JEVIC TRANSPORTATION, INC.
                               1997 INCENTIVE PLAN


     SECTION 1. Purpose; Definitions. The purpose of the Jevic Transportation,
Inc. 1997 Incentive Plan (the "Plan") is to offer to certain employees and
Directors of Jevic Transportation, Inc. (the "Company"), a New Jersey
corporation and its subsidiaries, equity interests in the Company, options to
acquire equity interests in the Company, and other performance-based incentive
awards, thereby attracting, retaining and motivating such persons, and
strengthening the mutuality of interests between such persons and the Company's
shareholders.

     For purposes of the Plan, the following initially capitalized words and
phrases shall be defined as set forth below, unless the context clearly requires
a different meaning:

     a. "Affiliate" means, with respect to a person or entity, a person that
directly or indirectly controls, or is controlled by, or is under common control
with such person or entity.

     b. "Board" means the Board of Directors of the Company, as constituted from
time to time.

     c. "Cause" occurs when the Participant, as determined by the Board:

        (i)      has engaged in any type of disloyalty to the
                 Company, including without limitation,
                 fraud, embezzlement, theft, or dishonesty in
                 the course of his employment or engagement,
                 or has otherwise breached any fiduciary duty
                 owed to the Company;

        (ii)     has been convicted of a felony;

        (iii)    has disclosed trade secrets or confidential
                 information of the Company; or

        (iv)     has breached any agreement with or duty to
                 the Company in respect of confidentiality,
                 non-disclosure, non-competition or
                 otherwise.

     d. "Change of Control" means:

        (i)      the acquisition in one or more transactions
                 by any "Person" (as the term person is used
                 for purposes of Sections 13(d) or 14(d) of
                 the Exchange Act) of "Beneficial ownership"
                 (within the meaning of Rule 13d-3
                 promulgated under the Exchange Act) of
                 twenty-five percent (25%) or more of the
                 combined voting power of the Company's then
                 outstanding voting securities (the "Voting
                 Securities"), provided that for purposes of
                 this clause (i) Voting




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                 Securities acquired directly from the
                 Company by any Person shall be excluded from
                 the determination of such Person's
                 Beneficial ownership of Voting Securities
                 (but such Voting Securities shall be
                 included in the calculation of the total
                 number of Voting Securities then
                 outstanding); or

        (ii)     approval by shareholders of the Company of:

                 (A)  a merger, reorganization or consolidation involving the
                      Company if the shareholders of the Company immediately
                      before such merger, reorganization or consolidation do not
                      or will not own directly or indirectly immediately
                      following such merger, reorganization or consolidation,
                      more than fifty percent (50%) of the combined voting power
                      of the outstanding voting securities of the company
                      resulting from or surviving such merger, reorganization or
                      consolidation in substantially the same proportion as
                      their ownership of the Voting Securities outstanding
                      immediately before such merger, reorganization or
                      consolidation; or

                 (B)  a complete liquidation or dissolution of the Company;

                 (C)  an agreement for the sale or other
                      disposition of all or substantially
                      all of the assets of the Company; or

        (iii)    acceptance by shareholders of the Company of shares in a share
                 exchange if the shareholders of the Company immediately before
                 such share exchange do not or will not own directly or
                 indirectly immediately following such share exchange more than
                 fifty percent (50%) of the combined voting power of the
                 outstanding voting securities of the entity resulting from or
                 surviving such share exchange in substantially the same
                 proportion as their ownership of the Voting Securities
                 outstanding immediately before such share exchange.

     e. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     f. "Committee" shall mean the Compensation Committee or such other
committee appointed by the Board in accordance with Section 2 of the Plan. The
Committee shall possess all of the power and authority of, and shall be
authorized to take any and all actions required to be taken hereunder by, and
make any and all determinations required to be taken hereunder by, the Board.


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     g. "Director" means a member of the Board.

     h. "Disability" shall mean a disability of an employee or a Director which
renders such employee or Director unable to perform the full extent of his
duties and responsibilities by reason of his illness or incapacity which would
entitle that employee or Director to receive Social Security Disability Income
under the Social Security Act, as amended, and the regulations promulgated
thereunder. "Disabled" shall mean having a Disability. The determination of
whether a Participant is Disabled shall be made by the Board, whose
determination shall be conclusive; provided that,

       (i)      if a Participant is bound by the terms of an
                employment agreement between the Participant
                and the Company, whether the Participant is
                "Disabled" for purposes of the Plan shall be
                determined in accordance with the procedures
                set forth in said employment agreement, if
                such procedures are therein provided; and

       (ii)     a Participant bound by such an employment
                agreement shall not be determined to be
                Disabled under the Plan any earlier than he
                would be determined to be disabled under his
                employment agreement.

     i. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     j. "Fair Market Value" means, as of any date: (i) the closing price of the
Shares as reported on the principal nationally recognized stock exchange on
which the Shares are traded on such date, or if no Share prices are reported on
such date, the closing price of the Shares on the next preceding date on which
there were reported Share prices; or (ii) if the Shares are not listed or
admitted to unlisted trading privileges on a nationally recognized stock
exchange, the closing price of the Shares as reported by The NASDAQ Stock Market
on such date, or if no Share prices are reported on such date, the closing price
of the Shares on the next preceding date on which there were reported Share
prices; or (3) if the Shares are not listed or admitted to unlisted trading
privileges on a nationally recognized stock exchange or traded on The NASDAQ
Stock Market, then the Fair Market Value shall be determined by the Board acting
in its discretion, which determination shall be conclusive.

     k. "Incentive Stock Option" means any Option intended to be and designated
as an "Incentive Stock Option" within the meaning of Section 422 of the Code.

     l. "Non-Employee Director" shall have the meaning set forth in Rule 16b-
3(b)(3)promulgated by the Securities and Exchange Commission under the Exchange
Act, or any


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successor definition adopted by the Securities and Exchange Commission;
provided, however, that the Board or the Committee may, in its sole discretion,
substitute the definition of "outside director" provided in the regulations
under Section 162(m) of the Code in place of the definition of Non-Employee
Director contained in the Exchange Act.

     m. "Non-Qualified Stock Option" means any Option that is not an Incentive
Stock Option.

     n. "Participant" means an employee or Director of the Company or a
Subsidiary to whom an award is granted pursuant to the Plan.

     o. "Performance Award" or "Award" means an award made pursuant to Section 8
hereof that is payable in cash and/or Shares (including Restricted Shares,
Performance Shares and Performance Units) in accordance with the terms of the
grant, based on Company, business unit and/or individual performance, in each
case as determined by the Committee and as set forth in the grant letter.

     p. "Performance Share" means an award made pursuant to Section 9 hereof of
the right to receive Shares at the end of a specified performance period.

     q. "Performance Unit" means an award made pursuant to Section 10 hereof of
the right to receive cash at the end of a specified performance period.

     r. "Qualified Retirement" means a Retirement that occurs (i) on or after
the date the Participant attains ages 62 or (ii) on or after the date the
Participant completes ten (10) years of service with the Company or a Subsidiary
and attains age 60.

     s. "Restricted Shares" means an award of Shares that is subject to
restrictions pursuant to Section 7 hereof.

     t. "Retirement" means termination of the employment of a Participant with
the Company, an Affiliate (including parent) or a Subsidiary other than (i) a
termination effected at the direction of the Company or parent (whether or not
the Company effects such termination for Cause), (ii) termination on account of
Disability, or (iii) termination on account of death. With respect to a Director
who is not also an employee of the Company, Retirement shall occur at such time
as the individual ceases to be a Director.

     u. "Rules" means Section 16 of the Exchange Act and the regulations
promulgated thereunder.

     v. "SAR" means a share appreciation right granted under the Plan and
described in Section 6 hereof.

     w. "Securities Broker" means a registered securities broker acceptable to
the Company who agrees to effect the cashless exercise of an Option pursuant to
Section 5(m) hereof.

     x. "Share" means a common share of common stock, no par value, of the
Company, subject to substitution or adjustment as provided in Section 3(c)
hereof.



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     y. "Stock Option" or "Option" means any option to purchase Shares
(including Restricted Shares, if the Committee so determines) granted pursuant
to Section 5 hereof.

     z. "Subsidiary" means, in respect of the Company or parent, a subsidiary
company, whether now or hereafter existing, as defined in Sections 424(f) and
(g) of the Code.

     SECTION 2. Administration. The Plan shall be administered by the
Compensation Committee on behalf of the Board. The Board may at any time by a
unanimous vote, with each member voting, appoint a different Committee
consisting of not fewer than two Directors to administer the Plan on behalf of
the Board, subject to such terms and conditions as the Board may prescribe,
provided that each Committee member shall be a Non-Employee Director. Members of
the Committee shall serve for such period of time as the Board may determine.
Members of the Board or the Committee who are eligible for awards or have been
granted awards may vote on any matters affecting the administration of the Plan
or any awards pursuant to the Plan, except that no such member shall act upon an
award to himself or herself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board or Committee during which
action is taken with respect to an award to himself or herself.

     All references to actions to be taken by the Board in the administration of
the Plan shall be construed as references to the Committee.

     From time to time the Board may increase the size of the Committee and
appoint additional members thereto (provided such new members are Non-Employee
Directors), remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.

     The Board shall have full authority to grant to eligible persons under
Section 4: (i) Options, (ii) SARs, (iii) Restricted Shares, (iv) Performance
Awards, (v) Performance Shares and/or (vi) Performance Units. In particular, the
Board shall have the authority:

     a. to select the persons to whom Options, SARs, Restricted Shares,
Performance Awards, Performance Shares and Performance Units may from time to
time be granted hereunder;

     b. to determine whether and to what extent Incentive Stock Options,
NonQualified Stock Options, SARs, Restricted Shares, Performance Awards,
Performance Shares and Performance Units, or any combination thereof, are to be
granted hereunder;

     c. to determine the number of Shares, if any, to be covered by each such
award granted hereunder;



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     d. to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder, including, but not limited to, the
Share price and any restriction or limitation, any vesting provisions, or any
vesting acceleration or forfeiture waiver regarding any Option or other award
and/or the Shares relating thereto, or the length of the period following
termination of employment of any Participant during which any Option or SAR may
be exercised (which, in the case of an Incentive Stock Option, shall be no
longer than one year in the case of the termination of employment of a
Participant by reason of death or Disability, or three months in the case of the
termination of employment of a Participant for any reason other than death or
Disability), based on such factors as the Board shall determine, in its sole
discretion;

     e. to determine whether and under what circumstances an Option may be
exercised without a payment of cash under Section 5(m); and

     f. to determine whether, to what extent and under what circumstances Shares
and other amounts payable with respect to an award under the Plan may be
deferred either automatically or at the election of the Participant.

     Notwithstanding the Committee's discretion, upon the election of a new
Director other than an employee (a "non-employee" Director) to the Board prior
to completion of an initial public offering of Shares (a "Public Offering"),
such non-employee Director shall be granted Non-Qualified Stock Options for
12,500 Shares at the initial public offering price upon completion of a Public
Offering, which will vest 40% on the second anniversary of grant and an
additional 20% on each of the three succeeding anniversaries. Upon the initial
election of any other new non-employee Director, or upon the appointment of any
new non-employee Director to fill an unexpired term, in either case after the
completion of a Public Offering, such new non-employee Director shall be granted
Non-Qualified Stock Options for 12,500 Shares, at Fair Market Value. Upon
election of any non-employee Director after the third anniversary of such
Director's initial election to the Board, there shall be granted to such
Director Non-Qualified Stock Options for 5,000 Shares at Fair Market Value.

     The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
to amend the terms of any agreement relating to any award issued under the Plan,
provided that the Participant consents to such amendment; and to otherwise
supervise the administration of the Plan. The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any award
granted in the manner and to the extent it shall deem necessary to carry out the
intent of the Plan.

     All decisions made by the Board pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and
Participants. No member of the Board shall be liable for any good faith
determination, act or failure to act in connection with the Plan or any award
made under the Plan.



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     SECTION 3. Shares Subject to the Plan.

     a. Shares Subject to the Plan. The Shares to be subject or related to
awards under the Plan shall be authorized and unissued Shares of the Company,
whether or not previously issued and subsequently acquired by the Company. The
maximum number of Shares that may be the subject of awards under the Plan is
1,500,000 and the Company shall reserve for the purposes of the Plan, out of its
authorized and unissued Shares, such number of Shares. Notwithstanding the
foregoing, no individual shall receive, over the term of the Plan, awards for
more than an aggregate of 1,500,000 Shares, or SARs with respect to such Shares,
authorized for grant under the Plan.

     b. Effect of the Expiration or Termination of Awards. If and to the extent
that an award made under the Plan expires, terminates or is canceled or
forfeited for any reason without having been exercised in full, the Shares
associated with the expired, terminated, canceled or forfeited portion of the
award shall again become available for award under the Plan.

     c. Other Adjustment. In the event of any merger, reorganization,
consolidation, recapitalization, Share distribution or dividend, Share split or
combination, or other change in entity structure affecting the Shares, such
substitution or adjustment shall be made in the aggregate number, type and
issuer of the securities reserved for issuance under the Plan, in the number and
Option price of securities subject to outstanding Options granted under the Plan
and in the number and price of securities subject to other awards made under the
Plan, as may be determined to be appropriate by the Board in its sole
discretion, provided that the number of securities subject to any award shall
always be a whole number. The Board, in its sole discretion, shall make
appropriate equitable anti-dilution adjustments to the number of
then-outstanding SARs, and to the Fair Market Value upon which the value of such
SARs is based.

     SECTION 4. Eligibility. Employees of the Company or its Subsidiaries,
directors, consultants, and other individuals who provide services are eligible
to be granted awards under the Plan; provided, however, that any employee who is
covered by a collective bargaining agreement shall not be eligible to be granted
awards, exercise outstanding awards, receive shares or cash pursuant to
outstanding awards, or have any restrictions lapse with respect to any
restricted stock awards under the Plan, unless such collective bargaining
agreement, by specific reference to the Plan, expressly provides for
participation in the Plan. Persons who are not employees of the Company or a
Subsidiary are eligible to be granted awards under the Plan, but are not
eligible to be granted Incentive Stock Options.

     SECTION 5. Options. Options granted under the Plan may be of two types: (i)
Incentive Stock Options or (ii) Non-Qualified Stock Options. Options may be
granted alone, in addition to or in tandem with other awards granted under the
Plan. Any Option granted under the Plan shall be in such form as the Board may
from time to time approve.

     The Board shall have the authority to grant any Participant eligible under
Section 4 Incentive Stock Options, Non-Qualified Stock Options, or both types of
Options (in

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each case with or without SARs). To the extent that any Option does
not qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option.

     Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Board shall deem appropriate;
provided, however, that the provisions of Option awards need to be the same with
respect to each Participant:

     a. Option Price. The exercise price per Share purchasable under a
NonQualified Stock Option shall be determined by the Board. The exercise price
per Share purchasable under an Incentive Stock Option shall be 100% of the Fair
Market Value of the Share on the date of the grant. However, any Incentive Stock
Option granted to any Participant who, at the time the Option is granted, owns
more than 10% of the voting power of all classes of shares of the Company or of
a Subsidiary shall have an exercise price per Share of not less than 110% of
Fair Market Value per Share on the date of the grant.

     b. Option Term. The term of each Option shall be fixed by the Board, but no
Option shall be exercisable more than ten years after the date the Option is
granted. However, any Incentive Stock Option granted to any Participant who, at
the time such Option is granted, owns more than 10% of the voting power of all
classes of shares of the Company or of a Subsidiary may not have a term of more
than five years. No Option may be exercised by any person after expiration of
the term of the Option.

     c. Exercisability. Options shall vest and be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Board at the time of grant. If the Board provides, in its discretion, that any
Option is exercisable only in installments, the Board may waive such installment
exercise provisions at any time at or after grant, in whole or in part, based on
such factors as the Board shall determine, in its sole discretion.

     d. Method of Exercise. Subject to the exercise provisions under Section
5(c) and the termination provisions set forth in Sections 5(f) through (k),
Options may be exercised in whole or in part at any time and from time to time
during the term of the Option, by giving written notice of exercise to the
Company specifying the number of Shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, either by certified or
bank check, or such other instrument as the Board may accept. As determined by
the Board, in its sole discretion, at or after grant, payment in full or in part
of the exercise price of an Option may be made in the form of unrestricted
Shares based on the Fair Market Value of the Shares on the date the Option is
exercised; provided, however, that, in the case of an Incentive Stock Option,
the right to make a payment in the form of already owned Shares may be
authorized only at the time the Option is granted.

     No Shares shall be issued upon exercise of an Option until full payment
therefor has been made. A Participant shall not have the right to distributions
or dividends or any other rights of a shareholder with respect to Shares subject
to the Option until the Participant has given



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written notice of exercise, has paid in full for such Shares, and, if requested,
has given the representation described in Section 13(a) hereof.

     e. Non-transferability of Options. No Option shall be transferable by the
Participant otherwise than by will or by the laws of descent and distribution,
and all Options shall be exercisable, during the Participant's lifetime, only by
the Participant or, in the event of his Disability, by his personal
representative.

     f. Termination by Reason of Death. Subject to Section 5(k), if a
Participant's service with the Company or any Subsidiary terminates by reason of
death, any Option held by such Participant shall become fully vested and
exercisable and may thereafter be exercised by the legal representative of the
estate or by the legatee of the Participant under the will of the Participant,
for a period expiring (i) at such time as may be specified by the Board at or
after the time of grant, or (ii) if not specified by the Board, then one year
from the date of death, or (iii) if sooner than the applicable period specified
under (i) or (ii) above, then upon the expiration of the stated term of such
Option.

     g. Termination by Reason of Disability. Subject to Section 5(k), if a
Participant's service with the Company or any Subsidiary terminates by reason of
Disability, any Option held by such Participant may thereafter be exercised by
the Participant or his personal representative, to the extent it was exercisable
at the time of termination, or on such accelerated basis as the Board may
determine at or after grant, for a period expiring (i) at such time as may be
specified by the Board at or after the time of grant, or (ii) if not specified
by the Board, then six months from the date of termination of service, or (iii)
if sooner than the applicable period specified under (i) or (ii) above, then
upon the expiration of the stated term of such Option; provided, however, that
if the Participant dies within such period, any unexercised Option held by such
Participant shall, at the sole discretion of the Board, thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of one (1) year from the date of such death (or such other period as may
be specified by the Board) or until the expiration of the stated term of such
Option, whichever period is shorter.

     h. Qualified Retirement. Subject to Section 5(k), if a Participant's
service with the Company or any Subsidiary terminates by reason of Qualified
Retirement, any Option held by such Participant shall become fully vested and
exercisable and may thereafter be exercised by the Participant for a period
expiring (i) at such time as may be specified by the Board at or after the time
of grant, or (ii) if not specified by the Board, then one year from the date of
Qualified Retirement, or (iii) if sooner than the applicable period specified
under (i) or (ii) above, then upon the expiration of the stated term of such
Option; provided that any Option which is an Incentive Stock Option that is
exercised more than three (3) months after termination will be a Non-Qualified
Stock Option.

     i. Cause. If a Participant's service is terminated for Cause, any Option
not already exercised shall be forfeited.



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     j. Other Termination. Subject to Section 5(k), if a Participant's service
with the Company or any Subsidiary terminates for any reason other than death,
Disability, Qualified Retirement or Cause, any Option held by such Participant
may thereafter be exercised by the Participant, to the extent it was exercisable
at the time of such termination or on such accelerated basis as the Board may
determine at or after the time of grant, for a period expiring (i) at such time
as may be specified by the Board at or after the time of grant, or (ii) if not
specified by the Board, then thirty (30) days from the date of termination of
service, or (iii) if sooner than the applicable period specified under (i) or
(ii) above, then upon the expiration of the stated term of such Option.

     k. Change of Control. In the event of a Change of Control, the Board may,
in its sole discretion, cause all outstanding Options to immediately become
fully exercisable.

     l. Incentive Stock Option Limitations. To the extent required for
"incentive stock option" status under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by
the Participant during any calendar year under the Plan and/or any other plan of
the Company or any Subsidiary shall not exceed $100,000. For purposes of
applying the foregoing limitation, Incentive Stock Options shall be taken into
account in the order granted. Any Option not meeting such limitation shall be
treated for all purposes as a NonQualified Stock Option.

     m. Cashless Exercise. The Company may, in the sole discretion of the Board,
cooperate in a "cashless exercise" of an Option. The cashless exercise shall be
effected by the Participant delivering to the Securities Broker instructions to
sell a sufficient number of Shares to cover the costs and expenses associated
therewith.

     SECTION 6. Share Appreciation Rights.

     a. Grant. SARs may be granted alone ("Stand-Alone SARs") or in conjunction
with all or part of any Option granted under the Plan ("Tandem SARs"). In the
case of a Non-Qualified Stock Option, a Tandem SAR may be granted either at or
after the time of the grant of such Option. In the case of an Incentive Stock
Option, a Tandem SAR may be granted only at the time of the grant of such
Option.

     b. Exercise.

          (i) Tandem SARs. A Tandem SAR or applicable portion thereof shall
terminate and no longer be exercisable upon the termination or exercise of the
related Option or portion thereof, except that, unless otherwise determined by
the Board, in its sole discretion at the time of grant, a Tandem SAR granted
with respect to less than the full number of Shares covered by a related Option
shall be reduced only after such related Option is exercised or otherwise
terminated with respect to the number of Shares not covered by the Tandem SAR.



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     A Tandem SAR may be exercised by a Participant by surrendering the
applicable portion of the related Option, only at such time or times and to the
extent that the Option to which such Tandem SAR relates shall be exercisable in
accordance with the provisions of Section 5 and this Section 6. Options which
have been so surrendered, in whole or in part, shall no longer be exercisable to
the extent the related Tandem SARs have been exercised.

     Upon the exercise of a Tandem SAR, a Participant shall be entitled to
receive, upon surrender to the Company of all (or a portion) of an Option in
exchange for cash and/or Shares, an amount equal to the excess of (A) the Fair
Market Value, as of the date such Option (or such portion thereof) is
surrendered, of the Shares covered by such Option (or such portion thereof) over
(B) the aggregate exercise price of such Option (or such portion thereof).

     Upon the exercise of a Tandem SAR, the Option or part thereof to which such
Tandem SAR is related, shall be deemed to have been exercised for the purpose of
the limitation set forth in Section 3 of the Plan on the number of Shares to be
issued under the Plan, but only to the extent of the number of Shares issued
under the Tandem SAR at the time of exercise based on the value of the Tandem
SAR at such time.

     A Tandem SAR may be exercised only if and when the Fair Market Value of the
Shares subject to the Option exceeds the exercise price of such Option.

          (ii) Stand-Alone SARs. A Stand-Alone SAR may be exercised by a
Participant giving notice of intent to exercise to the Company, provided that
all or a portion of such Stand-Alone SAR shall have become vested and
exercisable as of the date of exercise.

     Upon the exercise of a Stand-Alone SAR, a Participant shall be entitled to
receive, in either cash and/or Shares, an amount equal to the excess, if any, of
(A) the Fair Market Value, as of the date such SAR (or portion of such SAR) is
exercised, of the Shares covered by such SAR (or portion of such SAR) over (B)
the Fair Market Value of the Shares covered by such SAR (or a portion of such
SAR ) as of the date such SAR (or a portion of such SAR) was granted.

     c. Terms and Conditions. SARs shall be subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Board, in its sole discretion; provided,
however, that the provisions of SAR awards need not be the same with respect to
each Participant. Such terms and conditions include the following:

          (i) Non-Transferability. No SAR shall be transferable by the
Participant otherwise than by will or by the laws of descent and distribution
and all SARs shall be exercisable, during the Participant's lifetime, only by
the Participant or, in the event of his Disability, by his personal
representative.




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          (ii) Term of SAR. The term of each SAR shall be fixed by the Board,
provided that the term of a Tandem SAR shall be determined by the terms of the
applicable Option, and provided further that the term of a Stand-Alone SAR shall
be ten (10) years, unless another term is specified by the Board.

          (iii) Exercisability. SARs shall vest and be exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Board at the time of grant, provided that the term of a Tandem SAR shall be
determined by the terms of the applicable Option. A Participant shall not have
any rights as a shareholder with respect to any SAR.

          (iv) Termination of Employment. Unless otherwise specified in the
terms of an award, SARs shall be subject to the terms of Sections 5(f)-(j) with
respect to exercise upon termination of employment.

          (v) Change of Control. In the event of a Change of Control, the Board
may, in its sole discretion, cause all outstanding SARs to immediately become
fully exercisable.

     SECTION 7. Restricted Shares.

     a. Administration. Restricted Shares may be issued either alone or in
addition to other awards granted under the Plan. The Board shall determine the
persons to whom, and the time or times at which, grants of Restricted Shares
will be made, the number of Shares to be awarded, the price (if any) to be paid
by the recipient of Restricted Shares, the time or times within which such
awards may be subject to forfeiture, and all other conditions of the awards.

     The Board may condition the vesting of Restricted Shares upon the
attainment of specified performance goals or such other factors as the Board may
determine, in its sole discretion, at the time of the award.

     The provisions of Restricted Share awards need not be the same with respect
to each Participant.

     b. Awards and Certificates. The prospective recipient of a Restricted Share
award shall not have any rights with respect to such award, unless and until
such recipient has executed an agreement evidencing the award and has delivered
a fully executed copy thereof to the Company, and has otherwise complied with
the applicable terms and conditions of such award. The purchase price for
Restricted Shares may be zero.

     Each Participant receiving a Restricted Share award shall be issued a share
certificate in respect of such Restricted Shares. Such certificate shall be
registered in the name of such Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such award,
substantially in the following form:



                                     - 12 -

<PAGE>


     "The transferability of this certificate and the shares represented hereby
     are subject to the terms and conditions (including forfeiture) of the Jevic
     Transportation, Inc. 1997 Incentive Plan and an Agreement entered into
     between the registered owner and Jevic Transportation, Inc. Copies of such
     Plan and Agreement are on file in the principal offices of Jevic
     Transportation, Inc. and will be made available to any Shareholder without
     charge upon request to the Secretary of the Company."

     The Board shall require that the share certificates evidencing Restricted
Shares be held in custody by the Company until the restrictions thereon shall
have lapsed, and that, as a condition of any Restricted Share award, the
Participant shall have delivered to the Company a share power, endorsed in
blank, relating to the Shares covered by such award.

     c. Restrictions and Conditions. The Restricted Shares awarded pursuant to
this Section 7 shall be subject to the following restrictions and conditions:

          (i) During a period set by the Board commencing with the date of such
award (the "Restriction Period"), the Participant shall not be permitted to
sell, transfer, pledge, assign or otherwise encumber Restricted Shares awarded
under the Plan. The Board, in its sole discretion, may provide for the lapse of
such restrictions in installments and may accelerate or waive such restrictions
in whole or in part, based on service, performance and/or such other factors or
criteria as the Board may determine, in its sole discretion.

          (ii) Except as provided in this paragraph (ii) and Section 7(c)(i),
once the Participant has been issued a certificate or certificates for
Restricted Shares, the Participant shall have, with respect to the Restricted
Shares, all of the rights of a shareholder of the Company, including the right
to vote the Shares, and the right to receive any cash distributions or
dividends. The Board, in its sole discretion, as determined at the time of
award, may permit or require the payment of cash distributions or dividends to
be deferred and, if the Board so determines, reinvested in additional Restricted
Shares to the extent Shares are available under Section 3 of the Plan.

          (iii) Subject to the applicable provisions of the award agreement and
this Section 7, upon termination of a Participant's service with the Company for
reasons other than death or Disability during the Restriction Period, all
Restricted Shares still subject to restriction shall be forfeited by the
Participant. Subject to the provisions of the Plan, the Board, in its sole
discretion, may provide for the lapse of such restrictions in installments and
may waive such restrictions, in whole or in part, at any time, based on such
factors as the Board shall deem appropriate in its sole discretion. Upon the
death or Disability of a Participant during the Restriction Period, restrictions
will lapse with respect to a percentage of the Restricted Shares award granted
to the Participant that is equal to the percentage of the Restriction Period
that has elapsed as of the date of death or the date on which such Disability
commenced (as determined by the Board in its sole discretion), and a share
certificate or share certificates representing such Shares, without bearing the
restrictive legend described in Section 7(b), shall be delivered by the


                                     - 13 -

<PAGE>


Company to the Participant or the Participant's estate, as the case may be, in
exchange for the share certificate or share certificates that contain such
restrictive legend.

          (iv) In the event of hardship or other special circumstances of a
Participant whose service with the Company is involuntarily terminated (other
than for Cause), the Board may, in its sole discretion, waive in whole or in
part any or all remaining restrictions with respect to such Participant's
Restricted Shares, based on such factors as the Board may deem appropriate.

          (v) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Shares subject to such Restriction Period, the
certificates for such Shares, without bearing the restrictive legend described
in Section 7(b), shall be promptly delivered by the Company to the Participant,
in exchange for the share certificate or share certificates that contain such
restrictive legend.

          (vi) In the event of a Change of Control, the Board, in its sole
discretion, may cause all Restricted Shares remaining subject to forfeiture to
immediately cease to be subject to forfeiture and a share certificate or shares
certificates representing such Shares, without bearing the restrictive legend
described in Section 7(b), shall be issued by the Company and delivered to the
Participant, in exchange for the share certificate or share certificates that
contain such restrictive legend.

     SECTION 8. Performance Awards.

     a. Awards and Administration. Performance Awards may be awarded either
alone or in addition to other awards granted under the Plan. Prior to award of a
Performance Award, the Board shall determine the nature, length and starting
date of the performance period (the "performance period") for each Performance
Award. Performance periods may overlap and Participants may participate
simultaneously with respect to Performance Awards that are subject to different
performance periods and/or different performance factors and criteria. Prior to
award of a Performance Award, the Board shall determine the performance
objectives to be used in awarding Performance Awards and determine the extent to
which such Performance Awards have been earned. Performance objectives may vary
from Participant to Participant and between groups of Participants and shall be
based upon such Company, business unit and/or individual performance factors and
criteria as the Board may deem appropriate, including, but not limited to,
earnings per Share or return on equity.

     At the beginning of each performance period, the Board shall determine for
each Performance Award subject to such performance period the range of dollar
values or number of Shares to be awarded to the Participant at the end of the
performance period if and to the extent that the relevant measure(s) of
performance for such Performance Award is (are) met. Such dollar values or
number of Shares may be fixed or may vary in accordance with such performance
and/or other criteria as may be specified by the Board, in its sole discretion.




                                     - 14 -

<PAGE>


     b. Adjustment of Awards. In the event of special or unusual events or
circumstances affecting the application of one or more performance objectives to
a Performance Award, the Board may revise the performance objectives and/or
underlying factors and criteria applicable to the Performance Awards affected,
to the extent deemed appropriate by the Board, in its sole discretion, to avoid
unintended windfalls or hardship.

     c. Termination of Service. Unless otherwise provided in the applicable
award agreements, if a Participant terminates service with the Company during a
performance period because of death, Disability or Retirement, such Participant
(or his estate) shall be entitled to a payment with respect to each outstanding
Performance Award at the end of the applicable performance period:

          (i) based, to the extent relevant under the terms of the award, upon
the Participant's performance for the portion of such performance period ending
on the date of termination and the performance of the applicable business
unit(s) for the entire performance period, and

          (ii) pro-rated, where deemed appropriate by the Board, for the portion
of the performance period during which the Participant was employed by or served
on the Board of the Company, all as determined by the Board, in its sole
discretion.

     However, the Board may provide for an earlier payment in settlement of such
award in such amount and under such terms and conditions as the Board deems
appropriate, in its sole discretion.

     Except as otherwise determined by the Board, if a Participant terminates
service with the Company during a performance period for any other reason, then
such Participant shall not be entitled to any payment with respect to the
Performance Awards subject to such performance period, unless the Board shall
otherwise determine, in its sole discretion.

     In the event of a Change of Control, the Board may, in its sole discretion,
cause all conditions applicable to a Performance Award to immediately terminate
and a share certificate or share certificates representing Shares subject to
such award, or cash, as the case may be, to be issued and/or delivered to the
Participant.

     d. Form of Payment. The earned portion of a Performance Award may be paid
currently or on a deferred basis, together with such interest or earnings
equivalent as may be determined by the Board, in its sole discretion. Payment
shall be made in the form of cash or whole Shares, including Restricted Shares,
either in a lump sum payment or in annual installments commencing as soon as
practicable after the end of the relevant performance period, all as the Board
shall determine at or after grant. If and to the extent a Performance Award is
payable in Shares and the full amount of such value is not paid in Shares, then
the Shares representing the portion of the value of the Performance Award not
paid in Shares shall again become available for award under the Plan, subject to
Section 3(b). A Participant whose



                                     - 15 -

<PAGE>


Performance Award is payable in Shares or Restricted Shares shall not have any
rights as a shareholder until such share certificate or share certificates have
been issued to such Participant, and, if requested, the Participant has given
the representation described in Section 13(a) hereof. Prior to any payment, the
Board shall certify that all of the performance goals or other material terms of
the award have been met.

     SECTION 9. Performance Shares.

     a. Awards and Administration. The Board shall determine the persons to whom
and the time or times at which Performance Shares shall be awarded, the number
of Performance Shares to be awarded to any such person, the duration of the
period (the "performance period") during which, and the conditions under which,
receipt of the Shares will be deferred, and the other terms and conditions of
the award in addition to those set forth below.

     The Board may condition the receipt of Shares pursuant to a Performance
Share award upon the attainment of specified performance goals or such other
factors or criteria as the Board shall determine, in its sole discretion.

     The provisions of Performance Share awards need not be the same with
respect to each Participant, and such awards to individual Participants need not
be the same in subsequent years.

     b. Terms and Conditions. Performance Shares awarded pursuant to this
Section 9 shall be subject to the following terms and conditions and such other
terms and conditions, not inconsistent with the terms of this Plan, as the Board
shall deem desirable:

          (i) Conditions. The Board, in its sole discretion, shall specify the
performance period during which, and the conditions under which, the receipt of
Shares covered by the Performance Share award will be deferred.

          (ii) Share Certificate. At the expiration of the performance period,
if the Board, in its sole discretion, determines that the conditions specified
in the Performance Share agreement have been satisfied, a share certificate or
share certificates evidencing the number of Shares covered by the Performance
Share award shall be issued and delivered to the Participant. A Participant
shall not be deemed to be the holder of Shares, or to have the rights of a
holder of Shares, with respect to the Performance Shares unless and until a
share certificate or share certificates evidencing such Shares are issued to
such Participant.

          (iii) Death, Disability or Retirement. Subject to the provisions of
the Plan, if a Participant terminates service with the Company during a
performance period because of death, Disability or Retirement, such Participant
(or his estate) shall be entitled to receive, at the expiration of the
performance period, a percentage of Performance Shares that is equal to the
percentage of the performance period that had elapsed as of the date of
termination, provided that the Board, in its sole discretion, determines that
the conditions specified in the Performance



                                     - 16 -

<PAGE>


Share agreement have been satisfied. In such event, a share certificate or share
certificates evidencing such Shares shall be issued and delivered to the
Participant or the Participant's estate, as the case may be.

          (iv) Termination of Service. Unless otherwise determined by the Board
at the time of grant, the Performance Shares will be forfeited upon a
termination of service during the performance period for any reason other than
death, Disability or Retirement.

          (v) Change of Control. In the event of a Change of Control, the Board
may, in its sole discretion, cause all conditions applicable to the Performance
Shares to immediately terminate and a share certificate or share certificates
evidencing Shares subject to the Share award to be issued and delivered to the
Participant.

     SECTION 10. Performance Units.

     a. Awards and Administration. The Board shall determine the persons to whom
and the time or times at which Performance Units shall be awarded, the number of
Performance Units to be awarded to any such person, the duration of the period
(the "performance period") during which, and the conditions under which, a
Participant's right to Performance Units will be vested, the ability of
Participants to defer the receipt of payment of such Performance Units, and the
other terms and conditions of the award in addition to those set forth below.

     A Performance Unit shall have a fixed dollar value.

     The Board may condition the vesting of Performance Units upon the
attainment of specified performance goals or such other factors or criteria as
the Board shall determine, in its sole discretion.

     The provisions of Performance Unit awards need not be the same with respect
to each Participant, and such awards to individual Participants need not be the
same in subsequent years.

     b. Terms and Conditions. Performance Units awarded pursuant to this Section
10 shall be subject to the following terms and conditions and such other terms
and conditions, not inconsistent with the terms of this Plan, as the Board shall
deem desirable:

          (i) Conditions. The Board, in its sole discretion, shall specify the
performance period during which, and the conditions under which, the
Participant's right to Performance Units will be vested.






                                     - 17 -

<PAGE>


          (ii) Vesting. At the expiration of the performance period, the Board,
in its sole discretion, shall determine the extent to which the performance
goals have been achieved, and the percentage of the Performance Units of each
Participant that have vested.

          (iii) Death, Disability or Retirement. Subject to the provisions of
this Plan, if a Participant terminates service with the Company during a
performance period because of death, Disability or Retirement, such Participant
(or the Participant's estate) shall be entitled to receive, at the expiration of
the performance period, a percentage of Performance Units that is equal to the
percentage of the performance period that had elapsed as of the date of
termination, provided that the Board, in its sole discretion, determines that
the conditions specified in the Performance Unit agreement have been satisfied,
and payment thereof shall be made to the Participant or the Participant's
estate, as the case may be.

          (iv) Termination of Service. Unless otherwise determined by the Board
at the time of grant, the Performance Units will be forfeited upon a termination
of service during the performance period for any reason other than death,
Disability or Retirement.

          (v) Change of Control. In the event of a Change of Control, the Board
may, in its sole discretion, cause all conditions applicable to Performance
Units to immediately terminate and cash representing the full amount of such
award to be paid to the Participant.

     SECTION 11. Amendments and Termination. The Board may amend, alter or
discontinue the Plan at any time, but no amendment, alteration or
discontinuation shall be made which would impair the rights of a Participant
with respect to an Option, SAR, Restricted Share, Performance Award, Performance
Share or Performance Unit which has been granted under the Plan, without the
Participant's consent, or which, without the approval of such amendment within
one year (365 days) of its adoption by the Board, by a majority of the votes
cast at a duly held shareholder meeting at which a quorum representing a
majority of the Company's outstanding voting shares is present (either in person
or by proxy), would:

     a. except as expressly provided in the Plan, increase the total number of
Shares reserved for the purposes of the Plan;

     b. change the persons or class of persons eligible to participate in the
Plan; or

     c. extend the maximum Option term under Section 5(b) of the Plan.

     The Board may substitute new Options for previously granted Options,
including previously granted Options having higher exercise prices.

     Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable tax laws and
accounting rules, as well as other developments.




                                     - 18 -

<PAGE>


    SECTION 12. Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Board may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Shares or payments in lieu of Shares or with respect
to awards hereunder.

     SECTION 13. General Provisions.

     a. The Board may require each person acquiring Shares or a Share-based
award under the Plan to represent to and agree with the Company in writing that
the Participant is acquiring the Shares or Share-based award for investment
purposes and without a view to distribution thereof and as to such other matters
as the Board believes are appropriate to ensure compliance with applicable
Federal and state securities laws. The certificate evidencing such award and any
securities issued pursuant thereto may include any legend which the Board deems
appropriate to reflect any restrictions on transfer and compliance with
securities laws.

     All certificates for Shares or other securities delivered under the Plan
shall be subject to such share-transfer orders and other restrictions as the
Board may deem advisable under the rules, regulations, and other requirements of
the Securities Act of 1933, as amended, the Exchange Act, any stock exchange
upon which the Shares are then listed, and any other applicable Federal or state
securities laws, and the Board may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     b. Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

     c. The adoption of the Plan shall not confer upon any employee of the
Company or a Subsidiary any right to continued employment with the Company or
such Subsidiary, nor shall it interfere in any way with the right of the Company
or such Subsidiary to terminate the employment of any of its employees at any
time.

     d. No later than the date as of which an amount first becomes includable in
the gross income of the Participant for Federal income tax purposes with respect
to any award under the Plan, the Participant shall pay to the Company, or make
arrangements satisfactory to the Board regarding the payment, of any Federal,
state or local taxes of any kind required by law to be withheld with respect to
such amount. Unless otherwise determined by the Board, the minimum required
withholding obligations may be settled with Shares, including Shares that are
part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company shall, to


                                     - 19 -

<PAGE>

the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.

     e. At the time of grant of an award under the Plan, the Board may provide
that the Shares received as a result of such grant shall be subject to a right
of first refusal, pursuant to which the Participant shall be required to offer
to the Company any Shares that the Participant wishes to sell, with the price
being the then Fair Market Value of the Shares, subject to such other terms and
conditions as the Board may specify at the time of grant.

     f. The reinvestment of distributions or dividends in additional Restricted
Shares (or in other types of Plan awards) at the time of any distribution or
dividend payment shall only be permissible if sufficient Shares are available
under Section 3 of the Plan for such reinvestment (taking into account then
outstanding Options and other Plan awards).

     g. The Board shall establish such procedures as it deems appropriate for a
Participant to designate a beneficiary to whom any amounts payable in the event
of the Participant's death are to be paid.

     h. The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of New
Jersey.

     SECTION 14. Effective Date of Plan. This Plan shall become effective on the
date that it is adopted by the Board; provided, however, that it shall not be an
Incentive Stock Option Plan if it is not approved, within one year (365 days) of
its adoption by the Board, by a majority of the votes cast at a duly held
shareholder meeting at which a quorum representing a majority of Company's
outstanding voting shares is present, either in person or by proxy. The Board
may make awards hereunder prior to approval of the Plan; provided, however, that
any and all Incentive Stock Options so awarded automatically shall be converted
into Non-Qualified Stock Options if the Plan is not approved by shareholders
within 365 days of its adoption.

     SECTION 15. Term of Plan. No Option, SAR, Restricted Share, Performance
Award, Performance Share or Performance Unit shall be granted pursuant to the
Plan on or after the tenth (10th) anniversary of the date of shareholder
approval of the Plan, but awards granted prior to such tenth (10th) anniversary
may extend beyond that date.


                                     - 20 -