Air Express International Corporation

                           Deferred Compensation Plan

                                Amendment No. 1


Air Express International  Corporation  ("Company")  established the Air Express
International Corporation Deferred Compensation Plan ("Plan") for a select group
of management or highly-compensated  employees ("Eligible  Employees") effective
as of January 1, 1995.

Section  8.1 of the Plan  provides  that the  Company has the power to amend the
Plan.  Therefore,  the Company hereby amends the Plan as  hereinafter  set forth
effective as of the 1st day of January, 1997.


1.   Section  2.1 is amended to add a  paragraph  to the end  thereof to read as
     follows:

     "In addition,  at the sole discretion of the  Administrator,  an individual
may be reassigned from one group of Eligible Employees to another to recognize a
change  in  a   participant's   employment   status  whereby  he/she  meets  the
requirements  designated  for the new  group.  Such  reassignment  shall  become
effective upon written notice of such by the  Administrator  to the Participant.
If such  reassignment  occurs  during a current Plan Year, it shall specify that
the  Participant's  exiting  Deferral  Agreement  is revoked  and  instruct  the
Participant  to  complete a new  Deferral  Agreement  to be  effective  from the
effective date of the reassignment to the end of the current Plan Year."

2.   Section 3.2 A. is amended to read as follows:

     "Except  for a  reassignment  of a  Participant  from one group of Eligible
Employees to another as provided in Section 2.1,  each annual  election to defer
is irrevocable."

3.   The first sentence of Section 4.3 is amended to read as follows:

     "Except  for a  reassignment  of a  Participant  from one group of Eligible
Employees to another as provided in Section 2.1, a  Participant  may not modify,
alter,  amend or revoke his/her  allocation for a Plan Year after such Plan Year
begins."

Executed this             day of               ,1996.


Attest:                                   Air Express International Corporation:

By:______________________                   By: ____________________________

<PAGE>

                     Air Express International Corporation

                           Deferred Compensation Plan

                                Amendment No. 2


Air Express International  Corporation  ("Company")  established the Air Express
International Corporation Deferred Compensation Plan ("Plan") for a select group
of management or highly-compensated  employees ("Eligible  Employees") effective
as of January 1, 1995.

Section  8.1 of the Plan  provides  that the  Company has the power to amend the
Plan.  Therefore,  the Company hereby amends the Plan as  hereinafter  set forth
effective as of the 1st day of January, 1997.


1.   The second  sentence of Section 4.5 is  deleted.

2.   The fifth sentence of Section 4.5 is amended to read as follows:

     "A Participant who allocates a portion of his/her anticipated contributions
to his/her  Education  and/or Fixed Period  Accounts may further  allocate  such
contributions   among  subaccounts.   The  collective  maximum  number  of  such
subaccounts shall be no more than seven (7). "

3.    The second sentence of Section 5.3B is amended to read as follows:

     "Subject to the  provisions of Section 4.5, as amended,  a Participant  may
have a maximum of seven (7) subaccounts at any time."

Executed this _____ day of ___________, 1997.


Attest:                                  Air Express International Corporation:

By:______________________                    By:_________________________

<PAGE>




                        AIR EXPRESS INTERNATIONAL CORP.
                           DEFERRED COMPENSATION PLAN



         
                               Table of Contents

Section                             Contents                             Page


         1                 DEFINITIONS.................................    3
 
         2                 PARTICIPATION IN THE PLAN ..................    8
                     
                  2.1           Designation as Eligible Employee.......    8
                  2.2           Commencement of Participation .........    8
                  2.3           Procedure For and Effect of Admission .    8
                  2.4           Cessation of Participation ............    9

         3                 PLAN CONTRIBUTIONS..........................    9

                  3.1           Plan Contributions ....................    9
                  3.2           Rules Governing Contributions..........   11
                  3.3           Distributable Benefit .................   11
                  3.4           Forfeitures............................   12


         4                 PARTICIPANT ACCOUNTS .......................   13

                  4.1           Establishment of Accounts .............   13
                  4.2           Benefit Allocation ....................   13
                  4.3           Irrevocable Allocation ................   13
                  4.4           Directed Adjustment of Certain Accounts   13
                  4.5           Suballocation Within the Education 
                                   and Fixed Period Accounts...........   14
                  4.6           Funding Obligations of the Company.....   15

         5                 BENEFITS....................................   16

                  5.1           Retirement Account ....................   16
                  5.2           Education Account......................   17
                  5.3           Fixed Period Account...................   18
                  5.4           Additional Accounts ...................   19
                  5.5           Beneficiary Designation ...............   19
                  5.6           Tax Withholding .......................   19
                  5.7           Judicial Intervention .................   19

<PAGE>

         6                 ADMINISTRATION..............................   20

                  6.1           Appointment of Administrator ..........   20
                  6.2           Administrator's Responsibilities ......   20
                  6.3           Records and Accounts ..................   20
                  6.4           Administrator's Specific Powers
                                    and Duties.........................   20
                  6.5           Company's Responsibility to 
                                Administrator..........................   21
                  6.6           Liability .............................   21
                  6.7           Payment of Expenses ...................   21
                  6.8           Indemnity of Plan Administrator .......   21
                  6.9           Substitute Payee ......................   21
                  6.10          Trust Fund ............................   21

         7                 CLAIMS PROCEDURE............................   22

                  7.1           Claim .................................   22
                  7.2           Review Procedure ......................   22
                  7.3           Final Decision ........................   22
                  7.4           Satisfaction of Liability  ............   22

         8                 AMENDMENT AND TERMINATION...................   23

                  8.1           Plan Amendment ........................   23
                  8.2           No Premature Distribution .............   23
                  8.3           Termination of the Plan ...............   23

         9                 MISCELLANEOUS...............................   24

                  9.1           Supplemental Benefits .................   24
                  9.2           Governing Law .........................   24
                  9.3           Jurisdiction ..........................   24
                  9.4           No Assignment Permitted ...............   24
                  9.5           Binding Terms .........................   24
                  9.6           Spendthrift Provision .................   24
                  9.7           Headings ..............................   24
                  9.8           Rule of Interpretation ................   24
                  9.9           Limitation of Rights ..................   24
                  9.10          Severability ..........................   24

<PAGE>

                        AIR EXPRESS INTERNATIONAL CORP.
                           DEFERRED COMPENSATION PLAN


     WHEREAS, AIR EXPRESS INTERNATIONAL CORP. ("Company") desires to establish a
flexible   benefit  plan   ("Plan")  for  a  select  group  of   management   or
highly-compensated  employees ("Eligible Employees") which allows them to choose
among alternative benefits.

     NOW THEREFORE, to effectuate its intentions, the Company hereby adopts this
Plan as of the 1st day of January, 1995.


                        This Plan shall be known as the

                        AIR EXPRESS INTERNATIONAL CORP.
                           DEFERRED COMPENSATION PLAN


                                   SECTION 1

                                  DEFINITIONS

1.1     Account  means a  recordkeeping  source  from  which Plan  benefits  are
        provided.  The specific  Accounts  under this Plan are listed in Section
        4.1.

1.2     Administrator  or Plan  Administrator  means the individual or committee
        appointed to administer the Plan pursuant to Section 6.1.

1.3     Base Salary  means an Eligible  Employee's  base salary rate or rates in
        effect at any time  during a Plan Year,  including  any pretax  elective
        deferrals to any  Company-sponsored  plan that includes amounts deferred
        under a Deferral  Agreement or a qualified cash or deferred  arrangement
        under Code  Section  401(k) or a cafeteria  plan under Code Section 125,
        but excluding car and travel allowances.

1.4     Beneficiary  means  the  person,   persons,  trust  or  other  entity  a
        Participant  designates by written revocable  designation filed with the
        Administrator to receive payments in the event of his/her death.

1.5     Bonus means Compensation which is designated as such by the Company, and
        which relates to services  performed  during a performance  period by an
        Eligible Employee in addition to his/her Base Pay.

1.6     Code means the Internal Revenue Code of 1986, as amended,  and as may be
        further amended from time to time, and the Regulations thereunder.

                                      -3-
<PAGE>

1.7     Company means Air Express International Corp. and any successor thereto,
        and for purposes of determining  eligibility to participate in the Plan,
        (i) any  affiliated  company which is a member of a controlled  group of
        corporations,  within the  meaning  of Code  Section  1563(a),  with Air
        Express  International  Corp. and which adopts this Plan with consent of
        the Board of Directors of Air Express International Corp.

1.8     Compensation  means the total remuneration paid to an Eligible Employee,
        including Base Salary and any Bonus, for any Plan Year.

1.9     Deferral  Agreement means a written  agreement between a Participant and
        the Company  whereby a Participant  agrees to defer a portion of his/her
        Compensation and the Company agrees to provide benefits under the Plan.

                                      -4-

<PAGE>

1.10    Deferral  Contribution  means the amount  that a  Participant  elects to
        defer from his/her  Compensation  pursuant to the Deferral Agreement and
        as described in Section 3.1A.

1.11    Determination  Date means for the  Accumulation  Accounts other than the
        Education and Fixed Period Accounts of each Participant, his/her date of
        death,  Retirement,  Disability or other termination of employment.  The
        Determination  Date means, for the Education Account of any Participant,
        January 1 of the year in which an Eligible Dependent of such Participant
        for whom the Education Account has been established  attains age 18. The
        Determination   Date  means,   for  the  Fixed  Period  Account  of  any
        Participant,  January 1 of the Plan Year selected by the  Participant in
        which payment of benefits from such Fixed Period Account will commence.

1.12    Disability  means an illness or injury  which meets the  definition  and
        provisions   described  in  the  Company's  group  long-term  disability
        contract covering Participants.

1.13    Discretionary Contribution means the Company's contribution described in
        Section 3.1C.

1.14    Distributable  Benefit  means that  portion of each Account to which the
        Participant,  or his/her Beneficiary, is entitled upon the Determination
        Date, as defined in Section 3.3.

1.15    Effective Date means January 1, 1995.

                                      -5-

<PAGE>

1.16    Eligible  Dependent means an individual who (i) is a child,  grandchild,
        niece or nephew, or otherwise  qualifies as a dependent of a Participant
        under the Code;  (ii) is living at any time during an Enrollment  Period
        in which  Deferral  Amounts are to be credited to an  Education  Account
        established  on behalf of that  individual;  and (iii) is either younger
        than (A) age 14 or (B) age 18 but for whom a  subaccount  was  initially
        established pursuant to Section 5.2 prior to his/her attaining age 14.

1.17    Eligible  Employee means each employee of the Company  designated by the
        Administrator  pursuant to Section 2.1 as eligible to participate in the
        Plan.

1.18    Enrollment Period means the period set by the  Administrator  which ends
        prior to the first day of a Plan Year and,  with  respect to an Eligible
        Employee  designated  as such  effective  as of any date  other than the
        first day of a Plan Year, the period  beginning with the date of his/her
        designation as an Eligible  Employee,  and ending no later than the date
        participation in the Plan commences.

1.19    Investment  Fund or Fund  means  each of the  investments  described  in
        Section  4.4  which  serve as a means to  measure  value,  increases  or
        decreases with respect to a Participant's Accounts.

1.20    Matching  Contribution  means the  Company's  contribution  described in
        Section 3.1B.

1.21    Participant means
              A.  An Eligible Employee who participates under the
                  Plan in accordance with Sections 2 and 3.1.

              B.  Each former Eligible Employee for whom an Account is
                  maintained.

1.22    Plan means the Air Express  International  Corp.  Deferred  Compensation
        Plan as described in this instrument, and as may be amended from time to
        time.

1.23    Plan Year means the twelve (12)  consecutive  month period  beginning on
        each January 1 and ending on the following December 31.

1.24    Retirement  means the  termination  of the  Participant's  employment or
        contract  with the Company for any reason other than death or Disability
        (i) at age 65, or (ii) if the Participant has at least ten (10) years of
        service with the Company, at any time after attaining age 55.

                                      -6-
<PAGE>

1.25    Trustee  means the Trustee or any  successor  Trustee,  appointed by the
        Company,  acting  pursuant to the terms of a trust created in accordance
        with the provisions of Section 6.10.

1.26    Valuation  Date means the last day of each  calendar  quarter or, if the
        Investment  Indexes designated by the Plan Administrator are valued each
        business day, each business day.

1.27    Years of  Service  means the  total  number of full  twelve  (12)  month
        periods  that an  individual  has been an employee of or an  independent
        contractor with the Company.

                                      -7-

<PAGE>

                                   SECTION 2

                           PARTICIPATION IN THE PLAN


2.1     Designation as Eligible Employee.  The Administrator  shall from time to
        time specify one or more persons  from a select group of  management  or
        highly-compensated  employees as Eligible Employees.  Such specification
        shall be in writing, with a copy delivered to the Company and the person
        designated  as  eligible,  and shall set the date as of which the person
        becomes  eligible.  At the same time, the  Administrator in its sole and
        absolute  discretion,  shall assign the Eligible  Employee to a class of
        Eligible Employees.  Initially,  the Eligible Employees will be assigned
        to either  "Class I" or  "Class  II".  Such  assignment  of an  Eligible
        Employee to a group of Eligible  Employees shall be made for the purpose
        of and in a manner  consistent with the  administration  of the Plan. An
        individual's  designation as an Eligible Employee and his/her assignment
        to a group of  Eligible  Employees,  may be  revoked  at any  time  upon
        written notice of the Administrator to such individual.

2.2     Commencement  of  Participation.  Each  Eligible  Employee  may elect to
        become a Participant on the day immediately  following the expiration of
        the  Enrollment  Period  coincident  with or following  his/her  initial
        designation as an Eligible Employee.

2.3     Procedure  For and  Effect of  Admission.  Each  Eligible  Employee  who
        desires  to  participate  in this Plan  shall  complete  such  forms and
        provide such data as are  reasonably  required by the Company during the
        applicable  Enrollment  Period.  By becoming a Participant,  an Eligible
        Employee shall be deemed conclusively to have assented to the provisions
        of this Plan and all amendments hereto.

                                      -8-
<PAGE>

2.4     Cessation of  Participation.  A Participant  shall cease to be an active
        Participant on the earlier of:

                  A.   the date on which the Plan terminates; 

                  B.   the date on which he/she ceases to be an Eligible
                       Employee; or 

                  C.   termination of his/her employment or contract with
                       the Company.

        A  Participant  who  ceases  to  be an  active  Participant  because  of
        Retirement,   termination   of  status  as  an   Eligible   Employee  or
        reassignment  to a division or  affiliate  of the Company not covered by
        the Plan  will be deemed a  Participant  as long as  he/she  retains  an
        Account  for  all  purposes   except  for  the  right  to  make  further
        contributions to such Account.



                                   SECTION 3

                               PLAN CONTRIBUTIONS


3.1     Plan Contributions.
        A.  Deferral   Contributions.   Each   Participant  as  described  under
            Subsection  1.23A may authorize the Company to reduce his/her future
            Compensation by a percentage not to exceed the greater of (A) 25% of
            his/her  Base  Salary  and (B) 100% of  his/her  Bonus less all sums
            required  to be  withheld  from  such  Bonus  under  any  applicable
            federal,   state  or  local  law  or  regulation,   and  to  have  a
            corresponding  amount  credited to his/her  Accounts,  in accordance
            with  Section  4.2,  by  filing  a  Deferral   Agreement   with  the
            Administrator  during  his/her  initial  Enrollment  Period  or  any
            subsequent  Enrollment  Period  preceding the Plan Year during which
            such Compensation will be earned.

            Notwithstanding   the   foregoing,   a  Participant   may  not  make
            contributions to this Plan during any period for which contributions
            must     be     suspended     in     accordance     with     Section
            1.401(k)-l(d)(2)(iv)(B)(4)  of  the  Income  Tax  Regulations  as  a
            condition of the Participant's receipt of a hardship withdrawal from
            any plan of the Company which  includes a qualified cash or deferred
            arrangement  under Code Section 401(k), if such a plan is maintained
            by the Company.

                                      -9-

<PAGE>

        B.  Company  Matching  Contribution.  The  Company,  on  behalf  of each
            Participant  who  (i)  is a  member  of a  group  designated  by the
            Administrator  in accordance  with Section 2.1 above as eligible for
            Company  Matching  Contributions  and (ii) elects to reduce  his/her
            Compensation  by  means  of a  Deferral  Contributions,  may  make a
            Matching  Contribution  in an  amount  which  it,  in its  sole  and
            absolute  discretion,  determines as appropriate.  The Company shall
            make such determination on an annual basis prior to the beginning of
            the Plan  Year for  which  Participants  are  eligible  for  Company
            Matching   Contributions.   Such  Matching  Contributions  shall  be
            allocated  to  the  Participants'   Accumulation  Accounts  at  such
            Participants' elections made in accordance with Section 4.2.

        C.  Company  Discretionary  Contribution.   At  its  sole  and  absolute
            discretion,   the  Company   may  elect  to  make  a   Discretionary
            Contribution to the Accounts of some or all of the Participants. The
            amount  of  such  Discretionary  Contribution,   if  any,  shall  be
            determined by the Company annually.  Nothing in this Plan,  however,
            shall obligate the Company to make  Discretionary  Contributions for
            the benefit of  Participants in any Plan Year, nor to make identical
            Contributions  for the benefit of Participants in any Plan Year, and
            the  Company  expressly  reserves  the  right to make  Discretionary
            Contributions   to  such   Participants   in  such  amount  or  such
            proportions as it deems warranted or appropriate; provided, however,
            the Company shall not  discriminate  against any Plan Participant in
            making  Contributions  under  this  provision  on the  basis of such
            Participant's race, nationality, religion, gender, marital status or
            disability.  Discretionary  Contributions  shall be allocated to the
            Participants'  Accumulation Accounts at such Participants' elections
            made in  accordance  with Section  4.2.  Nothing in this Plan or any
            other  agreement  or document  shall  represent  or be  construed to
            represent  an   obligation   or  promise  of  the  Company  to  make
            Discretionary Contributions on behalf of a Participant at any time.

                                      -10-
<PAGE>

3.2     Rules Governing Contributions.

        A.  Each annual election to defer is irrevocable.

        B.  The amount  that a  Participant  elects to defer will be credited to
            such Participant's  Accounts concurrently with the date on which the
            Participant would have otherwise  received the amount deferred under
            the Company's normal payroll distribution but for such deferral.

        C.  The minimum  Deferral  Contribution  a Participant  may make for any
            Plan Year is two  percent  (2%) of his/her  Compensation  or, in the
            case of an Employee  designated as a Participant after the first day
            of a Plan Year,  two percent  (2%) of his/her  Compensation  for the
            remainder of such Plan Year. If the percentage elected in accordance
            with Section 3.1 when applied to the sum of the  Participant's  Base
            Salary plus Bonus for the Plan Year of reference does not produce an
            amount at least equal two percent (2%) of his/her Compensation,  any
            Deferral  Contributions  made during such Plan Year shall be paid to
            the Participant in the subsequent Plan Year and shall be included in
            his/her taxable compensation for such Plan Year.

3.3     Distributable Benefit. 

        A.  Deferral   Contributions.   The  entire   amount  of  the   Deferral
            Contributions   and  the   earnings   thereon   shall  always  be  a
            Distributable Benefit.

        B.  Company   Matching    Contributions.    A   Participant's   Accounts
            attributable to the Company Matching  Contributions and the earnings
            thereon  shall be  considered a  Distributable  Benefit at a rate of
            twenty  percent  (20%) per year for each Year of Service  completed,
            but in any event for no more than five (5) Years of Service.

        C.  Company  Discretionary   Contributions.   A  Participant's  Accounts
            attributable to Company Discretionary Contributions and the earnings
            thereon shall become a  Distributable  Benefit in accordance  with a
            schedule established by the Administrator,  in its sole and absolute
            discretion, at the time such Discretionary Contributions are made to
            the Plan.

                                      -11-

<PAGE>

        D.  Non-Service Vesting.  Notwithstanding any provision contained herein
            to the contrary, if, prior to the time that the entire amount of the
            Company   Matching   or   Discretionary   Contribution   becomes   a
            Distributable Benefit

            i.    a Participant  shall die or become disabled within the meaning
                  of  Section  1.12  at any  time  while  in the  employ  of the
                  Company, or

            ii.   a Participant  retires in accordance  with Section 1.26 above,
                  or
            iii.  more than fifty  percent (50%) of the  outstanding  and issued
                  shares of stock of the Company is sold or  exchanged  within a
                  twelve  (12) month  period,

            then  that  portion  of  the  Company   Matching  or   Discretionary
            Contribution which has not yet become a Distributable  Benefit shall
            immediately  become a Distributable  Benefit to such  Participant or
            such Participant's  beneficiary or estate, as the case may be, as of
            the date of such Employee's death, Disability or Retirement,  or the
            sale or exchange of more than fifty percent (50%) of the outstanding
            and issued shares of stock of the Company within a twelve (12) month
            period.

3.4     Forfeitures.   In  the  event  that  upon  the   Determination   Date  a
        Participant's  Distributable  Benefit is less than the entire  amount in
        his/her  Accounts,  as  provided  in Section  3.3,  the  portion of such
        Accounts in excess of the Distributable Benefit shall be applied against
        the Company's future obligations under the Plan.

                                      -12-

<PAGE>

                                   SECTION 4

                              PARTICIPANT ACCOUNTS


4.1     Establishment of Accounts.

        A.  Any one or more of the  following  Accounts  may be  established  on
            behalf of each Participant in Class I:

        i.   Retirement Account.

        ii.  Education Account. 

        iii. Fixed Period Account.

        B.  A  Retirement  Account  only may be  established  on  behalf of each
            Participant in Class II.

        C.  The above  Accounts  shall be  collectively  known as  "Accumulation
            Accounts".

4.2     Benefit   Allocation.   Each  Participant   shall  submit  to  the  Plan
        Administrator  before  the  close of the  Enrollment  Period,  a written
        statement   specifying  the  Participant's   allocation  of  anticipated
        contributions  to  any  one  or  more  of  the   Accumulation   Accounts
        established  for  his/her   benefit  and  the  resultant   benefits  the
        Participant has elected.

4.3     Irrevocable  Allocation.  A Participant may not modify,  alter, amend or
        revoke  his/her  allocation for a Plan Year after such Plan Year begins.
        Further,  amounts  in one  Account  cannot  be  transferred  to  another
        Account.

4.4     Directed  Adjustment of Certain  Accounts.  A Participant may direct, by
        written instruction  delivered to the Plan  Administrator,  that his/her
        Accumulation  Accounts be valued as if they were invested in one or more
        of the Investment  Funds designated by the Plan  Administrator  for such
        purpose.  A  Participant  may  select  one or more  Investment  Funds in
        multiples of one percent (1%) of the balance in an Account, and may make
        a separate  selection  with respect to each Account.  A Participant  may
        change his or her  selection of  Investment  Funds no more than four (4)
        times in one calendar  year.  An election  shall be effective as soon as
        administratively  possible  following  the date of the  change and shall
        apply  to  new  contributions  and/or  previous   accumulations  as  the
        Participant specifies.

                                      -13-

<PAGE>

        Each Participant's Accumulation Accounts shall be initially valued as of
        the date on which the  Company,  in the event it elects to use a grantor
        trust to accumulate  funds in accordance  with the provisions of Section
        6.10, transfers  contributions for investment in the Funds designated by
        the Company for such  purpose.  Nothing in this Plan shall  obligate the
        Company  to  transfer  funds  to a  grantor  trust  nor  shall  anything
        contained herein be construed as obligating the Company to invest in the
        Funds. The valuation of each Participant's  Accumulation  Accounts shall
        be based upon the  performance of the  Investment  Funds selected by the
        Participant  on  each  Valuation  Date.  The  fair  market  value  of an
        Investment Fund shall be determined by the Plan  Administrator and shall
        represent the fair market value of all securities or other property held
        in the respective Fund. A valuation summary of a Participant's  Accounts
        shall be prepared quarterly by the Plan Administrator.

        If any Participant  fails to file a designation,  he/she shall be deemed
        to have designated the Fund which the Administrator shall select and the
        Participant,  by such  inaction,  shall be deemed to have  directed  the
        Administrator to make such selection.

4.5     Suballocation   Within  the  Education  and  Fixed  Period  Accounts.  A
        Participant who allocates a portion of his/her anticipated contributions
        to his/her  Education  Account may further  allocate such  contributions
        among  subaccounts  established on behalf of any Eligible  Dependent.  A
        Participant  can have no more than five (5) subaccounts at any one time.
        Further,  the minimum  deferral which a Participant can elect to make to
        any such subaccount is $500. In the absence of such  suballocation,  all
        contributions to the  Participant's  Education  Account shall be equally
        allocated  to  the  Participant's   Eligible   Dependents.   Further,  a
        Participant who allocates a portion of his/her anticipated contributions
        to his/her Fixed Period Account may further allocate such  contributions
        between no more than two (2)  subaccounts  as provided  in Section  5.3B
        below. In the absence of such  suballocation,  all  contributions to the
        Participant's  Fixed Period Account shall be allocated to a single Fixed
        Period Account, to be distributed in accordance with Section 5.3C below.
        A Participant  may direct the adjustment of each  subaccount  separately
        pursuant to Section 4.4.

                                      -14-

<PAGE>

4.6     Funding Obligations of the Company.

        A.  Benefits are payable as they become due  irrespective  of any actual
            investments  the Company may make to meet its  obligations.  Neither
            the Company nor any Trustee (in the event the Company  elects to use
            a  grantor  trust  to  accumulate   funds  in  accordance  with  the
            provisions  of Section  6.10)  shall be  obligated  to  purchase  or
            maintain any asset,  and any  reference to  investment or Investment
            Funds is intended  solely for the purpose of computing  the value of
            benefits. To the extent a Participant or any other person acquires a
            right to receive  payments  from the Company  under this Plan,  such
            right shall be no greater than the right of any  unsecured  creditor
            of the Company.  Neither this Plan nor any action taken  pursuant to
            the terms of this Plan  shall be  considered  to create a  fiduciary
            relationship  between the Company and the  Participants or any other
            persons,  or to establish a trust in which the assets are beyond the
            claims of any unsecured creditor of the Company.

        B.  Notwithstanding any provision contained herein to the contrary,  the
            Company  expressly  reserves  the right to  acquire  life  insurance
            policies on the lives of  Participants to satisfy its obligations to
            pay benefits to such  Participants  in accordance  with the terms of
            this  Plan.  As a  condition  of  participation  in the  Plan,  each
            Participant  agrees to cooperate  with the Company and the reputable
            insurance  company of its choosing in applying  for,  obtaining  and
            renewing such  policies.  In the event that the Company does acquire
            such  policies,  the Company  alone shall have the right to exercise
            the incidents of ownership over such  policies,  including the right
            to  designate  a  beneficiary  and to receive  the  proceeds of such
            policies,  and no Participant nor his/her Beneficiary shall have any
            right in or claim  against the policy on his/her life nor any of the
            proceeds of such policy.

                                      -15-

<PAGE>


                                   SECTION 5

                                    BENEFITS


5.1     Retirement  Account.

        A.  If  a  Participant   terminates   his/her   employment   because  of
            Retirement,  the  Company  shall pay  him/her a benefit  in the form
            determined   under   Subsection   B.  based  on  the  value  of  the
            Distributable   Benefit  of  his/her  Retirement   Account.  If  the
            Participant  is  deceased,  the  benefit  shall  be paid to  his/her
            Beneficiary.

        B.  The  Participant may elect any one of the following forms of payment
            so long as the  election  is made in writing  delivered  to the Plan
            Administrator  before January 1st of the calendar year preceding the
            calendar  year in which the  benefit  of the  Participant's  or such
            Participant's Beneficiary becomes payable.


            i.    The normal form of payment of benefits hereunder, and the form
                  of payments to be used if no other election is made,  shall be
                  a  single   lump  sum   distribution   of  the  value  of  the
                  Distributable Benefit of the Participant's Retirement Account.

            ii.   A Participant or such Participant's  Beneficiary entitled to a
                  benefit  hereunder may elect to receive his/her  Distributable
                  Benefit in  substantially  equal  annual  installments  over a
                  period not to exceed  twenty  (20) years.  If any  Beneficiary
                  receiving such installment payments hereunder dies, leaving no
                  further  Beneficiary  designated  by  the  Beneficiary  or the
                  Participant,   any  remaining  balance  of  the  Distributable
                  Benefit shall be paid to such deceased Beneficiary's estate in
                  a single sum.

                  The amount of the substantially equal payments described above
                  shall  be  determined   by   multiplying   the   Participant's
                  Retirement  Account by a fraction,  the  numerator of which is
                  one (1) and the  denominator  of  which in the  first  year of
                  payment  equals the number of years over which benefits are to
                  be paid.

                  The amounts of the payments for each  succeeding year shall be
                  determined by multiplying the Participant's Retirement Account
                  as of the applicable  anniversary of the Determination Date by
                  a  fraction,  the  numerator  of  which  is one  (1)  and  the
                  denominator of which equals the number of remaining years over
                  which benefits are to be paid.

            iii.  A Participant may receive a monthly annuity purchased with the
                  value  of  the  Distributable  Benefit  of  the  Participant's
                  Retirement  Account for the life of the Participant or a joint
                  life  annuity  purchased on the lives of the  Participant  and
                  his/her spouse.

            iv.   Notwithstanding   any  provision  to  the  contrary,   if  the
                  Distributable Benefit of the Participant's  Retirement Account
                  has a value of less than $10,000 at the time benefit  payments
                  are to commence,  then the Participant's benefit shall be paid
                  as a  single  lump  sum as soon as  administratively  feasible
                  following termination.

                                      -16-

<PAGE>

            C.  Commencement of Payment

            i.    If termination of the Participant's  employment shall occur as
                  a result  of the  Participant's  Retirement,  the  payment  of
                  benefits  described in  Subsections A. and B. shall be made or
                  shall begin as soon as administratively  practicable following
                  the Participant's  Retirement.  Notwithstanding the foregoing,
                  the Participant may elect,  before January 1st of the calendar
                  year  preceding  the  calendar  year  of  Retirement,  to have
                  payment of benefits hereunder begin at a later date,  provided
                  that such date is not later  than the first day of the  second
                  full month following the Participant's attainment of age 70.

            ii.   If termination of the Participant's  employment shall occur as
                  a  result  of  any  reason   other  than  such   Participant's
                  Retirement,  the benefit  described in  Subsections  A. and B.
                  shall be paid in a single lump sum within  ninety (90) days of
                  the Participant's termination.

            D.  The amount in a  Participant's  Retirement  Account in excess of
                the  Distributable  Benefit  at the time of  termination  of the
                Participant's  employment  shall be applied  against  any future
                obligation of the Company to other Plan  Participants as soon as
                possible following such termination.

5.2     Education Account.

            A.  On January 1 of the calendar year in which an Eligible Dependent
                attains  age 18,  the  Company  shall pay to the  Participant  a
                benefit,  as soon after such January 1st and on each of the next
                three anniversaries thereof as administratively  practicable, in
                an amount determined as follows:

                                                   Percentage of Distributable 
           January 1st                                 Benefit in Eligible
           of Year                                  Dependent's Subaccount

             1                                                  25     %
             2                                                  33-1/3 %
             3                                                  50     %
             4                                                 100     %

                                      -17-

<PAGE>

            B.  If a Participant's employment is terminated for any reason other
                than  Retirement and such  Participant  has a balance in his/her
                Education Account,  such balance shall be transferred to his/her
                Retirement   Account  and  distributed  to  the  Participant  in
                accordance with Section 5.1.

            C.  Notwithstanding   any   provision  to  the   contrary,   if  the
                Distributable Benefit of an Eligible Dependent's  subaccount has
                a balance of less than  $10,000 on the January 1 of the calendar
                year in which such Eligible  Dependent  attains age 18, then the
                balance shall be paid to the Participant in a single lump sum.
                  
            D.  The amount in a Participant's Education Account in excess of the
                Distributable   Benefit  at  the  time  of  termination  of  the
                Participant's  employment  shall be applied  against  any future
                obligation of the Company to other Plan  Participants as soon as
                possible following such termination.

5.3     Fixed Period Account.

            A.  A benefit  equal to the lump sum value of the Distributable
                Benefit in a Participant's Fixed Period Account shall be paid to
                him/her  within  ninety  (90) days of January 1 of the Plan Year
                selected by such Participant.

            B.  A  Participant  may  establish  subaccounts  under his/her Fixed
                Period  Account,  with  separate  payment  years  for each  such
                subaccount.  A  Participant  may  have  a  maximum  of  two  (2)
                subaccounts at any time. The minimum initial deferral period for
                each subaccount shall be five (5) years.

            C.  If a Participant's employment is terminated for any reason other
                than  Retirement and such  Participant  has a balance in his/her
                Fixed Period  Account,  such  balance  shall be  transferred  to
                his/her Retirement Account and distributed to the Participant in
                accordance with Section 5.1.
         
            D.  The amount in a Participant's  Fixed Period Account in excess of
                the  Distributable  Benefit  at the time of  termination  of the
                Participant's  employment  shall be applied  against  any future
                obligation of the Company to other Plan  Participants as soon as
                possible following such termination.

                                      -18-

<PAGE>

5.4         Additional  Accounts.  The  Company  may,  at its sole and  absolute
            discretion, establish for the benefit of the Plan Participants, such
            additional  accounts as it deems warranted and  appropriate.  In the
            event that the Company does establish such  additional  accounts for
            the  benefit of Plan  Participants,  funds may be  allocated  to the
            accounts for each Participant without regard to and independently of
            any  allocation  election  made by such  Participant.  Further,  the
            Company may make  contributions  to such accounts for the benefit of
            all Plan  Participants;  provided,  however,  the Company  shall not
            discriminate  against any Plan  Participant in making  Contributions
            under  this  provision  on the  basis  of such  Participant's  race,
            nationality,   religion,   gender,  marital  status  or  disability.
            Benefits  from such  additional  accounts  shall be payable,  unless
            otherwise   provided  by  subsequent   amendment  of  this  Plan  in
            accordance with Section 5.1 above.

5.5     Beneficiary Designation

            A.  Each  Participant,  upon becoming  eligible for participation in
                the Plan,  may designate a  Beneficiary  to receive the benefits
                payable in the event of his/her death, and designate a successor
                Beneficiary to receive any benefits  payable in the event of the
                death of any Beneficiary.

            B.  A Participant  may change  his/her  Beneficiary at any time. All
                Beneficiary  designations  and  changes  shall  be  made  on  an
                appropriate  form as  designated by the Plan  Administrator  and
                filed with the Plan Administrator.

            C.  If no person shall be designated by the  Participant,  or if the
                designated   Beneficiary  shall  not  survive  the  Participant,
                payment of his/her  interest shall be made to the  Participant's
                estate.

5.6         Tax Withholding.  To the extent required by the law in effect at the
            time benefits are  distributed  pursuant to this Section 5, the Plan
            Administrator  shall cause to be withheld any taxes  required by the
            federal  or  any  state  or  local  government  from  payments  made
            hereunder.

5.7         Judicial  Intervention.   Notwithstanding  any  provision  contained
            herein to the contrary,  neither the Company,  the Administrator nor
            the Trustee  shall be  obligated to make or remit any payment to any
            Participant or Beneficiary otherwise entitled to such payment to the
            extent that the Company, Plan Administrator or Trustee is prohibited
            from  so  doing  by  any  court  of law or  any  other  judicial  or
            administrative  body or agency.  In the event that such  prohibition
            exists,  such  payment  shall  be  made  upon  the  earlier  of  the
            expiration  of the order  prohibiting  the payment or the entry of a
            final order directing the Company,  Plan Administrator or Trustee to
            make such payment.

                                      -19-

<PAGE>


                                   SECTION 6

                                 ADMINISTRATION


6.1         Appointment   of   Administrator.   The  Company  shall  appoint  an
            individual or a committee to serve as Administrator of the Plan. The
            Administrator  may be  removed by the  Company at any time,  and any
            individual  may resign as  Administrator  at any time by  submitting
            his/her  resignation in writing to the Company.  A new Administrator
            shall be  appointed  by the  Company as soon as  practicable  in the
            event of a removal or  resignation.  Any person so  appointed  shall
            signify his/her  acceptance by filing a written  acceptance with the
            Company.

6.2         Administrator's  Responsibilities.  The Administrator is responsible
            for the day-to-day administration of the Plan. The Administrator may
            appoint  other  persons or entities to perform any of its  fiduciary
            functions.  Such  appointment  shall  be made  and  accepted  by the
            appointee  in  writing  and  shall be  effective  upon  the  written
            approval of the Company.  The  Administrator  and any such appointee
            may employ  advisors and other  persons  necessary or  convenient to
            help it carry out its duties,  including its fiduciary  duties.  The
            Administrator shall have the right to remove any such appointee from
            its  position.  Any person,  group of persons or entity may serve in
            more than one fiduciary capacity.

6.3         Records and  Accounts.  The  Administrator  shall  maintain or shall
            cause to be maintained accurate and detailed records and accounts of
            Participants  and of their rights under the Plan,  and of all deemed
            investments,  receipts,  disbursements and other transactions.  Such
            accounts,  books and records  relating  thereto shall be open at all
            reasonable  times to  inspection  and  audit by the  Company  and by
            persons designated thereby.

6.4         Administrator's  Specific  Powers and  Duties.  In  addition  to any
            powers,  rights  and  duties set forth  elsewhere  in the Plan,  the
            Administrator shall have the following powers and duties:

            A.  to  adopt  such  rules  and  regulations   consistent  with  the
                provisions of the Plan;

            B.  to enforce the Plan in  accordance  with its terms and any rules
                and regulations it establishes;

            C.  to maintain  records  concerning the Plan  sufficient to prepare
                reports,  returns and other information  required by the Plan or
                by law;

            D.  to construe and  interpret the Plan and to resolve all questions
                arising under the Plan;

            E.  to direct the Company or Trustee to pay benefits under the Plan,
                and to give such other  directions  and  instructions  as may be
                necessary for the proper administration of the Plan;

            F.  to be responsible for the preparation,  filing and disclosure on
                behalf of the Plan of such documents and reports as are required
                by any applicable federal or state law; and

            G.  to  determine  the  Distributable  Benefit  of  a  Participant's
                Accounts.

                                      -20-

<PAGE>

6.5         Company's Responsibility to Administrator. The Company shall furnish
            the Administrator  with such data and information as it may require.
            The  records  of  the  Company  shall  be   determinative   of  each
            Participant's  period of  employment,  termination of employment and
            the  reason  therefor,  leave of  absence,  re-engagement,  Years of
            Service,  personal data, and  Compensation.  Participants  and their
            Beneficiaries shall furnish to the Administrator such evidence, data
            or  information,  and execute such  documents  as the  Administrator
            requests.

6.6         Liability. Neither the Administrator nor the Company shall be liable
            to any person for any action taken or omitted in connection with the
            administration of this Plan unless  attributable to its own fraud or
            willful  misconduct;  nor shall the  Company be liable to any person
            for such action unless  attributable to gross  negligence or willful
            misconduct  on the  part of a  director,  officer  or  agent  of the
            Company.

6.7         Payment of Expenses.  All expenses of the Administrator  incurred in
            the  operation  or  administration  of this  Plan  shall  be paid by
            Company.

6.8         Indemnity   of   Administrator.    Company   shall   indemnify   the
            Administrator   or  any   individual   who  is  a  delegate  of  the
            Administrator  against any and all claims, loss, damage,  expense or
            liability arising from any action or failure to act, except when due
            to gross negligence or willful misconduct.

6.9         Substitute  Payee.  If a  Participant  or  Beneficiary  entitled  to
            receive any benefits hereunder is in his/her minority, or is, in the
            judgment  of the  Administrator,  legally,  physically,  or mentally
            incapable of personally  receiving and receipting any  distribution,
            the  Administrator  may make  distributions  to a legally  appointed
            guardian or to such other person or institution  as, in the judgment
            of the  Administrator,  is then  maintaining  or has  custody of the
            payee.

6.10        Trust Fund. The Company reserves the right to establish,  subject to
            the  provisions  of  Subsection  4.6,  a trust  for the  purpose  of
            accumulating   funds  to  assist  the  Company  in  satisfying   its
            obligations  under  the  Plan,  and  to  appoint  an  individual  or
            corporate trustee to administer and distribute said trust.

                                      -21-

<PAGE>

                                   SECTION 7

                                CLAIMS PROCEDURE


7.1         Claim. If a Participant,  Beneficiary or his/her  representative  is
            denied all or a portion of an expected  Plan  benefit for any reason
            and the Participant,  Beneficiary or his/her  representative desires
            to dispute  the  decision of the  Administrator,  he/she must file a
            written  notification of his/her claim with the  Administrator.  The
            Administrator  shall provide the Participant or Beneficiary,  within
            sixty (60) days of the filing of the claim in writing,  sent by mail
            to the Participant's or Beneficiary's or representative's last known
            address, the following information:

            A.  the specific reasons for the denial;

            B.  the specific  reference to the pertinent Plan provision on which
                the denial is based;

            C.  if applicable,  a description  of any additional  information or
                material  necessary to perfect the claim,  and an explanation of
                why such information or material is necessary; and

            D.  an  explanation  of the  claims  review  procedure  and the time
                limitations of the review procedure applicable thereto.

7.2         Review   Procedure.   A  Participant   or   Beneficiary  or  his/her
            representative  is  entitled  to  request a review of any  denial of
            his/her claim by the  Administrator.  The request for review must be
            submitted to the  Administrator in writing within sixty (60) days of
            mailing of the information  provided under Section 7.1 above. Absent
            a request  for review  within the 60 day  period,  the claim will be
            deemed to be conclusively  denied.  The Participant,  Beneficiary or
            his/her  representative  shall be entitled  to review all  pertinent
            documents  and  to  submit  issues  and  comments  in  writing.  The
            Administrator shall provide a full and fair review, of the claim and
            render the final decision.

7.3.        Final  Decision.  Within sixty (60) days of mailing of a request for
            review,  the  Administrator  shall  allow or deny the claim,  unless
            special  circumstances require an extension (such as for a hearing);
            provided,  however,  that in no event shall the  decision be delayed
            beyond one hundred  twenty  (120) days after  receipt of the request
            for review.  The decision  shall be  communicated  in writing to the
            Participant,  Beneficiary  or his/her  representative.  The decision
            shall  recite  the facts  and  reasons  for  denial,  with  specific
            reference to the pertinent Plan provisions.

7.4         Satisfaction of Liability.  After all benefits have been distributed
            in full to a Participant or to his/her Beneficiary, all liability to
            such Participant or to his/her Beneficiary shall cease.

                                      -22-

<PAGE>

                                   SECTION 8

                           AMENDMENT AND TERMINATION


8.1         Plan Amendment. The Plan may be amended or otherwise modified, other
            than as provided in Section 8.3 below,  by the Company,  in whole or
            in part,  either  retroactively or  prospectively,  provided that no
            amendment  or  modification  shall,  with  respect to  contributions
            already credited,  change the amount of contributions  under Section
            3.1, or lengthen the time periods for determining the  Distributable
            Benefit under Section 3.3.

8.2         No  Premature  Distribution.  Subject to Section  8.3, no  amendment
            hereto shall permit amounts accumulated prior to the amendment to be
            paid to a Participant or Beneficiary  prior to the time he/she would
            otherwise be entitled thereto.

8.3         Termination of the Plan. The Company reserves the right to terminate
            the Plan and/or the Deferral Agreement pertaining to any Participant
            at any time prior to the commencement of benefits.  In the event the
            Plan  is  terminated,  the  Company  shall  pay a  benefit  to  each
            Participant, or the Beneficiary of any deceased Participant, in lieu
            of other benefits hereunder,  an amount equal to the entire value of
            such Participant's  Accumulation  Accounts,  including the amount of
            the  Distributable  Benefit  of each  such  Account,  as well as any
            amount to which the Participant, or the Beneficiary, would otherwise
            not be  entitled  under  Section  3.3.  In the  event  the  Deferral
            Agreement of any Participant is terminated,  such Participant  shall
            be deemed a Participant as long as he/she retains an Account for all
            purposes except for the right to make further  contributions to such
            Account.

                                      -23-

<PAGE>

                                   SECTION 9

                                 MISCELLANEOUS


9.1         Supplemental  Benefits.  The benefits  provided for the Participants
            under this Plan are in addition  to  benefits  provided by any other
            plan or program of the Company and,  except as  otherwise  expressly
            provided  herein,  the  benefits of this Plan shall  supplement  and
            shall not  supersede  any plan or agreement  between the Company and
            any Participant or any provisions contained herein.

9.2         Governing  Law. The Plan shall be governed and  construed  under the
            laws of the State of Connecticut.

9.3         Jurisdiction.   The  courts  of  Connecticut  shall  have  exclusive
            jurisdiction in any or all actions arising under this Plan.

9.4         No Assignment Permitted.  No benefit under the Plan shall be subject
            in  any  manner  to  anticipation,   alienation,   sale,   transfer,
            assignment,  pledge encumbrance or charge, and any such action shall
            be void for all purposes of the Plan. No benefit shall in any manner
            be subject  to the debts,  contracts,  liabilities,  engagements  or
            torts of any person, nor shall it be subject to attachments or other
            legal  process for or against  any person,  except to such extent as
            may be required by law.

9.5         Binding  Terms.  The terms of this Plan  shall be  binding  upon and
            inure to the benefit of the parties hereto,  their respective heirs,
            executors, administrators, successors and assigns.

9.6         Spendthrift   Provision.   The  interest  of  any   Participant   or
            Beneficiary  receiving  payments  hereunder  shall not be subject to
            anticipation,  nor to voluntary  or  involuntary  alienation,  until
            distribution is actually made.

9.7         Headings.  All headings  preceding the text of the several  Sections
            hereof are inserted  solely for reference and shall not constitute a
            part of this Plan, nor affect its meaning, construction or effect.

9.8         Rule of Interpretation.  Where  appropriate,  words in the masculine
            gender shall include the feminine and neuter genders.

9.9         Limitation  of Rights.  Neither the  establishment  of the Plan or a
            trust  agreement  (in  accordance   with  Section  6.10),   nor  any
            modification  thereof,  nor  the  creation  of an  Account,  nor the
            payment  of  any   benefits   shall  be   construed  as  giving  any
            Participant,  Beneficiary or any other person whomsoever,  any legal
            or  equitable  right  against the Company or the Plan  Administrator
            unless such right shall be specifically  provided for in the Plan or
            trust  agreement  or  conferred  by  affirmative  action of the Plan
            Administrator  in  accordance  with the terms and  provisions of the
            Plan, or as giving any  Participant  the right to be retained in the
            service of the Company,  and all Participants and other agents shall
            remain  subject to termination to the same extent as if the Plan had
            never been adopted.

9.10        Severability.  Should any  provision of the Plan or any  regulations
            adopted  thereunder  be deemed or held to be unlawful or invalid for
            any  reason,   such  fact  shall  not  adversely  affect  the  other
            provisions  or  regulations  unless  such  invalidity  shall  render
            impossible or impractical  the  functioning of the Plan and, in such
            case,  the  appropriate   parties  shall  immediately  adopt  a  new
            provision or regulation to take the place of the one held illegal or
            invalid.

            IN WITNESS WHEREOF, the Company hereby adopts the above Deferred 
Compensation Plan as of the date first above written.


         ATTEST                                      AIR EXPRESS INTERNATIONAL
                                                     CORP.


         ________________________                     By:_______________________
                      , Secretary                                 , 

                                      -24-