, the interest rate charged on Participant  loans shall
be equal to the Trustee's prime rate, plus 2%.

                                       72
Amendment No. 1
                                     to the
                     The Harper Group Savings Plan and Trust

     WHEREAS,  The Harper Group, Inc. (the "Company"),  approved and adopted The
Harper  Group  Profit  Sharing  and Tax  Shelter  Investment  Plan,  as  renamed
effective November 1, 1993, The Harper Group Savings Plan (the "Plan") and Trust
Agreement (the "Trust") which were  originally  effective  November 19, 1973 and
most recently restated effective November 1, 1993;

     WHEREAS,  Section  19.1 of the Plan and  Trust  provides  that the  Company
reserves the right to amend the Plan and Trust;

     NOW  THEREFORE  RESOLVED,  that  Sections  5 and 13 are  amended  effective
January 1, 1995,  Section 1 is amended  effective January 1, 1996 and Section 11
is amended effective May 1, 1996 as follows:

Effective January 1, 1995:
--------------------------

1.   Section 5 is amended to restate (a) and (b) of  Subsection  5.1 each in its
     entirety as follows:

     5.1  Company Match Contributions

          (a)  Frequency and Eligibility.

               Basic  Contribution:  For each  period  for  which  Participants'
               Contributions  are made,  the Employer  shall make basic  Company
               Match  Contributions,  as described in the  following  Allocation
               Method  paragraph,  on behalf of each Participant who contributed
               during the period.

               For each Plan Year,  the Employer  shall make basic Company Match
               Contributions,  referred to as  reconciling  basic  Company Match
               Contributions,  as described in the following  Allocation  Method
               paragraph,  on behalf of each Participant who contributed  during
               the period and whose basic Company Match  Contributions  would be
               greater if the  percentage of considered  Pay as described in the
               following Allocation Method paragraph was based on Pay during the
               portion of the Plan Year in which he or she was a Participant and
               an Eligible Employee rather than on Pay for each period for which
               he or she made Participant Contributions.

               Supplemental  Contribution:  For each Plan Year, the Employer may
               make supplemental  Company Match  Contributions,  as described in
               the  following  Allocation  Method  paragraph,  on behalf of each
               Participant who contributed during the period and was an Eligible
               Employee  on the last day of the Plan  Year and each  Participant
               who is otherwise eligible but who ceased being an Employee during
               the Plan Year after  having  attained age 65, or by reason of his
               or her Disability or death.

                                       73
(b)  Allocation Method.

               Basic   Contribution:   The  basic  Company  Match  Contributions
               (including  any  Forfeiture  Account  amounts  applied  as  basic
               Company Match  Contributions  in accordance with Section 8.4) for
               each  period  shall  total  50% of  each  eligible  Participant's
               Pre-Tax  Contributions  for the  period,  provided  that no basic
               Company Match  Contributions  (and  Forfeiture  Account  amounts)
               shall be made based upon a Participant's  Contributions in excess
               of 6% of his or her Pay.  The  Employer  may change the basic 50%
               matching  rate  or  the  6%  of  considered   Pay  to  any  other
               percentages,   including  0%,  generally  by  notifying  eligible
               Participants  in  sufficient  time to adjust  their  Contribution
               elections  prior to the  start of the  period  for  which the new
               percentages apply.

               The reconciling basic Company Match  Contribution  (including any
               Forfeiture  Account amounts applied as reconciling  basic Company
               Match  Contributions  in  accordance  with  Section 8.4) for each
               period shall total the  difference,  if any, of the basic Company
               Match  Contributions  that  would  have  been  credited  to  each
               eligible  Participant if the 6% of Pay (or such percentage of Pay
               as in effect)  was based on Pay  during  the  portion of the Plan
               Year  in  which  he or she  was a  Participant  and  an  Eligible
               Employee  rather  than on Pay for each period for which he or she
               made Participant Contributions.

               Supplemental   Contribution:   The  supplemental   Company  Match
               Contributions  (including any Forfeiture  Account amounts applied
               as supplemental  Company Match  Contributions  in accordance with
               Section  8.4) for the Plan  Year  shall  total a  percentage,  as
               determined  by  the  Employer,  of  each  eligible  Participant's
               Pre-Tax  Contributions  for  the  Plan  Year,  provided  that  no
               supplemental  Company Match Contributions (and Forfeiture Account
               amounts) shall be made based upon a  Participant's  Contributions
               in excess of the  percentage of his or her Pay eligible for basic
               Company Match Contributions.

2.   Section  13 is  amended  to  restate  Subsection  13.2 in its  entirety  as
     follows:

     13.2 Maximum Annual Addition

          The Annual  Addition to a  Participant's  accounts under this Plan and
          any other defined  contribution plan maintained by any Related Company
          for any Plan Year shall not exceed the lesser of (1) 25% of his or her
          Taxable  Income or (2)  $30,000  (as  adjusted  for the cost of living
          pursuant to Code section 415(d)).

Effective January 1, 1996:
--------------------------

1.   Section 1 is amended to restate Subsection 1.51 in its entirety as follows:

     1.51 "Trustee". BZW Barclays Global Investors, National Association.

                                       74
Effective May 1, 1996:
----------------------

1.   Section 11 is amended to restate the introduction to Subsection 11.2 and to
     restate Subsection 11.3, including the Title thereof,  each in its entirety
     as follows:

     11.2 Payment Form and Medium

          Except to the extent otherwise provided by Section 11.3, a Participant
          may elect to be paid in any of these forms:

     11.3 Distribution of Small Amounts

          If after a Participant's  employment with all Related  Companies ends,
          the Participant's  vested Account balance is $3,500 or less, and if at
          the  time of any  prior  in-service  withdrawal  or  distribution  the
          Participant's  vested  Account  balance  did not  exceed  $3,500,  the
          Participant's  benefit  shall be paid as a single  lump sum as soon as
          administratively  feasible in accordance with procedures prescribed by
          the Administrator.

Date:                       , 19      The Harper Group, Inc.
      ----------------------    ----
                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

The  provisions  of the above  amendment  which relate to the Trustee are hereby
approved and executed.

Date:                       , 19      BZW Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

Date:                       , 19      BZW Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

                                       75
Amendment No. 2
                                     to the
                Circle International Group Savings Plan and Trust

     WHEREAS,  Circle  International Group, Inc. (the "Company") (formerly known
as The Harper Group, Inc.), approved and adopted The Harper Group Profit Sharing
and Tax Shelter  Investment  Plan as renamed,  effective  November 1, 1993,  The
Harper Group  Savings Plan and again  subsequently  renamed,  effective  May 13,
1997,  the  Circle  International  Group  Savings  Plan (the  "Plan")  and Trust
Agreement (the "Trust") which were originally  effective November 19, 1973, most
recently restated effective November 1, 1993 and subsequently amended;

     WHEREAS,  effective May 13, 1997,  The Harper Group,  Inc.  became known as
Circle  International  Group, Inc. and The Harper Group Savings Plan was renamed
the Circle International Group Savings Plan;

     WHEREAS,  Section  19.1 of the Plan and  Trust  provides  that the  Company
reserves the right to amend the Plan and Trust;

     NOW  THEREFORE  RESOLVED,  that  Sections  1 and 18 are  amended  effective
October 13, 1996,  Section 1 is amended effective October 15, 1996, Section 3 is
amended  effective  February 3, 1997 and Section 1 is amended  effective May 13,
1997 as follows:

Effective October 13, 1996:
---------------------------

1.   Section 1 is amended to add a new Subsection  1.52 and to redesignate  each
     subsequent Subsection as follows:

     1.52 "USERRA".  The Uniformed Services  Employment and Reemployment  Rights
          Act of 1994.

2.   Section 18 is amended to add a new Subsection 18.2 and to redesignate  each
     subsequent Subsection as follows:

     18.2 Compliance With USERRA

          Notwithstanding any provision of the Plan to the contrary, with regard
          to an Employee who serves in qualified military service (as defined by
          Code section  414(u)(5))  and is reemployed  on or after  December 12,
          1994, within the time required by USERRA,  contributions shall be made
          and benefits and service  credit shall be provided with respect to his
          or her  qualified  military  service in  accordance  with Code section
          414(u). Furthermore,  notwithstanding any provision of the Plan to the
          contrary,  Participant  loan payments may be suspended during a period
          of qualified military service.

Effective October 15, 1996:
---------------------------

1.   Section 1 is amended to restate Subsection 1.51 in its entirety as follows:

     1.51 "Trustee". Barclays Global Investors, National Association.

                                       76
Effective February 3, 1997:
---------------------------

1.   Section 3 is amended to restate Subsection 3.6 in its entirety as follows:

     3.6  Timing, Posting and Tax Considerations

          Participants'  Contributions,  other than Rollover Contributions,  may
          only be made through payroll deduction.  Such amounts shall be paid to
          the  Trustee in cash and posted to each  Participant's  Account(s)  as
          soon as such amounts can  reasonably be separated  from the Employer's
          general assets and balanced against the specific amount made on behalf
          of each Participant.  In no event, however, shall such amounts be paid
          to the Trustee  more than 15 business  days  following  the end of the
          month that includes the date amounts are deducted from a Participant's
          Pay (or as that maximum  period may be  otherwise  extended by ERISA).
          Pre-Tax  Contributions  shall be treated as  Contributions  made by an
          Employer in determining tax deductions under Code section 404(a).

Effective May 13, 1997:
-----------------------

1.   Section  1 is  amended  to  restate  Subsections  1.9 and 1.39  each in its
     entirety as follows:

     1.9  "Company".  Circle  International  Group,  Inc.  or any  successor  by
          merger, purchase or otherwise.

     1.39 "Plan". The Circle  International Group Savings Plan set forth in this
          document, as from time to time amended.

Date:                       , 19      The Circle International Group, Inc.
      ----------------------    ----
                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

The  provisions  of the above  amendment  which relate to the Trustee are hereby
approved and executed.

Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

                                       77
Amendment No. 3
                                     to the
                Circle International Group Savings Plan and Trust

     WHEREAS,  Circle  International Group, Inc. (the "Company") (formerly known
as The Harper Group, Inc.), approved and adopted The Harper Group Profit Sharing
and Tax Shelter  Investment  Plan as renamed,  effective  November 1, 1993,  The
Harper Group  Savings Plan and again  subsequently  renamed,  effective  May 13,
1997,  the  Circle  International  Group  Savings  Plan (the  "Plan")  and Trust
Agreement (the "Trust") which were originally  effective November 19, 1973, most
recently restated effective November 1, 1993 and subsequently amended;

     WHEREAS,  Section  19.1 of the Plan and  Trust  provides  that the  Company
reserves the right to amend the Plan and Trust;

     NOW  THEREFORE  RESOLVED,  that  Sections  1, 3, 4,  9,  11,  12 and 15 are
effective  January 1, 1997,  Section 13 is amended effective January 1, 1998 and
Sections 13 and 14 are amended effective January 1, 2000 as follows:

Effective January 1, 1997:
--------------------------

1.   Section 1 is amended to restate  Subsections  1.11, 1.13, 1.18 and 1.29, to
     hereby  delete  the  last  paragraph  of  Subsection  1.37,  to  add  a new
     Subsection 1.43 and to redesignate each subsequent Subsection as follows:

     1.11 "Compensation".  The sum of a Participant's  Taxable Income and salary
          reductions,   if  any,  pursuant  to  Code  section  125,   402(e)(3),
          402(h)(1)(B), 403(b), 408(p)(2)(A)(i) or 457.

          For purposes of determining  benefits under the Plan,  Compensation is
          limited  to  $150,000  per Plan Year (as  adjusted  for cost of living
          increases pursuant to Code sections 401(a)(17) and 415(d)).

          For purposes of determining  HCEs and key employees and for Plan Years
          commencing  after  December  31, 1997,  for purposes of Section  13.2,
          Compensation  for the entire Plan Year shall be used.  For purposes of
          determining ADP and ACP, Compensation shall be limited to amounts paid
          to an Eligible Employee while a Participant.

     1.13 "Contribution   Dollar  Limit".   The  annual  limit  placed  on  each
          Participant's  Pre-Tax  Contributions,   which  shall  be  $7,000  per
          calendar  year (as adjusted for cost of living  increases  pursuant to
          Code sections  402(g)(5) and 415(d)).  For purposes of this Section, a
          Participant's  Pre-Tax  Contributions  shall  include (i) any employer
          contribution  under a  qualified  cash  or  deferred  arrangement  (as
          defined in Code section  401(k)) to the extent not includible in gross
          income for the taxable year under Code section  402(e)(3)  (determined
          without regard to Code section 402(g)), (ii) any employer contribution
          to the extent not  includible  in gross  income for the  taxable  year
          under Code section  402(h)(1)(B)  (determined  without  regard to Code
          section  402(g)),  (iii) any  employer  contribution  to  purchase  an
          annuity  contract under Code section  403(b) under a salary  reduction
          agreement (within the meaning of Code section  3121(a)(5)(D)) and (iv)
          any elective employer contribution under Code section 408(p)(2)(A)(i).

                                       78
1.18 "Eligible Employee". An Employee of an Employer, except any Employee:

          (a)  who is  treated  as an  Employee  because  he or she is a  Leased
               Employee; or

          (b)  who is a  nonresident  alien who (I)  either  receives  no earned
               income  (within  the  meaning of Code  section  911(d)(2)),  from
               sources within the United States under Code section 861(a)(3); or
               (ii)  receives  such earned  income from such sources  within the
               United States but such income is exempt from United States income
               tax under an applicable income tax convention.

     1.29 "Leased  Employee".  An  individual,  not otherwise an Employee,  who,
          pursuant  to an  agreement  between  a Related  Company  and a leasing
          organization, has performed, on a substantially full-time basis, for a
          period of at least 12 months,  services under the primary direction or
          control of the Related Company, unless:

          (a)  the  individual  is  covered  by a money  purchase  pension  plan
               maintained   by  the   leasing   organization   and  meeting  the
               requirements of Code section 414(n)(5)(B), and

          (b)  such   individuals  do  not  constitute  more  than  20%  of  all
               Non-Highly Compensated Employees of all Related Companies (within
               the meaning of Code section 414(n)(5)(C)(ii)).

     1.43 "Required  Beginning  Date".  The latest date benefit  payments  shall
          commence to a Participant.  Such date shall mean the April 1 that next
          follows the calendar year in which the Participant attains age 70 1/2.

2.   Section 3 is amended to restate Subsection 3.5 in its entirety as follows:

     3.5  Refunds When Contribution Dollar Limit Exceeded

          A Participant who makes Pre-Tax  Contributions  for a calendar year to
          the Plan and comparable  contributions to any other qualified  defined
          contribution  plan in  excess  of the  Contribution  Dollar  Limit may
          notify the  Administrator  in writing by the following  March 1 (or as
          late as April 14 if allowed by the  Administrator)  that an excess has
          occurred.  In this event,  the amount of the excess  specified  by the
          Participant,  adjusted for investment gain or loss,  shall be refunded
          to him or her by the April 15 following the year of deferral and shall
          not be included  as an Annual  Addition  (as defined in Section  13.1)
          under Code section 415 for the year  contributed.  The excess  amounts
          shall first be taken from  unmatched  Pre-Tax  Contributions  and then
          from matched Pre-Tax  Contributions.  Any Company Match  Contributions
          attributable to refunded excess Pre-Tax  Contributions as described in
          this Section, adjusted for investment gain or loss, shall be forfeited
          and used as described in Section 8. Refunds and forfeitures  shall not
          include  investment gain or loss for the period between the end of the
          applicable calendar year and the date of distribution or forfeiture.

                                       79
3.   Section  4 is  amended  to  restate  the  Heading  thereof  and to  restate
     Subsection  4.2,  including  the Title  thereof,  each in its  entirety  as
     follows:

  4  ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS
     ----------------------------------------------------------------------

     4.2  Transfers From and To Other Qualified Plans

          The  Administrator  may instruct the Trustee to receive assets in cash
          or in kind directly from another  qualified plan or to transfer assets
          in cash or in kind directly to another  qualified plan;  provided that
          receipt of a transfer shall not be directed if:

          (a)  any amounts are not exempted by Code section  401(a)(11)(B)  from
               the  annuity  requirements  of Code  section  417 unless the Plan
               complies with such requirements; or

          (b)  any amounts include benefits  protected by Code section 411(d)(6)
               which would not be preserved under applicable Plan provisions.

          The Trustee may refuse to receive any such transfer if:

          (a)  the Trustee finds the in kind assets unacceptable; or

          (b)  instructions  for posting amounts to  Participants'  Accounts are
               incomplete.

          Such  amounts  shall  be  posted  to  the   appropriate   Accounts  of
          Participants  as of the date received by the Trustee.  To the extent a
          receipt of a transfer  includes  Participant  loans,  such loans shall
          continue in effect subject to the terms and conditions in effect as of
          the date of the transfer.

4.   Section  9 is  amended  to  restate  Subsection  9.9,  including  the Title
     thereof, in its entirety as follows:

     9.9  Repayment Suspension, Default and Call Feature

          (a)  Repayment Suspension. The Administrator may agree to a suspension
               of loan payments for up to six months for a Participant who is on
               a Leave of Absence  without pay.  During the  suspension  period,
               interest  shall  continue  to  accrue  on  the  outstanding  loan
               balance.   At  the  expiration  of  the  suspension   period  all
               outstanding  loan payments and accrued  interest thereon shall be
               due unless otherwise agreed upon by the Administrator.

          (b)  Default.  A loan is treated as in  default  if a  scheduled  loan
               payment is not made at the time  required.  A  Participant  shall
               then have a grace  period to cure the  default  before it becomes
               final.  Such  grace  period  shall be for a period  that does not
               extend beyond the last day of the calendar quarter  following the
               calendar  quarter in which the scheduled  loan payment was due or
               such lesser or greater  maximum period as may later be authorized
               by Code section 72(p).

                                       80
In the event a default is not cured within the grace period,  the
               Administrator  may direct the  Trustee to report the  outstanding
               principal  balance of the loan and accrued  interest thereon as a
               taxable  distribution  to  the  Participant.  As  soon  as a Plan
               withdrawal or distribution to such Participant would otherwise be
               permitted,  the Administrator may instruct the Trustee to execute
               upon  its  security  interest  in the  Participant's  Account  by
               distributing the note to the Participant.

          (c)  Call Feature.  The Administrator shall have the right to call any
               Participant loan once a Participant's employment with all Related
               Companies has terminated or if the Plan is terminated.

5.   Section 11 is amended to restate the Heading thereof,  to restate the first
     paragraph  of  Subsection  11.1  in  its  entirety,  to  add a  new  second
     paragraph,  to restate  Subsections  11.5 and 11.7 and items (a) and (c) of
     Subsection 11.8 each in its entirety as follows:

  11 DISTRIBUTIONS  ONCE  EMPLOYMENT  ENDS  OR  BY  REASON  OF  A  PARTICIPANT'S
     ---------------------------------------------------------------------------
     REQUIRED BEGINNING DATE
     -----------------------

     11.1 Benefit Information, Notices and Election

          A  Participant,  or his or her  Beneficiary  in the case of his or her
          death, shall be provided with information regarding all optional times
          and forms of  distribution  available  under the Plan,  including  the
          notices prescribed by Code sections 402(f) and 411(a)(11).  Subject to
          the other requirements of this Section,  a Participant,  or his or her
          Beneficiary in the case of his or her death, may elect, in such manner
          and with such advance  notice as prescribed by the  Administrator,  to
          have his or her vested  Account  balance paid to him or her  beginning
          upon any Settlement  Date following the  Participant's  termination of
          employment with all Related  Companies and a reasonable period of time
          during which the Administrator  shall process,  and inform the Trustee
          of, the Participant's  termination or, if earlier,  at the time of the
          Participant's Required Beginning Date.

          Notwithstanding, if a Participant's termination of employment with all
          Related  Companies does not  constitute a separation  from service for
          purposes of Code section 401(k)(2)(B)(i)(I) or otherwise constitute an
          event set  forth  under  Code  section  401(k)(10)(A)(ii)  or (iii) as
          described  in Section  19.3,  the portion of a  Participant's  Account
          subject to the  distribution  rules of Code section  401(k) may not be
          distributed  until such time as he or she  separates  from service for
          purposes of Code section  401(k)(2)(B)(i)(I) or, if earlier, upon such
          other event as described in Code section  401(k)(2)(B) and as provided
          for in the Plan.

                                       81
11.5 Latest Commencement Permitted

          In addition to any other Plan  requirements  and unless a  Participant
          elects  otherwise,  his or her benefit  payments shall begin not later
          than 60 days after the end of the Plan Year in which he or she attains
          his or her Normal  Retirement  Date or  retires,  whichever  is later.
          However,  if  the  amount  of  the  payment  or  the  location  of the
          Participant  (after a reasonable search) cannot be ascertained by that
          deadline,  payment  shall  be made no  later  than 60 days  after  the
          earliest date on which such amount or location is  ascertained  but in
          no event  later than the  Participant's  Required  Beginning  Date.  A
          Participant's  failure to elect in such  manner as  prescribed  by the
          Administrator to have his or her vested Account balance paid to him or
          her,  shall be deemed an election by the  Participant  to defer his or
          her  distribution  but in no event shall his or her  benefit  payments
          commence later than his or her Required Beginning Date.

          If benefit  payments  cannot  begin at the time  required  because the
          location of the Participant  cannot be ascertained (after a reasonable
          search),  the  Administrator  may, at any time thereafter,  treat such
          person's  Account as forfeited  subject to the  provisions  of Section
          18.6.

     11.7 Incidental Benefit Rule

          The  Participant's  payment  election  must  be  consistent  with  the
          requirement that, if the  Participant's  spouse is not his or her sole
          primary Beneficiary, the minimum annual distribution for each calendar
          year,  beginning  with the calendar  year  preceding the calendar year
          that includes the Participant's  Required Beginning Date, shall not be
          less than the  quotient  obtained  by dividing  (a) the  Participant's
          vested Account balance as of the last Trade Date of the preceding year
          by (b) the  applicable  divisor  as  determined  under the  incidental
          benefit requirements of Code section 401(a)(9).

     11.8 Payment to Beneficiary

          (a)  If the Participant dies after his or her Required Beginning Date,
               payment  to his or her  Beneficiary  must  be made  at  least  as
               rapidly as provided in the Participant's distribution election;

          (c)  If  the  Participant   and  the  surviving   spouse  who  is  the
               Beneficiary die (i) before the Participant's  Required  Beginning
               Date and (ii)  before  payments  have  begun to the  spouse,  the
               spouse  shall be treated as the  Participant  in  applying  these
               rules.

6.   Section 12 is amended to hereby  delete  item (h) of  Subsection  12.1,  to
     redesignate  each  subsequent  item, to restate items (h) and (i) (formerly
     items  (i) and (j)) of  Subsection  12.1  each in its  entirety,  to hereby
     delete item (j) (formerly item (k)) of Subsection 12.1, to redesignate each
     subsequent item, to restate  Subsection 12.2 and the Introduction and items
     (a) and (b) of  Subsection  12.3 each in its  entirety  as  follows  and to
     hereby delete item (d) of Subsection 12.3:

                                       82
12.1 Contribution Limitation Definitions

          (h)  "HCE" or  "Highly  Compensated  Employee".  With  respect  to all
               Related  Companies,  an  Employee  who (in  accordance  with Code
               section 414(q)):
               (1)  Was a more than 5% Owner (within the meaning of Code section
                    414(q)(2)) at any time during the Plan Year or the preceding
                    Plan Year; or

               (2)  Received  Compensation  during  the  preceding  Plan Year in
                    excess of $80,000  (as  adjusted  for such Year  pursuant to
                    Code  sections  414(q)(1)  and  415(d))  or, if the  Company
                    elects for such  preceding  Plan Year, "in excess of $80,000
                    (as  adjusted  for  such  Year  pursuant  to  Code  sections
                    414(q)(1)  and  415(d))  and was a member  of the  "top-paid
                    group"  (within the meaning of Code section  414(q)(3))  for
                    such  preceding  Plan  Year"  shall be  substituted  for the
                    preceding  reference  to "in excess of $80,000 (as  adjusted
                    for  such  Year  pursuant  to Code  sections  414(q)(1)  and
                    415(d))".

                    A former  Employee  shall be  treated  as an HCE if (1) such
                    former  Employee  was an HCE when he or she  separated  from
                    service,  or (2) such former  Employee was an HCE in service
                    at any time after attaining age 55.

                    The  determination of who is an HCE and the determination of
                    the number and identity of  Employees in the top-paid  group
                    shall be made in accordance with Code section 414(q).

          (i)  "HCE  Group"  and  "NHCE  Group".  With  respect  to all  Related
               Companies,  the  respective  group  of  HCEs  and  NHCEs  who are
               eligible to have amounts contributed on their behalf for the Plan
               Year,  including  Employees  who would be eligible  but for their
               election not to participate  or to  contribute,  or because their
               Pay is greater  than zero but does not  exceed a stated  minimum.
               For Plan Years  commencing  after December 31, 1998, with respect
               to all Related Companies, if the Plan permits participation prior
               to an  Eligible  Employee's  satisfaction  of the minimum age and
               service  requirements  of  Code  section  410(a)(1)(A),  Eligible
               Employees   who  have  not  met  the   minimum  age  and  service
               requirements of Code section  410(a)(1)(A) may be excluded in the
               determination of the NHCE Group, but not in the  determination of
               the HCE Group,  for purposes of (i) the ADP Test, if Code section
               410(b)(4)(B) is applied in determining whether the 401(k) portion
               of the Plan meets the  requirements  of Code section  410(b),  or
               (ii) the ACP Test, if Code 410(b)(4)(B) is applied in determining
               whether the 401(m) portion of the Plan meets the  requirements of
               Code section 410(b).

               (1)  If the Related  Companies  maintain  two or more plans which
                    are subject to the ADP or ACP Test and are considered as one
                    plan for purposes of Code sections  401(a)(4) or 410(b), all
                    such plans shall be  aggregated  and treated as one plan for
                    purposes of meeting the ADP and ACP Tests, provided that the
                    plans  may only be  aggregated  if they  have the same  plan
                    year.

                                       83
(2)  If an HCE is  covered  by more  than  one  cash or  deferred
                    arrangement,   or  more  than  one  arrangement   permitting
                    employee  or  matching  contributions,   maintained  by  the
                    Related  Companies,  all such plans shall be aggregated  and
                    treated as one plan  (other than those plans that may not be
                    permissively  aggregated)  for purposes of  calculating  the
                    separate  percentage  for  the  HCE  which  is  used  in the
                    determination of the Average Percentage. For purposes of the
                    preceding sentence, if such plans have different plan years,
                    the plans are  aggregated  with  respect  to the plan  years
                    ending with or within the same calendar year.

     12.2 ADP and ACP Tests

          For each Plan Year, the ADP and ACP for the HCE Group must meet either
          the Basic or  Alternative  Limitation  when compared to the respective
          preceding  Plan Year's ADP and ACP for the preceding  Plan Year's NHCE
          Group, defined as follows:

          (a)  Basic Limitation. The HCE Group Average Percentage may not exceed
               1.25 times the NHCE Group Average Percentage.

          (b)  Alternative  Limitation.  The HCE  Group  Average  Percentage  is
               limited by  reference  to the NHCE Group  Average  Percentage  as
               follows:

                       If the NHCE Group             Then the Maximum HCE
                     Average Percentage is:      Group Average Percentage is:
                     ----------------------      ----------------------------
                          Less than 2%           2 times NHCE Group Average %
                            2% to 8%              NHCE  Group  Average % plus
                        2% More than 8%          NA - Basic Limitation applies

          Alternatively,  the  Company  may elect to use the Plan Year's ADP for
          the NHCE Group for the Plan Year  and/or  the Plan  Year's ACP for the
          NHCE Group for the Plan Year. If such election is made,  such election
          may not be changed except as provided by the Code.

     12.3 Correction of ADP and ACP Tests

          If the  ADP  or  ACP  Tests  are  not  met,  the  Administrator  shall
          determine,  no later  than the end of the next  Plan  Year,  a maximum
          percentage to be used in place of the  calculated  percentage  for all
          HCEs  that  would  reduce  the ADP  and/or  ACP for the HCE Group by a
          sufficient amount to meet the ADP and ACP Tests.

          With regard to each HCE whose Deferral  percentage and/or Contribution
          percentage is in excess of the maximum percentage,  a dollar amount of
          excess Deferrals and/or excess  Contributions shall then be determined
          by (i) subtracting the product of such maximum  percentage for the ADP
          and the HCE's  Compensation  from the HCE's actual  Deferrals and (ii)
          subtracting the product of such maximum percentage for the ACP and the
          HCE's Compensation from the HCE's actual  Contributions.  Such amounts
          shall then be  aggregated  to  determine  the total  dollar  amount of
          excess   Deferrals  and/or  excess   Contributions.   ADP  and/or  ACP
          corrections  shall be made in accordance  with the leveling  method as
          described below.

                                       84
(a)  ADP Correction.  The HCE with the highest  Deferral dollar amount
               shall have his or her Deferral dollar amount reduced in an amount
               equal to the lesser of the dollar amount of excess  Deferrals for
               all  HCEs  or the  dollar  amount  that  would  cause  his or her
               Deferral  dollar  amount  to equal  that of the HCE with the next
               highest  Deferral  dollar  amount.  The process shall be repeated
               until the total of the Deferral dollar amount  reductions  equals
               the dollar amount of excess Deferrals for all HCEs.

               To the extent an HCE's Deferrals were determined to be reduced as
               described in the paragraph above, Pre-Tax Contributions shall, by
               the end of the next Plan Year,  be  refunded  to the HCE,  except
               that such  amount to be  refunded  shall be  reduced  by  Pre-Tax
               Contributions  previously  refunded  because  they  exceeded  the
               Contribution  Dollar  Limit.  The excess  amounts  shall first be
               taken from unmatched Pre-Tax  Contributions and then from matched
               Pre-Tax   Contributions.    Any   Company   Match   Contributions
               attributable   to  refunded  excess  Pre-Tax   Contributions   as
               described in this Section,  adjusted for investment  gain or loss
               for the  Plan  Year to which  the  excess  Pre-Tax  Contributions
               relate, shall be forfeited and used as described in Section 8.

          (b)  ACP  Correction.  The HCE with the  highest  Contribution  dollar
               amount shall have his or her  Contribution  dollar amount reduced
               in an amount  equal to the lesser of the dollar  amount of excess
               Contributions  for all HCEs or the dollar amount that would cause
               his or her  Contribution  dollar  amount to equal that of the HCE
               with the next highest  Contribution  dollar  amount.  The process
               shall be  repeated  until  the total of the  Contribution  dollar
               amount   reductions   equals   the   dollar   amount   of  excess
               Contributions for all HCEs.

               To the  extent  an  HCE's  Contributions  were  determined  to be
               reduced  as  described  in the  paragraph  above,  Company  Match
               Contributions  shall,  by the  end  of the  next  Plan  Year,  be
               refunded to the HCE to the extent vested,  and forfeited and used
               as  described  in Section 8 to the extent such  amounts  were not
               vested, as of the end of the Plan Year being tested.

          (c)  Investment  Fund  Sources.  Once the  amount of excess  Deferrals
               and/or  Contributions  is  determined,  within each  Account from
               which amounts are refunded or  forfeited,  amounts shall first be
               taken from the Sweep Account and then taken by Investment Fund in
               direct  proportion  to the  market  value  of  the  Participant's
               interest in each  Investment Fund (which excludes his or her Loan
               Account  balance) as of the Trade Date on which the correction is
               processed

7.   Section 15 is amended to restate the first  sentence of Subsection  15.6 in
     its entirety as follows:

     15.6 Delegation of Administrator Duties

          The Company,  as Administrator of the Plan, may appoint a Committee to
          administer the Plan on its behalf.

                                       85
Effective January 1, 1998:
--------------------------

1.   Section 13 is amended to hereby  change the  reference in  Subsection  13.2
     from "Taxable Income" to "Compensation".

Effective January 1, 2000:
--------------------------

1.   Section 13 is amended to hereby delete Subsections 13.6, 13.7 and 13.8.

2.   Section 14 is amended to hereby delete Subsection 14.3.

Date:                       , 19      The Circle International Group, Inc.
      ----------------------    ----
                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

The  provisions  of the above  amendment  which relate to the Trustee are hereby
approved and executed.

Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

Date:                       , 19      Barclays Global Investors, 
      ----------------------    ----
                                      National Association

                                      By:
                                         ----------------------------------
                                        Title:
                                              -----------------------------

                                       86
Exhibit 5.1

                                September 1, 1998

Circle International Group, Inc.
260 Townsend Street
San Francisco, CA  94107-0933

            Re:   Circle International Group, Inc./
                  Registration Statement on Form S-8

Ladies and Gentlemen:

     At your  request,  we are  rendering  this opinion in  connection  with the
proposed issuance pursuant to the Circle  International  Group Savings Plan (the
"Plan"), of up to 100,000 additional shares of common stock ("Common Stock"), of
the Circle International Group, Inc., a Delaware corporation (the "Company").

     We have  examined  instruments,  documents,  and  records  which we  deemed
relevant and necessary for the basis of our opinion  hereinafter  expressed.  In
such  examination,  we have  assumed  the  following:  (a) the  authenticity  of
original documents and the genuineness of all signatures;  (b) the conformity to
the  originals of all  documents  submitted to us as copies;  and (c) the truth,
accuracy, and completeness of the information,  representations,  and warranties
contained in the  records,  documents,  instruments,  and  certificates  we have
reviewed.

     Based  on  such  examination,  we are  of  the  opinion  that  the  100,000
additional  shares of Common  Stock to be issued by the Company  pursuant to the
Plan after the filing of this  Registration  Statement  on Form S-8 are  validly
authorized  shares of Common  Stock,  and,  when issued in  accordance  with the
provisions of the Plan after the filing of this Registration Statement,  will be
legally issued, fully paid, and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit to this
Registration  Statement  on  Form  S-8 and to the use of our  name  wherever  it
appears  in said  Registration  Statement.  In giving  such  consent,  we do not
consider  that we are  "experts"  within the meaning of such term as used in the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.

                                    Very truly yours,

                                    /s/ Orrick, Herrington & Sutcliffe LLP

                                    ORRICK, HERRINGTON & SUTCLIFFE LLP

                                       87
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining  to the Circle  Internatonal  Group  Savings Plan of our report
dated August 5, 1998, with respect to the financial  statements and schedules of
the Circle Internatonal Group Savings Plan for the years ended December 31, 1997
and 1996.

/s/ MOHLER, NIXON & WILLIAMS

Accountancy Corporation

Campbell, California

August 5, 1998

                                       88