EXHIBIT 99

J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN

AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1995

J.B. HUNT TRANSPORT SERVICES, INC.
LOWELL, ARKANSAS

                               TABLE OF CONTENTS
                               -----------------

ARTICLE/SECTION                                                            PAGE
- ---------------                                                            ----

PREAMBLE.................................................................    v

ARTICLE I - DEFINITIONS..................................................    1
        Section 1.01 - Non-Gender Clause.................................    1
        Section 1.02 - Accounts..........................................    1
        Section 1.03 - Affiliate.........................................    1
        Section 1.04 - Age...............................................    1
        Section 1.05 - Beneficiary.......................................    1
        Section 1.06 - Board of Directors................................    1
        Section 1.07 - Break in Service..................................    2
        Section 1.08 - Code..............................................    2
        Section 1.09 - Company...........................................    2
        Section 1.10 - Compensation......................................    2
        Section 1.11 - Deductible Employee Contribution Account..........    3
        Section 1.12 - Deductible Employee Contributions.................    3
        Section 1.13 - Effective Date....................................    3
        Section 1.14 - Employee..........................................    3
        Section 1.15 - Employer or Employers.............................    4
        Section 1.16 - Employer Matching Contribution Account............    4
        Section 1.17 - Employer Matching Contributions...................    4
        Section 1.18 - Employment (or Reemployment) Commencement Date....    4
        Section 1.19 - ERISA or Act......................................    4
        Section 1.20 - Forfeiture........................................    4
        Section 1.21 - Hour of Service...................................    4
        Section 1.22 - Normal Retirement Age.............................    6
        Section 1.23 - Participant.......................................    6
        Section 1.24 - Plan..............................................    6
        Section 1.25 - Plan Administrator................................    6
        Section 1.26 - Plan Year.........................................    6
        Section 1.27 - Retirement Committee..............................    6
        Section 1.28 - Rollover Account..................................    6
        Section 1.29 - Rollover Contributions............................    6
        Section 1.30 - Salary Reduction Contribution Account.............    6
        Section 1.31 - Salary Reduction Contributions....................    7
        Section 1.32 - Termination of Employment or Terminates Employment    7
        Section 1.33 - Totally and Permanently Disabled or Total and
                       Permanent Disability..............................    7
        Section 1.34 - Trust or Trust Agreement..........................    7
        Section 1.35 - Trust Fund........................................    7
        Section 1.35 - Trustee...........................................    7

                                                                         Page i

        Section 1.37 - Valuation Date...................................      7
        Section 1.38 - Years of Eligibility Service.....................      7
        Section 1.39 - Years of Vesting Service.........................      8

ARTICLE II - PARTICIPATION IN THE PLAN..................................      9
        Section 2.01 - Eligibility to Participate.......................      9
        Section 2.02 - Administrative Procedures........................      9
        Section 2.03 - Plan and Trust Binding...........................     10
        Section 2.04 - Duration of Participation........................     10

ARTICLE III - CONTRIBUTIONS.............................................     11
        Section 3.01 - Additional Definitions...........................     11
        Section 3.02 - Salary Reduction Contributions...................     16
        Section 3.03 - Employer Matching Contributions and Forfeitures..     17
        Section 3.04 - Rollover Contributions...........................     19
        Section 3.05 - Change/Suspension of Contributions...............     20
        Section 3.06 - Maximum Deductible Contributions; Mistaken and
                       Non-Deductible Contributions.....................     20
        Section 3.07 - Maximum Annual Additions.........................     20
        Section 3.08 - Corrective Adjustments...........................     21
        Section 3.09 - Mathematical Nondiscrimination Test for
                       Employer Matching Contributions; Disposition
                       of Excess Amounts................................     21
        Section 3.10 - Mathematical Nondiscrimination Test for Salary
                       Reduction Contributions; Disposition of Excess
                       Amounts..........................................     23

ARTICLE IV - ACCOUNTS OF PARTICIPANTS...................................     27
        Section 4.01 - Trust Fund Valuation.............................     27
        Section 4.02 - Adjustment of Accounts...........................     27
        Section 4.03 - Trustee's and Retirement Committee's
                       Determinations Binding...........................     27
        Section 4.04 - Investment of Accounts...........................     27

ARTICLE V - DISTRIBUTIONS UNDER THE PLAN................................     31
        Section 5.01 - Valuation of Accounts for Distribution...........     31
        Section 5.02 - Distributable Events; Vesting; Forfeitures.......     31
        Section 5.03 - Forms of Distribution............................     34
        Section 5.04 - Cash-Out of Benefits; Consent Requirement for
                       Immediately Distributable Benefits...............     34
        Section 5.05 - Restoration by the Employers.....................     35
        Section 5.06 - Withdrawals by Participants......................     36
        Section 5.07 - Loans to Participants............................     38
        Section 5.08 - Limitation on Timing of Distributions............     41
        Section 5.09 - Required Distributions...........................     41
        Section 5.10 - Alternate Payment of Death Benefits..............     42
        Section 5.11 - Distributions Under Qualified Domestic Relations
                       Orders...........................................     42
        Section 5.12 - Transfer of Interest.............................     43

                                                                        Page ii

ARTICLE VI - THE PLAN ADMINISTRATOR AND RETIREMENT COMMITTEE............     45
        Section 6.01 - Plan Administrator and Retirement Committee......     45
        Section 6.02 - Term and Compensation of Retirement Committee....     45
        Section 6.03 - Claims Procedure.................................     45
        Section 6.04 - Powers and Duties of the Retirement Committee....     46
        Section 6.05 - Directing Payments...............................     47
        Section 6.06 - Non-Discrimination...............................     47
        Section 6.07 - Legal Counsel....................................     47
        Section 6.08 - Indemnification..................................     47
        Section 6.09 - Required Vote; Records...........................     47

ARTICLE VII - THE TRUST FUND AND THE TRUSTEE............................     49
        Section 7.01 - Trust Agreement..................................     49
        Section 7.02 - Trust Fund.......................................     49
        Section 7.03 - Non-Reversion; Exclusive Benefit Clause..........     49
        Section 7.04 - Removal of Trustee...............................     49
        Section 7.05 - Powers of Trustee................................     49
        Section 7.06 - Trust Agreement Part of Plan.....................     49
        Section 7.07 - Trustee's Settlement of Accounts.................     49

ARTICLE VIII - AMENDMENT AND TERMINATION................................     50
        Section 8.01 - Amendment........................................     50
        Section 8.02 - Termination; Discontinuance of Contributions;
                       Partial Termination..............................     50
        Section 8.03 - Distribution of Accounts Upon Termination;
                       Discontinuance of Contributions; Partial
                       Termination......................................     50
        Section 8.04 - Amendment to Vesting Schedule....................     51

ARTICLE IX - MISCELLANEOUS PROVISIONS...................................     52
        Section 9.01 - Plan Merger, Consolidation or Transfer of Assets.     52
        Section 9.02 - Spendthrift Clause...............................     52
        Section 9.03 - Plan Voluntary...................................     52
        Section 9.04 - Reservation of Right to Suspend or Discontinue
                       Contributions....................................     52
        Section 9.05 - Non-Guarantee of Employment......................     52
        Section 9.06 - Governing Law....................................     53
        Section 9.07 - Facility of Payment..............................     53
        Section 9.08 - Fiduciaries......................................     53
        Section 9.09 - Allocation of Fiduciary Responsibilities.........     53
        Section 9.10 - Successor Employers..............................     53
        Section 9.11 - Missing Persons..................................     54
        Section 9.12 - Severability Clause..............................     54
        Section 9.13 - Text of Plan Document Controls...................     54
        Section 9.14 - Plan and Trust Expenses..........................     54

                                                                       Page iii

ARTICLE X - PARTICIPATION BY AFFILIATES OF THE COMPANY..................     55
        Section 10.01 - Adoption by Affiliates..........................     55
        Section 10.02 - Amendment.......................................     55

ARTICLE XI - TOP HEAVY PROVISIONS.......................................     56
        Section 11.01 - Additional Definitions..........................     56
        Section 11.02 - Application.....................................     58
        Section 11.03 - Special Vesting Rule............................     59
        Section 11.04 - Special Minimum Contributions...................     60

SIGNATURES..............................................................     61

Effective January 1, 1980, the Board of Directors of J.B. Hunt Transport, Inc. established the J.B. Hunt Employee Profit Sharing Plan (hereinafter referred to as the "Original Plan").

Effective January 1, 1987 (and effective November 1, 1987 with respect to provisions pertaining to the new Internal Revenue Code section 401(k) cash or deferred arrangement), J.B. Hunt Transport, Inc. amended and restated the Original Plan in its entirety to be known as the J.B. Hunt Employee Retirement Plan (the "Second Plan").

Effective January 1, 1989, J.B. Hunt Transport, Inc. amended and restated the Second Plan in its entirety, which plan continued to be known as the J.B. Hunt Employee Retirement Plan (the "Prior Plan").

J.B. Hunt Transport, Inc. has since adopted Amendment No. One to the Prior Plan, effective January 1, 1989.

On or about September 1, 1990, J.B. Hunt Transport Services, Inc. (hereinafter referred to as the "Company" or as an "Employer") assumed the role of Plan Sponsor.

By this agreement, generally effective January 1, 1995, the Company is adopting an amendment and restatement in its entirety of the Prior Plan which shall continue to be known as the J.B. Hunt Employee Retirement Plan (hereinafter referred to as the "Plan").

The purpose of the Plan is to provide additional incentive and retirement security for eligible employees of the company by permitting contributions to the Plan that are tax-deferred under section 401(k) of the Internal Revenue Code which will also be matched by contributions made by the employers.

It is intended that the Plan shall be approved and qualified by the Internal Revenue Service as a profit sharing plan which satisfies the pertinent requirements of the Internal Revenue Code with respect to employee plans and trusts (i) so that certain contributions made under the Plan shall be tax deferred under section 401(k) of the Internal Revenue Code, (ii) so that the employers may deduct for federal income tax purposes their contributions to the Trust Fund, (iii) so that the employer contributions so made and the income of the Trust Fund will not be taxable to the Participants as income until received, and (iv) so that the income of the Trust Fund shall be exempt from federal income tax.

It is also intended that the Plan, together with the Trust Agreement, shall satisfy any applicable requirements of the Employee Retirement Income Security Act of 1974, as amended by the Tax Equity and Fiscal Responsibility Act of 1982, the Tax Reform Act of 1984, the Retirement Equity

Act of 1984, the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation Act of 1989, the Omnibus Budget Reconciliation Act of 1990, the Unemployment Compensation Amendments Act of 1992 and the Omnibus Budget Reconciliation Act of 1993, and the Plan and Trust Agreement shall be interpreted, wherever possible, to comply with the terms of such acts and the applicable regulations and rulings issued thereunder.

The following terms, as used in the Plan, shall have the meaning specified in this Article I, unless a different meaning is clearly required by the context in which it is used:

(i) the Participant has no spouse at his death or the spouse cannot be located, or

(ii) his spouse to whom he is married to at his death upon proper notification agreed, in a writing witnessed by a notary public or authorized representative of the Retirement Committee acknowledging the effect of such election, to the designation of another Beneficiary and/or contingent Beneficiary, which could not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without further consent by the spouse),

the term Beneficiary shall mean the person or persons designated as such by the Participant in the latest written notice to the Retirement Committee on a form approved by the Retirement Committee. If any Beneficiary so designated predeceases the Participant, the provisions of Section 5.10 herein shall apply. The Participant shall have the right to change his Beneficiary from time to time in the manner hereinabove described.

Notwithstanding the above, a Participant shall not incur a Break in Service in the first Plan Year that he is not credited with more than five hundred (500) Hours of Service because of a "maternity or paternity absence" as defined in sections 410(a)(5)(E) and 411(a)(6)(E) of the Code, i.e., because of:

(i) pregnancy of an Employee;

(ii) birth of a child of an Employee;

(iii) placement of a child for adoption with an Employee; or

(iv) caring for a child during the period immediately following such a birth or placement.

To the extent not already credited under the Plan, in the case of a maternity or paternity absence, solely for purposes of determining whether or not an Employee has incurred a Break in Service, Hours of Service shall be credited to each such Employee hereunder based on the Hours of Service he would otherwise have been credited but for such absence, or in the case of which such hours cannot be determined, on the basis of eight (8) hours per day of such absence. The Hours of Service credited under this paragraph shall be credited (1) in the Plan Year in which the maternity or paternity absence begins if necessary to prevent a Break in Service in that period, or (2) in all other cases, in the following Plan Year.

Effective January 1, 1994, notwithstanding the definition of Compensation above to the contrary, the aggregate Compensation of any Participant which is in excess of one hundred fifty thousand dollars ($150,000) for any Plan Year shall not be recognized by the Plan in computing contributions

or benefits. Such one hundred fifty thousand dollar ($150,000) limit shall be adjusted for cost-of-living increases as provided in Code sections 401(a)(17) and 415(d).

IMPORTANT FAMILY MEMBER RULE FOR $150,000 COMPENSATION CAP: For purposes of applying the $150,000 limitation in the immediately preceding paragraph, in determining the Compensation of a Participant who is a Highly Compensated Employee [as defined in Section 3.01(h)] by reason of being a Five Percent (5%) Owner [as defined in Section 3.01(g)] or a member of the group consisting of the ten (10) Highly Compensated Employees paid the greatest Total Compensation [as defined in Section 3.01(k)] during the Plan Year, Compensation of such Employee shall include the Compensation of "family members" who are Participants. "Family members" as used herein shall mean the spouse of the Participant and any lineal descendants of the Participant who have not attained Age nineteen (19) before the close of the year. If such aggregated Compensation for the year exceeds the dollar limit, then the dollar limit applicable to each of the aggregated Participants' Compensation for such year will be $150,000, adjusted for cost-of-living increases, multiplied by a fraction, the numerator of which is such Participant's unlimited Compensation for such year and the denominator of which is the sum of all of the aggregate Participants' unlimited Compensation for such year.

(i) for the performance of duties for an Employer;

(ii) for other reasons not requiring the performance of duties, such as vacation, holiday, illness, incapacity (including disability), jury duty, or a paid leave of absence; or

(iii) as a result of a back pay award (irrespective of mitigation of damages), which has been awarded or agreed to by an Employer.

Hours of Service for the performance of duties shall be credited as of the date the duties were performed; Hours of Service for other reasons not requiring the performance of duties shall be credited to the period of periods for which the payment was made; Hours of Service resulting from a back pay award, to the extent not previously credited, shall be credited for the period or periods to which the award or agreement pertains.

The Hours of Service to be credited to an Employee under clause (i) and/or clause (iii) of the first paragraph of this section for which duties were performed shall be based upon the actual number of Hours of Service for which he is directly or indirectly compensated as hereinabove provided. In the case of Employees who are "drivers" (as defined in the employee records of the Employers), if such an Employee receives credit for at least one (1) Hour of Service during a week, in lieu of actual hours credited as determined herein, he shall be given a credit for forty-five (45) Hours of Service for each such week.

The number of Hours of Service to be credited to an Employee under clause (ii) and/or clause (iii) of the first paragraph of this section for which no duties were performed shall be calculated on the basis of the number of hours regularly scheduled for the performance of duties during the period of time for which he received compensation or a back pay award. In the case of the preceding sentence, if an Employee has no regular work schedule, the number of Hours of Service shall be calculated on the basis of an eight (8) hour day or forty (40) hour week. If an Employee receives direct or indirect compensation under clause
(ii) and/or clause (iii) of the first paragraph of this section for which no duties were performed that was not based upon "units of time," the Hours of Service to be credited shall be calculated pursuant to Department of Labor Regulation 2530.200b-2(b) and (c) or any successor thereto which may be promulgated by the Internal Revenue Service pursuant to the ERISA Reorganization Plan of 1978.

Hours of Service shall be credited for employment with other members of an affiliated service group (under section 414(m) of the Code), a controlled group of corporations (under section 414(b) of the Code), or a group of trades or businesses under common control (under 414(c) of the Code), of which the adopting Employer is a member. Hours of Service will also be credited for any individual considered a "leased employee" under section 414(n) of the Code.

Notwithstanding the foregoing:

(I) no more than five hundred one (501) Hours of Service shall be credited under clause (ii) and/or clause (iii) of the first paragraph of this section for any single continuous period during which no duties were performed for direct or indirect compensation by the Employee;

(II) no Hours of Service shall be credited under clause (ii) of the first paragraph of this section if the indirect compensation was paid pursuant to worker's compensation, unemployment compensation or disability insurance laws; and

(III) no Hours of Service shall be credited for any payment to an Employee which solely reimburses the Employee for medical or medically related expenses.

Notwithstanding the above, periods of employment with an Affiliate or other entity which is acquired or merged into an Employer or other Affiliate which would have constituted a Year of Eligibility Service had the Participant been employed by the Employers, shall be included as if such periods had been performed for the Employers. If a business entity becomes an Affiliate or is acquired or merged into an Employer after the Effective Date of the Plan, whether service with such entity prior to affiliation shall be considered for purposes of this Section 1.38 shall be determined by the Board of Directors in their sole and absolute discretion. A determination to grant such past

service credit shall be evidenced by affixing such Board of Directors' resolution to the Plan as an Appendix hereto.

A terminated Employee who satisfied the eligibility requirements for Plan participation before he Terminated Employment (but who Terminated Employment before he became a Participant) and who is reemployed by an Employer as an Employee shall be eligible to become a Participant on his Reemployment Commencement Date or the first day of the payroll period when he would have otherwise been eligible to become a Participant, whichever is later.

A terminated Employee who had not satisfied the eligibility requirements set forth in this Section 2.01 and who resumes his employment with an Employer shall be eligible to become a Participant in the Plan on the first day of the payroll period coincident with or next following the date he satisfies such requirements.

(i) his Termination of Employment; or

(ii) the date all Accounts, if any, to which he is entitled hereunder have been distributed to him from the Trust Fund.

(i) Salary Reduction Contributions;

(ii) Employer Matching Contributions;

(iii) any special nonelective contributions pursuant to Sections 3.09-3.10; and

(iv) amounts allocated to separate medical accounts under Code sections 415(l) and 419(A)(d)(2).

Annual Additions above are determined without regard to any Rollover Contributions to the Plan or to another qualified plan. Repayments of cash-outs and account restorations as provided under Section 5.05 hereof are not Annual Additions.

(i) the Participant's wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with an employer maintaining the Plan to the extent that the amounts are includable in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, reimbursements, and other expense allowances under a nonaccountable plan (as described in Treasury Regulation section 1.62-2(c));

(ii) in the case of a Participant who is an employee within the meaning of Code section 401(c)(1) and the regulations thereunder, the Participants earned income (as described in Code section 401(c)(2) and the regulations thereunder));

(iii) amounts described in Code sections 104(a)(3), 105(a) and 105(h), but only to the extent that these amounts are includable in the gross income of the employee;

(iv) amounts paid or reimbursed by the employer for moving expenses incurred by an employee, but only to the extent that at the time of payment it is reasonable to believe that these amounts are not deductible by the employee under Code section 217;

(v) the value of a nonqualified stock option granted to an employee by the employer, but only to the extent that the value of the option is includable in the gross income of the employee for the taxable year in which granted; and

(vi) the amount includable in the gross income of an employee upon making the election described in Code section 83(b).

Annual Compensation shall exclude:

(I) (a) contributions made by the employer to a plan of deferred compensation to the extent that, before the application of the Code section 415 limitations to that plan, the contributions are not includable in the gross income of the employee for the taxable year in which contributed,

(b) employer contributions made on behalf of an employee to a simplified employee pension plan described in Code section 408(k) to the extent such contributions are excludable from the employee's gross income, and

(c) any distributions from a plan of deferred compensation regardless of whether such amounts are includable in the gross income of the employee when distributed except any amounts received by an employee pursuant to an unfunded, nonqualified plan to the extent such amounts are includable in the gross income of the employee;

(II) amounts realized from the exercise of a nonqualified stock option or when restricted stock (or property) held by an employee either becomes freely transferrable or is no longer subject to a substantial risk of forfeiture;

(III) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(IV) other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includable in the gross income of the employee), or contributions made by the employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code section 403(b) (whether or not the contributions are excludable from the gross income of the employee).

For the purposes of this section, the determination of Annual Compensation shall be made by not including amounts that would otherwise be excluded from a Participant's gross income by reason of the application of Code sections 125, 402(a)(8) and 402(h)(1)(B).

Annual Compensation for any Limitation Year is the compensation actually paid or made available to an employee for such year.

(i) the amount of Employer Matching Contributions actually paid over to the Trust Fund on behalf of such considered Employee for the Plan Year, to

(ii) the considered Employee's Total Compensation for such portion of the Plan Year that he is considered a Participant hereunder.

IMPORTANT FAMILY MEMBER RULE FOR DETERMINING ACTUAL CONTRIBUTION PERCENTAGE OF THE PARTICIPANT: For purposes of determining the actual contribution percentage of a Highly Compensated Employee who is a Five Percent (5%) Owner or a member of the group consisting of the ten (10) Highly Compensated Employees paid the greatest Total Compensation during the Plan Year, Employer Matching Contributions and Total Compensation of such Employee shall include the Employer Matching Contributions and Total Compensation of Family Members, and such Family Members shall be disregarded in determining the actual contribution percentage for Non- Highly Compensated Employees.

Notwithstanding the above provisions of this Section 3.01(c), in accordance with the eighth (third to last) paragraph of Section 3.09 hereof, if Salary Reduction Contributions are employed in the mathematical nondiscrimination test for Employer Matching Contributions, then any Salary Reduction Contributions on behalf of each Participant so used shall be included with Employer Matching Contributions in determining the respective Participant's actual contribution percentage hereunder.

For purposes of this section, the ratio calculated for any Employee who is a Highly Compensated Employee for the Plan Year and who is eligible to have employee contributions or employer matching contributions allocated to his account under two or more plans described in section 401(a) of the Code that are maintained by an Employer or an Affiliate shall be determined as if all such contributions were made under a single plan. The preceding sentence shall not apply if such plans are not permitted to be aggregated by reason of Treasury Regulation section 1.401(m)-1(b)(3)(ii). Further, in the event that this Plan satisfies the requirements of section 401(a)(4) or
410(b) (other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of sections 401(a)(4) or 410(b) (other than section
410(b)(2)(A)(ii)) of the Code only if aggregated with this Plan, then the Average Contribution Percentage shall be determined by calculating the ratio for each Employee as if all such plans were a single plan. If two or more plans (including the Plan) are aggregated for purposes of Code section
401(m), the aggregated plans must also satisfy Code sections 401(a)(4) and 410(b) as though they were a single plan.

(i) the amount of Salary Reduction Contributions actually paid over to the Trust Fund on behalf of such considered Employee for the Plan Year, to

(ii) the considered Employee's Total Compensation for such portion of the Plan Year that he is considered a Participant hereunder.

IMPORTANT FAMILY MEMBER RULE FOR DETERMINING ACTUAL DEFERRAL PERCENTAGE OF THE PARTICIPANT: For purposes of determining the actual deferral percentage of a Highly Compensated Employee who is a Five Percent (5%) Owner or a member of the group consisting of the ten (10) Highly Compensated Employees paid the greatest Total Compensation during the Plan Year, Salary Reduction Contributions and Total Compensation of such Employee shall include the Salary Reduction Contributions and Total Compensation of Family Members, and such Family Members shall be disregarded in determining the actual deferral percentage for Non-Highly Compensated Employees.

For purposes of this section, the ratio calculated for any Employee who is a Highly Compensated Employee for the Plan Year and who is eligible to have salary reduction contributions allocated to his account under two or more plans or arrangements described in section 401(k) of the Code that are maintained by an Employer or an Affiliate shall be determined as if all such contributions were made under a single arrangement. The preceding sentence shall not apply if such plans are not permitted to be aggregated under Treasury Regulation section 1.401(k)-1(b)(3)(ii)(B) except as otherwise provided in Treasury Regulation section 1.401(m)-2(b)(1). Further, in the event that this Plan satisfies the requirements of section 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with one or more other plans, the Average Deferral Percentage shall be determined by calculating the ratio for each Employee as if all such plans were a single plan. If two or more plans (including the Plan) are aggregated for purposes of Code section 401(k), the aggregated plans must also satisfy Code sections 401(a)(4) and 410(b) as though they were a single plan.

(i) if an Employer (for purposes of this paragraph without regard to sections 414(b), 414(c) and 414(m) of the Code) is a corporation, any person who owns or is

considered as owning within the meaning of section 318 of the Code) more than five percent (5%) of the outstanding stock of the corporation or stock possessing more than five percent (5%) of the total combined voting power of the corporation, or

(ii) if an Employer is not a corporation, any person who owns more than five percent (5%) of the capital or profits interest in such Employer.

(i) was at any time a Five Percent (5%) Owner of the Employers;

(ii) received Total Compensation from the Employers in excess of seventy-five thousand dollars ($75,000) (or such amount as adjusted pursuant to section 415(d) of the Code);

(iii) received Total Compensation from the Employers in excess of fifty thousand dollars ($50,000) (or such amount as adjusted pursuant to section 415(d) of the Code) and was in the top-paid group consisting of the top twenty percent (20%) of the employees (considering all employees of the Employers) when ranked on the basis of Total Compensation during such year; or

(iv) was at any time an officer and received Total Compensation greater than fifty percent (50%) of the amount in effect under section 415(b)(1)(A) of the Code for such Plan Year. No more than fifty
(50) employees - or if lesser, the greater of three (3) employees or ten percent (10%) of the employees, shall be treated as officers. If, for any Plan Year, no officer of the Employers is described by this clause (iv), the highest paid officer of the Employers for such Plan Year shall be treated as an officer hereunder.

An employee shall not be considered a Highly Compensated Employee for purposes of clauses (ii), (iii) and (iv) above if they were a Highly Compensated Employee in the current Plan Year but they were not described in clause (ii), (iii) or (iv) for the preceding Plan Year (without regard to this paragraph) unless such employee is a member of the group consisting of the one hundred (100) employees paid the greatest Total Compensation during the Plan Year for which such determination is being made.

The following employees shall be excluded for purposes of determining who is in the top-paid group under clause (iii) above or the number of officers taken into account under clause (iv) above:

(I) employees who have not completed six (6) months of service;

(II) employees who normally work less than seventeen and one-half (17- 1/2) hours per week;

(III) employees who normally work during not more than six (6) months during any year;

(IV) employees who have not attained Age twenty-one (21); and

(V) employees who are included in a collective bargaining agreement between employee representatives and an Employer.

In addition, employees who are nonresident aliens and who receive no earned income (within the meaning of section 911(d)(2) of the Code) from an Employer which constitutes income from sources within the United States (within the meaning of section 861(a)(3) of the Code) shall be excluded for purposes of determining who is a Highly Compensated Employee herein.

Any former employee shall be treated as a Highly Compensated Employee if the employee was a Highly Compensated Employee when (i) he Terminated Employment, or (ii) attained Age fifty-five (55). In addition, as prescribed by the Secretary, an employee who performs only de minimis service for the Employer may be treated as separated from service for purposes of determining whether the employee is a Highly Compensated Employee.

Except as otherwise provided in this Section 3.01(g), the "Employers" referenced hereunder shall be aggregated under Code sections 414(b),
(c), (m), and (o) and treated as a single employer.

Notwithstanding the definition of Total Compensation above to the contrary, the aggregate Total Compensation of any Participant which is in excess of one hundred fifty thousand dollars ($150,000) for any Plan Year shall not be recognized by the Plan in computing the ACP and ADP tests. The "family member" rules as set forth in Section 1.10 shall apply to Total Compensation of the Participant. Such one hundred fifty thousand dollar ($150,000) limit shall be adjusted for cost-of-living increases as provided in Code sections 415(d) and 401(a)(17).

Participant's Compensation shall be reduced by an identical amount. Such Salary Reduction Contributions shall be deducted in approximately equal amounts over the covered pay periods during the Plan Year.

In the event that a Participant is also a participant in (i) another qualified cash or deferred arrangement [as defined in Code section
401(k)], (ii) a simplified employee pension [as defined in Code section
408(k)], or (iii) a salary reduction arrangement [within the meaning of Code section 3121(a)(5)(D)], and the elective deferrals [as defined in Code section 402(g)(3)] made under such other arrangement(s) and this Plan cumulatively exceed seven thousand dollars ($7,000) (as adjusted) for the Participant's taxable year, the Participant may, no later than March 1 following the close of his taxable year, notify the Retirement Committee in writing of such excess and request that his Salary Reduction Contributions be reduced by an amount specified by the Participant. The amount of the reduction shall be returned to the Participant as set forth above.

In the event excess Salary Reduction Contributions are returned to the Participant, the corresponding Employer Matching Contributions, if any, shall be forfeited and applied as provided in Section 3.03(c) hereof. To this end, the vesting provisions of the Plan applied to contributions of the Employers are conditioned on such Salary Reduction Contributions being permissible Salary Reduction Contributions.

practicable after the close of the Plan Year for which the contribution is to apply but not later than the time prescribed by law for the filing of the Employers' federal income tax returns plus any extensions thereof.

For purposes of this section, the term "applicable percentage" shall mean the percentage amount listed below:

PARTICIPANT'S SALARY REDUCTION    APPLICABLE MATCHING
CONTRIBUTION AMOUNT                  PERCENTAGE
------------------------------    -------------------
        First 1%                          100%

        Second 1%                          50%

        Third 1%                           50%

Section 5.05 hereof. Next, any remaining Forfeitures shall be used to offset Employer Matching Contributions for the next following Plan Year.

Amounts in a Participant's Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part, except as provided in Article V.

At Normal Retirement Age, or such other date when the Participant or his Beneficiary shall be entitled to receive benefits, the fair market value of the Participant's Rollover Account shall be used to provide additional benefits to the Participant or his Beneficiary. Any distribution of amounts held in a Participant's Rollover Account shall be made in a manner which is consistent with and satisfies the provisions of Article V, including, but not limited to, all notice and consent requirements of Code section 411(a)(11) and the regulations thereunder. Furthermore, such amounts shall be considered as part of a Participant's benefit in determining whether a cash-out of benefits without the Participant's consent may be made.

All amounts allocated to a Participant's Rollover Account may be treated as a directed investment pursuant to Section 4.04.

For purposes of this section, the term "qualified plan" shall mean any tax qualified plan under Code section 401(a). The term "amounts transferred from other qualified plans" shall mean: (i) distributions from another qualified plan which are eligible rollover distributions and which are either transferred by the Employee to this Plan within sixty (60) days following his receipt thereof or are transferred pursuant to a direct rollover; (ii) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which (A) were previously distributed to the Employee by another qualified plan as a lump-sum distribution, (B) were eligible for tax-free rollover to a qualified plan, and
(C) were deposited in such conduit individual retirement account within sixty
(60) days of receipt thereof and other than earnings on said assets; and (iii) amounts distributed to the Employee from a conduit individual retirement account meeting the requirements of clause (ii) above, and transferred by the Employee to this Plan within sixty (60) days of his receipt thereof from such conduit individual retirement account.

Prior to accepting any rollovers to which this section applies, the Retirement Committee may require the Employee to establish that the amounts to be transferred to this Plan meet the requirements of this section and may also require the Employee to provide an opinion of counsel satisfactory to the Employer that the amounts to be transferred meet the requirements of this section.

(i) in no event shall an Employer be obligated to make a contribution for a Plan Year in excess of the maximum amount deductible under section 404(a)(3)(A) of the Code, or any statute or rule of similar import except, however, to the extent necessary to provide the top heavy minimum allocations, the Employers shall make a contribution even if it exceeds the amount that is deductible under Code section 404(a)(3)(A); and

(ii) notwithstanding any other provisions of the Plan or the Trust Agreement, each contribution hereunder is conditioned upon the deductibility of such contribution under section 404 of the Code and shall be returned to the Employers within one (1) year if such deduction is disallowed (to the extent of the disallowance). If an Employer makes a contribution due to a good faith mistake of fact, the Employer reserves the right to withdraw any such contribution, provided, such withdrawal occurs within one (1) year of the mistaken contribution.

If an Employer does not choose to withdraw any mistaken contribution amount, it shall be applied as an Employer Matching Contribution for the next Plan Year for which such Employer would otherwise make a contribution hereunder.

IF THE AVERAGE CONTRIBUTION                        THE AVERAGE CONTRIBUTION
 PERCENTAGE OF THE NON-HIGHLY                      PERCENTAGE OF THE HIGHLY
 COMPENSATED EMPLOYEE IS                         COMPENSATED EMPLOYEES CAN BE

Less than 2%                     Up to the ACP of the eligible Non-Highly Compensated Employees
                                 multiplied by 2

2% but not more than 8%          Up to the ACP of the eligible Non-Highly Compensated Employees
                                 plus 2%

More than 8%                     Up to the ACP of the eligible Non-Highly Compensated Employees
                                 multiplied by 1.25

For purposes of this section, an "eligible" Highly Compensated Employee and "eligible" Non-Highly Compensated Employee is any such Employee who is directly or indirectly eligible to receive an allocation of matching contributions or to make employee contributions (if permitted under the Plan) and includes: (1) an Employee who would be a Plan Participant but for the failure to make required contributions; (2) an Employee whose right to make employee contributions or receive matching contributions has been suspended because of an election (other than certain one-time elections) not to participate; and (3) an Employee who cannot make an employee contribution or receive a matching contribution because Code section 415(c)(1) or Code section 415(e) prevents the employee from receiving additional annual additions. In the case of an eligible Employee who makes no employee contributions and who receives no matching contributions, the contribution ratio that is to be included in determining the ACP is zero.

SEE SECTION 3.10 FOR THE SPECIAL PROHIBITED MULTIPLE USE RULE.

During each Plan Year, the Retirement Committee shall monitor the Average Contribution Percentages of the eligible Highly Compensated Employees and eligible Non-Highly Compensated Employees for such Plan Year. Further, notwithstanding the provisions of Section 3.03 hereof to the contrary, if necessary, the Employers shall have the sole and absolute discretion to declare a special nonelective contribution to the Plan allocable only to the participating Non-Highly Compensated Employees in the ratio that each such Participant's Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year. In the event that as of the close of the Plan Year "excess contributions" remain, the Retirement Committee, consistent with regulations published by the Secretary of the Treasury or its delegate, shall distribute the excess vested Employer Matching Contributions, plus earnings thereon (for the applicable Plan Year and the "gap period" as determined in the following four paragraphs), to the participating Highly Compensated Employees as may be necessary to meet the Average Contribution Percentage test herein. In distributing vested Employer Matching Contributions, first, the actual contribution ratio of the Highly Compensated Employee with the highest ratio is reduced to the extent necessary to satisfy the ACP test or, if not satisfied, to cause such ratio to equal the actual contribution ratio of the Highly Compensated Employee with the next highest ratio. Second, this process is repeated until the ACP test is satisfied. The determination and correction of excess contributions of a Highly Compensated Employee whose actual contribution ratio is determined under the family aggregation rules of Section 3.01(c), is accomplished by reducing the actual contribution ratio as required under this paragraph and allocating the excess contributions for the family group among the Family Members in proportion to the contributions of each Family Member that are combined herein to determine the actual contribution ratio. Any nonvested excess Employer Matching Contributions and earnings thereon shall be treated as a "forfeiture" and applied under Section 3.03(c) hereof for the Plan Year in which such excess nonvested Employer Matching Contribution arises; provided, however, that any forfeitures hereunder shall not inure to the benefit of a Highly Compensated Employee affected by a reduction in his contributions by reason of the operation of this section.

The Retirement Committee may use any reasonable method for computing the income (or loss) allocable to excess contributions, provided that the method does not violate Code section 401(a)(4), is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan (under Section 4.02 hereof) for allocating income to Participants' Accounts.

If the method in the preceding paragraph is not used, the Plan may allocate income to excess contributions by multiplying the income for the Plan Year (and the "gap period" -- the period between the end of the Plan Year and the date of distribution of the excess contributions) allocable to the excess contributions by a fraction. The numerator of the fraction is the excess contributions for the Participant for the Plan Year. The denominator of the fraction is equal to the sum of:

(1) the total account balance of the Participant attributable to or Employer Matching Contributions as of the beginning of the Plan Year; plus

(2) the Employee's Employer Matching Contributions for the Plan Year and for the gap period if gap period income is allocated.

Notwithstanding the preceding paragraph, the Retirement Committee may choose to follow a safe harbor method for calculating gap income. Under this method, income on excess contributions for the gap period is equal to ten percent (10%) of the income allocable to excess contributions for the Plan Year (calculated under the method described in the foregoing paragraph), multiplied by the number of calendar months that have elapsed since the end of the Plan Year. For purposes of calculating the number of calendar months that have elapsed under the safe harbor method, a corrective distribution that is made on or before the fifteenth (15th) day of the month is treated as made on the last day of the preceding month. A distribution made after the fifteenth (15th) day of the month is treated as made on the first (1st) day of the next month.

The income allocable to excess contributions, for purposes of this section shall include all earnings and appreciation, including such items as interest, dividends, rent, royalties, gains from the sale of property, appreciation in the value of stock, bonds, annuity and life insurance contracts, and other property, without regard to whether or not such appreciation has been realized.

Notwithstanding the above provisions of this section to the contrary, to the extent considered appropriate by the Retirement Committee, for any Plan Year it may employ any or all "excess" Salary Reduction Contributions under the Plan to be considered in the mathematical nondiscrimination test set forth herein provided the requirements of Treasury Regulation section 1.401(k)-1(b)(4)(ii) and section 1.401(m)-1(b)(5)(i)-(v) are satisfied.

Failure to correct excess contributions by the close of the Plan Year following the Plan Year for which they were made will cause the Plan to fail to satisfy the requirements of Code section 401(a)(4) for the Plan Year for which the excess contributions were made and for all subsequent years they remain uncorrected. Also, the Employers will be liable for a ten percent (10%) excise tax on the amount of excess contributions unless they are corrected within 2 1/2 months after the close of the Plan Year for which they were made.

Any special nonelective contributions made pursuant to the terms of this section shall be allocated to a special subaccount of the Participant's Salary Reduction Contribution Account and shall be subject to the special vesting requirements and withdrawal limitations as set forth in Treasury Regulation section 1.401(k)- 1(g)(13)(iii) and this Plan.

    IF THE AVERAGE DEFERRAL                     THE AVERAGE DEFERRAL PERCENTAGE
 PERCENTAGE OF THE NON-HIGHLY                     OF THE HIGHLY COMPENSATED
 COMPENSATED EMPLOYEE IS                               EMPLOYEES CAN BE

Less than 2%                     Up to the ADP of the eligible Non-Highly Compensated Employees
                                 multiplied by 2

2% but not more than 8%          Up to the ADP of the eligible Non-Highly Compensated Employees
                                 plus 2%

More than 8%                     Up to the ADP of the eligible Non-Highly Compensated Employees
                                 multiplied by 1.25

For purposes of this section, an "eligible" Highly Compensated Employee is any such Employee who is directly or indirectly eligible to make Salary Reduction Contributions under the Plan for all or a portion of a Plan Year and includes:
(1) an Employee who would be a Plan Participant but for the failure to make required contributions; (2) an Employee whose eligibility to make Salary Reduction Contributions has been suspended because of an election (other than certain one-time elections) not to participate, a distribution, or a loan; and,
(3) an employee who cannot defer because of the Code section 415 limits on annual additions. In the case of an eligible Employee who makes no Salary Reduction Contributions the deferral ratio that is to be included in determining the ADP is zero.

SPECIAL PROHIBITED MULTIPLE USE RULE: Notwithstanding the ADP limitations set forth in the above table, in the event of "multiple use," certain additional ADP limitations may apply as set forth in this paragraph. Before application of the multiple use rule herein, the ADP and ACP of the Highly Compensated Employees are determined after any corrections required to meet the ADP and ACP tests as otherwise set forth in Section 3.09 and this section. Multiple use occurs if both the ADP and ACP of the Highly Compensated Employees exceeds 1.25 multiplied by the ADP and ACP of the Non-Highly Compensated Employees, respectively. If multiple use occurs and if the sum of the ADP and ACP of the eligible Highly Compensated Employees exceeds the "Aggregate Limit," then the ADP of the Highly Compensated Employees shall be reduced hereunder (beginning with such Highly Compensated Employee whose ADP is the highest) so that the Aggregate Limit is not exceeded. The amount by which each Highly Compensated Employee's deferral percentage is reduced shall be treated as an excess contribution and distributed in accordance with the provisions of the following paragraph. For purposes of this paragraph, the term "Aggregate Limit" shall mean the greater of:

(i) the sum of (1) 1.25 times the greater of the ADP or the ACP of the eligible Non-Highly Compensated Employees for the Plan Year, and (2) two (2) percentage points plus the lesser of the ADP or the ACP of the eligible Non-Highly Compensated Employees for the Plan Year (but in no event, however, may this amount exceed twice the lesser of the ADP or the ACP of the eligible Non-Highly Compensated Employees for the Plan Year); or

(ii) the sum of (1) 1.25 times the lesser of the ADP or the ACP of the eligible Non-Highly Compensated Employees for the Plan Year, and (2) two (2) percentage points plus the greater of the ADP or the ACP of the eligible Non-Highly Compensated Employees for the Plan Year (but in no event, however, may this amount exceed twice the greater of the ADP or the ACP of the eligible Non-Highly Compensated Employees for the Plan Year).

During each Plan Year, the Retirement Committee shall monitor the Average Deferral Percentages of the eligible Highly Compensated Employees and eligible Non-Highly Compensated Employees for such Plan Year and may make prospective adjustments in the Salary Reduction Contributions of the eligible Highly Compensated Employees as may be necessary to meet the Average Deferral Percentage test herein. Further, notwithstanding the provisions of Section 3.03 hereof to the contrary, if necessary, the Employers shall have the sole and absolute discretion to declare a special nonelective contribution to the Plan allocable only to the participating Non-Highly Compensated Employees in the ratio that each such Participant's Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year. In the event that as of the close of the Plan Year "excess contributions" remain, the Retirement Committee, consistent with regulations published by the Secretary of the Treasury or its delegate, shall cause a distribution of the excess Salary Reduction Contributions, including earnings thereon (for the applicable Plan Year and the "gap period" as determined in the following four paragraphs), to the participating Highly Compensated Employees as may be necessary to meet the Average Deferral Percentage test herein. In returning any excess Salary Reduction Contributions, first, the actual deferral ratio of the Highly Compensated Employee with the highest ratio is reduced to the extent necessary to satisfy the ADP test or, if not satisfied, to cause such ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next highest ratio. Second, this process is repeated until the ADP test is satisfied. The determination and correction of excess contributions of a Highly Compensated Employee whose actual deferral ratio is determined under the family aggregation rules of section 3.01(d) is accomplished by reducing the actual deferral ratio as required under this paragraph and allocating the excess contributions for the family group among the Family Members in proportion to the Salary Reduction Contributions of each Family Member that is combined to determine the actual deferral ratio. Further, in the event any excess Salary Reduction Contributions are returned to the Participant which have been matched by Employer Matching Contributions, such Salary Reduction Contributions and Employer Matching Contributions shall be reduced proportionately until the ADP test is satisfied. Any Employer Matching Contributions arising under the preceding sentence shall be forfeited and applied under Section 3.03(c) hereof. To the extent excess deferrals have been returned to the affected Highly Compensated Employee under
Section 3.02(b) hereof for the taxable year ending in the Plan Year under consideration, any excess Salary Reduction Contributions on behalf of the Highly Compensated Employee to be returned under this paragraph shall be reduced accordingly.

The Retirement Committee may use any reasonable method for computing the income (or loss) allocable to excess contributions, provided that the method does not violate Code section 401(a)(4), is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan (under Section 4.02 hereof) for allocating income to Participants' Accounts.

If the method in the preceding paragraph is not used, the Plan may allocate income to excess contributions by multiplying the income for the Plan Year (and the "gap period" -- the period between the end of the Plan Year and the date of distribution of the excess contribution) allocable to the excess contributions by a fraction. The numerator of the fraction is the excess contributions for the Participant for the Plan Year. The denominator of the fraction is equal to the sum of:

(1) the total account balance of the Participant attributable to Salary Reduction Contributions as of the beginning of the Plan Year; plus

(2) the Employee's Salary Reduction Contributions for the Plan Year and for the gap period if gap period income is allocated.

Notwithstanding the preceding paragraph, the Retirement Committee may choose to follow a safe harbor method for calculating gap income. Under this method, income on excess contributions for the gap period is equal to ten percent (10%) of the income allocable to excess contributions for the Plan Year (calculated under the method described in the foregoing paragraph), multiplied by the number of calendar months that have elapsed since the end of the Plan Year. For purposes of calculating the number of calendar months that have elapsed under the safe harbor method, a corrective distribution that is made on or before the fifteenth (15th) day of the month is treated as made on the last day of the preceding month. A distribution made after the fifteenth (15th) day of the month is treated as made on the first (1st) day of the next month.

The income allocable to excess contributions, for purposes of this section, shall include all earnings and appreciation, including such items as interest, dividends, rent, royalties, gains from the sale of property, appreciation in the value of stock, bonds, annuity and life insurance contracts, and other property, without regard to whether such appreciation has been realized.

Failure to correct excess contributions by the close of the Plan Year following the Plan Year for which they were made will cause the cash of deferred arrangement to fail to satisfy the requirements of Code section 401(k)(3) for the Plan Year for which the excess contributions were made and for all subsequent years they remain in the Trust. Also, the Employers will be liable for a ten percent (10%) excise tax on the amount of excess contributions unless they are corrected with 2 1/2 months after the close of the Plan Year for which they were made.

Any special nonelective contributions made pursuant to the terms of this section shall be allocated to a special subaccount of the Participant's Salary Reduction Contribution Account and shall be subject to the special vesting requirements and withdrawal limitations as set forth in Treasury Regulation section 1.401(k)- 1(g)(13)(iii) and this Plan.

Any payment of interest on a Participant loan shall be allocated to the subaccount or account, as applicable, of the Participant to whom the loan was made in accordance with the proportionate reduction in their Accounts in order to fund said loan.

The Accounts of each affected Participant shall be increased by the periodic allocation of any Salary Reduction Contributions, Employer Matching Contributions, Rollover Contributions and any special nonelective contributions made pursuant to the respective provisions of Sections 3.02, 3.03, 3.04, 3.09 and 3.10 hereof.

(i) J.B. Hunt Stock Fund, consisting primarily of J.B. Hunt common stock and such amount of cash as, in the Trustee's sole discretion, is too small to be reasonably invested in such stock. The Trustee is hereby explicitly authorized to acquire and hold J.B. Hunt common stock. Any and all investments, reinvestments or purchases shall be made at prices not in excess of the current fair market value of the J.B. Hunt common stock at the time of such purchase or investment;

(ii) Equity Funds, consisting primarily of investment in common stock and other equity securities; and

(iii) GIC funds, consisting primarily of guaranteed investment contracts issued by insurance carriers, but may also consist from time to time of bank investment contracts, interest bearing accounts, certificates of deposit, or bonds, debentures and other evidences of indebtedness issued by corporations and governmental units;

(iv) Bond Funds, consisting primarily of investment in corporate bonds, debentures, trust certificates, acceptances, bills of exchange, U.S. Treasury Bills, U.S. Treasury Notes, U.S. Treasury Bonds, U.S. Government obligations, commercial paper, notes, mortgages, bank investment contracts and/or guaranteed investment contracts;

(v) Balanced Funds, consisting primarily of investment in common or capital stocks, preferred stocks, preferred stocks convertible into common or capital stocks, equity instruments which represent ownership in real estate properties including investment limited partnerships, international (or foreign) equities, gold related equities, corporate bonds, debentures, U.S. Treasury Notes, U.S. Treasury Bonds, U.S. Government obligations, notes, mortgages, bank investment contracts and/or guaranteed investment contracts;

(vi) Money Market Funds, consisting primarily of investment in master notes, federal or state chartered bank or savings association certificates of deposit (both domestic and Eurodollar), U.S. Treasury Bills, U.S. Treasury Notes, U.S. Government agency obligations, commercial paper, bank investment contracts and guaranteed investments contracts; and

(vii) International Funds, consisting primarily of investment in diversified equity securities of foreign issuers, but may also from time to time be invested in U.S. domestic common stocks or foreign and U.S. domestic bonds and debentures.

All current contributions and Accounts shall be partitioned as hereinafter provided.

Any such direction shall be made within the time frame, and in such manner or other method as determined appropriate by the Retirement Committee and communicated to each Employee prior to his eligibility for participation in the Plan. Such direction shall be subject to any applicable securities laws and regulations thereunder or rules and procedures set forth by the Company to comply with applicable securities laws. In the absence of any proper direction, all contributions shall at all times be invested in the Guaranteed Interest Account.

Any special nonelective contributions pursuant to Sections 3.09-3.10 shall be invested in the same manner (and percentage) as Salary Reduction Contributions.

A Participant may change in the aggregate the investment of his future Employer Matching Contributions, Rollover Contributions and Salary Reduction Contributions, if any, in increments of one percent (1%) so that the total of his investment directions to the investment funds equal one hundred percent (100%).

Any such change pursuant to this section shall be made within the time frame, and in such manner or other method as determined appropriate by the Retirement Committee, and communicated in advance to each Participant. Such direction shall be subject to any applicable securities laws and regulations thereunder or rules and procedures set forth by the Company to comply with applicable securities laws.

shall be appropriately allocated to the Accounts of the affected Participant or Beneficiary.

Any required distribution under Section 5.09 hereof shall be based on the Valuation Date immediately preceding the date of distribution.

YEARS OF VESTING SERVICE                        VESTED PERCENTAGE
----------------------------------------------  ------------------
    Less than 3                                          0%

    3 but less than 4                                   50%

    4 but less than 5                                   75%

    5 or more                                          100%


   APPLICABLE TO PARTICIPANTS WHO DO NOT HAVE AN HOUR OF SERVICE
   ---------------------------------------------------------------
   AFTER DECEMBER 31, 1994:
   ---------------------------------------------------------------

YEARS OF VESTING SERVICE                        VESTED PERCENTAGE
----------------------------------------------  -----------------
    Less than 3                                          0%

    3 but less than 4                                   20%

    4 but less than 5                                   40%

    5 but less than 6                                   60%

    6 but less than 7                                   80%

    7 or more                                          100%

Notwithstanding the above vesting schedule, a Participant's Employer Matching Contribution Account will become one hundred percent (100%) vested and nonforfeitable when he reaches his Normal Retirement Age, provided he is still employed by the Employers on that date.

If a Participant who has Terminated Employment is reemployed as an Employee prior to his Normal Retirement Age and prior to receiving a distribution hereunder, then he shall resume standing to his Accounts (as set forth in the third paragraph of Section 5.05) and shall not be entitled to a distribution under the Plan on account of his earlier Termination of Employment.

Furthermore and notwithstanding the above provisions of this section, upon termination of this Plan without establishment or continued maintenance of a successor defined contribution plan (other than an ESOP or simplified employee pension plan as defined in Code section 408(k)), within the period ending twelve (12) months after distribution of all assets from the Plan, the provisions of Section 8.02 and 8.03 shall apply and distribution may be made hereunder on account of such event. Upon (i) the sale by an Employer or an Affiliate of substantially all of the assets (within the meaning of section 409(d)(2) of the Code) used by such Employer or Affiliate in a trade or business with respect to a Participant who continues employment with the corporation acquiring such assets, or (ii) the sale by an Employer (or an Affiliate) of the Employer's (or Affiliate's) interest in a subsidiary (within the meaning of section 409(d)(3) of the Code) with respect to a Participant who continues employment with such subsidiary, if the seller continues the Plan (and the purchaser does not

maintain the Plan after disposition), for distribution purposes herein the affected Participant shall be considered to have Terminated Employment and his Accounts shall be paid to him at such time and in such manner as provided under this section and Section 5.01. The operation of this paragraph shall in no way prohibit the Retirement Committee or Company from making a determination that there has been a partial termination of the Plan as set forth in Section 8.03 hereof.

If a Participant Terminates Employment and is zero percent (0%) vested in his Employer Matching Contribution Account, such Participant shall be deemed to be "cashed-out" immediately upon such Termination of Employment and the provisions of clause (ii) of the immediately preceding paragraph shall apply whereupon the Participant's Employer Matching Contribution Account shall become a Forfeiture. If such Participant resumes employment with the Employers prior to incurring five (5) consecutive Breaks in Service, the restoration provisions of Section 5.05 hereof shall apply.

separate pre-five (5) consecutive Breaks in Service Employer Matching Contribution Account.

A Participant who has part or all of his Accounts invested in the J.B. Hunt Stock Fund may, in lieu of receiving a lump sum cash payment, elect to receive all amounts payable from such fund in whole shares of J.B. Hunt common stock. The value of any partial shares will be paid in cash.

The provisions of Sections 5.01(a) or 5.01(b), as applicable, shall apply to determine the value of the Participant's distributable Accounts.

Any distribution to a Participant who has a benefit which exceeds, or has ever exceeded, three thousand five hundred dollars ($3,500) shall require such Participant's consent if such distribution occurs prior to his Normal Retirement Age. With regard to this required consent:

(i) no consent shall be valid unless the Participant has received a general description of the material features and an explanation of the relative values of the optional forms of benefit available under the Plan that would satisfy the notice requirements of Code section 417;

(ii) the Participant must be informed of his right to defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 5.09 hereof;

(iii) notice of the rights specified under this paragraph shall be provided no less than thirty (30) days and no more than ninety
(90) days before the first day on which all events have occurred which entitle the Participant to such benefit;

(iv) written consent of the Participant to the distribution must not be made before the Participant receives the notice and must not be made more than ninety (90) days before the first day on which all events have occurred which entitle the Participant to such benefit; and

(v) no consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution.

Prior to Normal Retirement Age, if the Participant (who is no longer an employee) makes a valid election under this section, he shall receive payment of his vested Accounts in accordance with the timing of such election as set forth in Section 5.01(a). If the Participant (who is no longer an employee) attains Normal Retirement Age and has not received a complete distribution of his vested Accounts, the provisions of Section 5.01(b) shall apply to cause a distribution to the Participant as soon as reasonably practicable.

Notwithstanding the above provisions of this Section 5.04(b), if a distribution hereunder is one to which sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than thirty
(30) days after the notice required under section 1.411(a) - 11(c) of the Income Tax Regulations is given, provided that:

(1) the Retirement Committee clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a direct rollover of his distribution, and

(2) the Participant, after receiving the notice, affirmatively elects a distribution.

In such event, the amounts that were credited to his Employer Matching Contribution Account (and "employer profit sharing contribution account," if any) which were treated as a Forfeiture shall be reinstated (no later than the December 31 Valuation Date of the Plan Year in which his repayment

occurs) by the Employers first using any Forfeitures available under Section 3.03(c) hereof, and then by paying to the Trustee such sums as shall be necessary to restore his Employer Matching Contribution Account (and "employer profit sharing contribution account," if any) to its value as of the date of the Forfeiture reallocation (i.e., the Valuation Date considered in the Plan Year in which he received the qualifying distribution).

If a Participant who Terminated Employment is reemployed prior to receiving a distribution from his Employer Matching Contribution Account (and "employer profit sharing contribution account," if any) qualifying under Section 5.02(b)(ii) hereof, and prior to incurring five (5) consecutive Breaks in Service which permit a Forfeiture under Section 5.02(b)(i) hereof, and who again becomes a Participant in the Plan, then, in such event, he shall resume standing to his Employer Matching Contribution Account.

If a zero percent (0%) vested Participant who Terminated Employment is reemployed prior to incurring five (5) consecutive Breaks in Service, and who previously incurred a Forfeiture under Section 5.02(b)(ii) hereof, and who again becomes a Participant in the Plan, then, in such event, he shall be restored to his Employer Matching Contribution Account (no later than the Valuation Date ending with the Plan Year in which his reemployment occurs) valued as of the Valuation Date considered for distribution upon his Termination of Employment, such restoration to occur by the Employers first using any Forfeitures available under Section 3.03(c) hereof, and then by paying to the Trustee such sums as shall be necessary to restore such Account to its value as of such date.

Amounts withdrawn pursuant to this Section 5.06(a) may not be repaid to the Trust Fund.

Amounts withdrawn pursuant to this Section 5.06(b) may not be repaid to the Trust Fund.

The Retirement Committee shall authorize a hardship withdrawal only upon a finding that the withdrawal is necessary to enable the Participant to meet unusual or special situations in his financial affairs which result in an immediate and heavy financial need. Further, any distribution hereunder may not exceed the amount required to meet the immediate financial need created and that such amount is not available from other resources reasonably available to the Participant. Upon such finding, the Retirement Committee shall direct the Trustee to make the appropriate distribution in a lump sum as soon as practicable.

An "extreme financial hardship" shall only be recognized with respect to a Participant as necessary to enable the Participant to meet unusual or special situations which result in an immediate and heavy financial need if the withdrawal request is on account of:

(i) medical expenses described in Code section 213(d) incurred by the Participant, the Participant's spouse, or any dependents of the Participant (as defined in Code section 152) or necessary for those persons to obtain medical care described in Code section 213(d);

(ii) costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(iii) payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, his or her spouse, children, or dependents (as defined in Code section 152);

(iv) payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant's principal residence; or

(v) such other events as may be determined by Commissioner of Internal Revenue Service through revenue rulings, notices or other documents of general applicability.

The Retirement Committee shall make a determination on the basis of all relevant facts and circumstances that the distribution is of an amount necessary to satisfy the immediate and heavy financial need and that it is not available from other resources of the Participant. For purposes of this paragraph, the Participant's resources are deemed to include those assets of

the Participant's spouse and minor children that are reasonably available to the Participant. Thus, for example, a vacation home owned by the Participant and the Participant's spouse, whether as community property, joint tenants, tenants by the entirety or tenants in common, generally will be deemed a resource of the Participant. However, property held for the Participant's child under an irrevocable trust or under the Uniform Gifts to Minors Act is not treated as a resource of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution.

A distribution will be recognized as necessary to satisfy an immediate and heavy financial need only if, in the judgment of the Retirement Committee, all of the following requirements are met:

(1) the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution;

(2) the Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available from all plans maintained by the Employers;

(3) the Plan, by the terms of this paragraph, suspends a Participant's right to make Salary Reduction Contributions to the Plan for twelve (12) months after receipt of the hardship distribution. The Plan, by the terms of this paragraph, shall suspend a Participant's right to make Salary Reduction Contributions to the Plan until the first payroll period following twelve (12) months after receipt of the hardship distribution. The Retirement Committee shall determine that a similar suspension is imposed by all other plans maintained by the Employers. In the event more than one (1) distribution is made hereunder within a twelve (12) month period, the suspension period shall not be tacked to the remaining portion of the prior suspension period but rather shall start anew; and

(4) the Plan, by the terms of this paragraph, restricts a Participant's right to make Salary Reduction Contributions to the Plan in the taxable year following the taxable year of the hardship distribution to an amount equal to the applicable limit under Code section 402(g) reduced by the Participant's Salary Reduction Contributions in the taxable year of the hardship distribution. The term "taxable year" as used hereunder means the Participant's taxable year. Further, the Retirement Committee shall determine that a similar restriction is imposed by all other plans maintained by the Employers.

Amounts withdrawn pursuant to this Section 5.06(d) may not be repaid to the Trust Fund.

Participant loan program by the Retirement Committee) in such manner or method as determined appropriate by the Retirement Committee and communicated to the Participant, the Retirement Committee will direct the Trustee to make a loan to the Participant from the Trust Fund. Each Participant loan shall be treated as an allocated investment of the Participant's Accounts. The application, and the resulting loan, must meet the terms and conditions specified in the following provisions of this Section 5.07.

When a loan is made hereunder, funding for the loan will be made by utilizing the Participant's Accounts in the following order:

(i) Rollover Account;

(ii) Employer Matching Contribution Account; and

(iii) Salary Reduction Contribution Account.

Furthermore, to the extent necessary to fund said loan, the Participant's directed investment funds for which his Accounts are invested pursuant to Section 4.04 hereof shall be liquidated first from the fund with the least amount of principal risk and then from the remaining investment funds, if necessary. For purposes of allocating investment earnings (or losses) under Section 4.02(a), such loan shall be treated as a withdrawal during the calendar quarter and weighted accordingly.

All payments by a Participant representing principal shall be debited against the outstanding balance of the loan. Such principal payments, and any interest payments hereunder, shall be credited to the Accounts of the Participant in proportion to the original funding of the loan from said Accounts and invested in the investment fund with the least amount of principal risk in proportion to the original funding of the loan from said Accounts.

If a loan to a Participant is outstanding on the date of his Termination of Employment, he may continue to keep the loan in force subject to the other limitations of this section and the terms of the loan. In the event the terminated Participant requests a distribution from the Plan, he may either pay the loan off completely or direct that the portion of his Account or Accounts equal to the outstanding balance of principal and interest on the loan be distributed in kind by distribution of the actual loan note.

(i) his Normal Retirement Age; or

(ii) his Termination of Employment.

Notwithstanding the above provisions of this section to the contrary, in the case of a Participant who reaches Age seventy and one-half (70 1/2) before January 1, 1988, such Participant can defer the commencement of his benefit payment under the Plan until retirement (and Termination of Employment), provided such Participant is not a "five percent (5%) owner" of an Employer (as defined in section 416(i) of the Code) at any time during the calendar year in which he reaches Age sixty-six and one-half (66 1/2), or in any preceding Plan Year.

All distributions under the Plan shall satisfy Code section 401(a)(9) and regulations issued pursuant thereto.

A Participant's required distribution under this Section 5.09 shall commence in the same manner as if he retired under Sections 5.02-5.03 hereof. Plan benefits shall be paid in the payment form prescribed under Section 5.03 hereof. If the Participant's Accounts increase due to additional Employer Matching Contributions, Salary Reduction Contributions and investment earnings, his distributable amount shall be the balance of his accounts and his future payment of benefits shall be the form of payment provided for under Section 5.03.

If a Participant dies before receiving the entire value of his Accounts, any remaining value of his Accounts shall be payable to his Beneficiary or contingent Beneficiary as provided under Section 1.05 and Section 5.10 hereof.

Notwithstanding any provision in the Plan to the contrary, distributions upon the death of the Participant shall be made in accordance with the following requirements and shall otherwise comply with Code section 401(a)(9) and regulations prescribed thereunder. If a Participant dies after receiving partial distribution of his Accounts, the balance will continue to be distributed at least as rapidly as under the method applicable to the Participant at his death. If a Participant dies before his distribution commences and the Beneficiary was not designated by the Participant, the balance of his Accounts must be distributed within five (5) years of his death. If the Beneficiary was designated by the Participant, the balance must be distributed to such Beneficiary over a period not greater than the Beneficiary's life expectancy, commencing not later than the end of the calendar year following the calendar year in which the Participant died [or, if the designated Beneficiary is the surviving spouse of the Participant, commencing not later than the end of the calendar year in which the Participant would have attained age seventy and one-half (70 1/2)].

(i) if the order specifies distribution at an earlier date than the Participant's earliest retirement age or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution; and

(ii) if when the present value of the alternate payee's benefits under the Plan exceeds three thousand five hundred dollars ($3,500), and if the order requires, the alternate payee consents to any distribution occurring prior to the Participant's attainment of his earliest retirement age.

Nothing in this section shall permit the alternate payee to receive a form of payment not permitted under the Plan.

The Retirement Committee shall establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Retirement Committee promptly shall notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan's procedures of determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Retirement Committee shall determine the qualified status of the order and shall notify the Participant and each alternate payee, in writing, of the determination. The Retirement Committee shall provide notice under this paragraph by mailing to the individual's address specified in the domestic relations order.

If any portion of the Participant's benefit is payable during the period the Retirement Committee is making its determination of the qualified status of the domestic relations order, the Retirement Committee shall direct the Trustee to make a separate accounting of the amounts payable. If the Retirement Committee determines the order is a Qualified Domestic Relations Order within eighteen
(18) months of the date amounts first are payable following receipt of the order, the Retirement Committee shall direct the Trustee to distribute the payable amounts in accordance with the order. If the Retirement Committee does not make its determination of the qualified status of the order within the eighteen (18) month determination period, the Retirement Committee shall direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and shall apply the order prospectively if the Retirement Committee later determines the order is a Qualified Domestic Relations Order.

(i) ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life

expectancies) of the distributee and the distributee's designated beneficiary, or for a specific period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

(ii) ELIGIBLE RETIREMENT PLAN: An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(iii) DISTRIBUTEE: A distributee includes an employee or former employee. In addition, the employee's or former employee's surviving spouse and the employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

(iv) DIRECT ROLLOVER: A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

In the event that the claim of any person to all or any part of any payment or benefit under the Plan shall be denied, the Retirement Committee shall provide to the claimant, within ninety (90) days after receipt of such claim (or, if an extension of time is required, not more than one hundred eighty (180) days after receipt of such claim), a written notice setting forth, in a manner calculated to be understood by the claimant, (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation as to why such material or information is necessary, and (iv) an explanation of the Plan's claim procedure. In the event an extension of time is necessary in which to respond to the claim, the claimant shall be given written notice before the expiration of the initial ninety (90) day period setting forth the reasons for the extension and the date the Retirement Committee expects to render its decision.

Within sixty (60) days after receipt of the above material, the claimant shall have a reasonable opportunity to appeal the claim denial to the Retirement Committee for a full and fair review. The claimant or his duly authorized representative may (i) request a review upon written notice to the Retirement Committee, (ii) review pertinent documents, and (iii) submit issues and comments in writing.

A decision by the Retirement Committee shall be made no later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which event a decision should be rendered as soon as reasonably practicable, but in no event later than one hundred twenty (120) days after such receipt. If an extension of time is necessary, the claimant must be given written notification. The Retirement Committee's decision on review shall be written and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, with specific references to the pertinent Plan provisions on which the decision is based.

(i) to calculate and notify the Participants of the balance in their Accounts as of each Valuation Date;

(ii) to administer the Participant loan program under the Plan which shall incorporate all of the powers and duties enumerated herein as they would so apply to the administration of Participant loans;

(iii) consistent with the provisions of Section 5.07 hereof, to establish procedures from time to time which will enable the Retirement Committee to administer the Participant loan program;

(iv) to have complete and final discretionary authority to construe and interpret the Plan, control over the operation and administration of the Plan, including interpretation of all plan documents, decisions concerning all questions of eligibility to participate and the determination of the amount, manner and time of payment of any benefits hereunder and without limitation, the determination of all related or nonrelated questions and matters that arise under the Plan;

(v) to prescribe procedures to be followed by Participants or Beneficiaries filing applications for benefits;

(vi) to prepare and distribute in such manner as the Retirement Committee determines to be appropriate, information explaining the Plan;

(vii) to receive from the Participants such information as shall be necessary for the proper administration of the Plan;

(viii) to receive, review and keep on file (as is deemed convenient and proper) reports of benefit payments by the Trustee and reports of disbursements for expenses directed by the Retirement Committee;

(ix) to receive and to appoint others to receive from the Trustee or investment manager reports of each transaction involving assets of the Plan, as well as a quarterly report of assets and a quarterly record of transactions;

(x) to receive process in legal actions against the Plan; and

(xi) to appoint or employ individuals to assist in the administration of the Plan and any other agents it deems advisable, including accountants, legal counsel, recordkeeping and other consultants, and to delegate to such agents any powers and duties as the Retirement Committee may deem expedient or appropriate.

The Retirement Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

rules governing its procedures not inconsistent herewith. The Retirement Committee shall keep a permanent record of its meetings and actions.

Except as otherwise permitted by law, it is further provided that no such amendment or modification shall have the effect of decreasing, either directly or indirectly, any Participant's Plan benefits hereunder. This prohibition against any reduction includes certain early retirement benefits, a retirement type subsidy and certain optional forms of benefits as further defined in section 411(d)(6) of the Code and regulations issued thereunder.

The Company may, by action of its Board of Directors, direct the complete discontinuance of all contributions by all Employers and Participants under the Plan. In such event, notwithstanding any provisions of the Plan to the contrary, (i) no Employee shall become a Participant after such discontinuance,
(ii) any then existing Accounts of a former Employee which have not become a Forfeiture shall be nonforfeitable, and (iii) the Accounts of each Participant in the employ of an Employer at the time of such discontinuance shall be nonforfeitable. This section is not applicable if one Employer discontinues its contributions while one or more other Employers continue to make contributions.

If there is a partial termination of the Plan, either by operation of law, by amendment of the Plan or for any other reason, which partial termination shall be confirmed by the Retirement Committee, notwithstanding any provisions of the Plan to the contrary, the Accounts of each Participant with respect to whom the partial termination applies shall be nonforfeitable.

the next scheduled Valuation Date). The Accounts of each such Participant shall, at the discretion of the Company, be either (i) distributed in the manner otherwise provided in Section 5.03 hereof in cash, or (ii) continue to be held in the Trust Fund to be distributed upon each Participant's retirement, death, Total and Permanent Disability or Termination of Employment.

In the event of a distribution upon plan termination as provided above, such distribution shall be made in accordance with Sections 1.05, 5.02, 5.03, 5.04, 5.09, 5.10 and 5.11 of the Plan and the remaining operative provisions of the Plan shall control.

In the event the vesting schedule of the Plan is amended, any Participant who has completed three (3) Years of Vesting Service, may elect to have the vested percentage of his Accounts determined under Section 5.02 hereof, computed under the Plan without regard to such amendment by notifying the Retirement Committee in writing during the election period hereinafter described. The election period shall begin on the date such amendment is adopted and shall end no earlier than the latest of the following dates:

(i) the date which is sixty (60) days after the day such amendment is adopted;

(ii) the date which is sixty (60) days after the day such amendment becomes effective; or

(iii) the date which is sixty (60) days after the day the Participant is given written notice of such amendment by the Retirement Committee.

Any election made pursuant to this Section 8.04 shall be irrevocable. The Retirement Committee, as soon as practicable, shall forward a true copy of any amendment to the vesting schedule to each affected Participant, together with an explanation of the effect of the amendment, the appropriate form upon which the Participant may make an election to remain under the vesting schedule provided under the Plan prior to the amendment, and notice of the time within which the Participant must make an election to remain under the prior vesting schedule.

or Employee at any time regardless of the effect which such discharge shall have upon such individual as a Participant in the Plan.

to the Trustee, the Trustee and all Participants hereunder shall be authorized to recognize such successor in the place of such former Employer.

While payment is pending, the Retirement Committee shall direct the Trustee to hold the Participant's benefits in a segregated account which shall be invested in U.S. Government obligations, certificates of deposit, or other obligations providing a stated rate of return. The segregated account shall be entitled to all income it earns and shall bear all expense or loss it incurs. Any payment made pursuant to the power herein conferred upon the Retirement Committee shall operate as a complete discharge of all obligations of the Trustee and the Retirement Committee, to the extent of the distributions so made.

          --------------------------        ----------------------
Group" as hereinafter determined.
-----

In the case of a Required Aggregation Group, each plan in the group will be considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy Group. No plan in the Required Aggregation Group will be considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

No plan in the Permissive Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is not a Top Heavy Group.

(i) an officer of the Employers (including an employer required to be aggregated under Code sections 414(b), (c), (m) and (o)) having Top Heavy Compensation for the Plan Year greater than fifty percent (50%) of the amount in effect under Code section 415(b)(1)(A) for the calendar year in which such Plan Year ends. Further, for these purposes, after aggregating all employees required to be aggregated under Code sections 414(b), (c), (m),
(n) and (o), no more than fifty (50) employees - or if lesser, the greater of three (3) employees or ten percent (10%) of the employees - shall be treated as officers. For purposes of determining the number of officers taken into account, employees described in Code section 414(q)(8) shall be excluded. Determination of who is an officer shall be made by the Retirement Committee based on all the facts and circumstances, including, but not limited to, the source of authority, the term, the nature and extent or limits of duty. Generally, the term means an administrative executive in regular and continuous service. A partner of a partnership will not be treated as an officer merely because he owns a capital or profits interest in the partnership, exercises his voting rights as a partner and may for limited purposes be authorized to and does in fact act as an agent of the partnership;

(iii) A "five percent (5%) owner" of an Employer which means any person who owns (or is considered as owning within the meaning of Code section 318, as modified by Code section
416(i)(1)(B)(iii)(I)) more than five percent (5%) of the outstanding stock of an Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of an Employer (if an Employer is not a corporation, any person who owns more than five percent (5%) of the capital or profits interest in the Employer). In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code sections 414(b), (c), (m) and (o) shall be treated as separate employers; and

(iv) A "one percent (1%) owner" of an Employer having Top Heavy Compensation from an Employer of more than one hundred fifty thousand dollars ($150,000). "One percent (1%) owners" means any person who owns (or is considered as owning within the meaning of Code section 318 as modified by Code section
416(i)(1)(B)(iii)(I)) more than one percent (1%) of the outstanding stock of an Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of an Employer (if an Employer is not a corporation, any

person who owns more than one percent (1%) of the capital or profits interest in the Employer). In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code sections 414(b), (c), (m) and (o) shall be treated as separate employers. However, in determining whether an individual has Top Heavy Compensation of more than one hundred fifty thousand dollars ($150,000), Top Heavy Compensation from the Employers required to be aggregated under Code sections 414(b), (c), (m) and (o) shall be taken into account.

The term Key Employee as of any Determination Date shall be applied to any Participant, former Participant or retired Participant (or his spouse or Beneficiary) who was a Key Employee during the Plan Year (ending with such Determination Date) or in any of the four (4) immediately preceding Plan Years (the "testing period").

(i) the accounts of Key Employees under all defined contribution plans included in the group, and

(ii) the present value of accrued benefits of Key Employees under all defined benefit plans included in the group,

exceeds sixty percent (60%) of a similar sum determined for all Participants.

If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Participant's accounts and/or present value of accrued benefits shall not be taken into account for purposes of determining whether the Plan is a Top Heavy

Plan (or whether any Required Aggregation Group which includes the Plan is a Top Heavy Group). In addition, for Plan Years beginning after December 31, 1984, if a Participant or former Participant has not performed services for any Employer maintaining the Plan at any time during the five (5) year period ending on the Determination Date, the accounts and/or present value of accrued benefits for such Participant or former Participant shall not be taken into account for the purposes of determining whether the Plan is a Top Heavy Plan.

In the case of a defined contribution plan, any accounts established on behalf of a Key Employee or Non-Key Employee shall be considered using the fair market value of such accounts as determined under the provisions of the applicable plan (including the Plan) upon the most recent valuation date occurring within a twelve (12) month period ending on the Determination Date. Any distributions or benefit payments from the Plan and all plans of an Aggregation Group made within the Plan Year that includes the Determination Date or within the four (4) preceding Plan Years shall be included in such calculations. In the case of a defined benefit plan, the present value of accrued benefits as of any Determination Date must be determined as of the most recent plan valuation date which is within a twelve (12) month period ending on the Determination Date. For this purpose, the valuation date must be the same valuation date for computing plan costs for minimum funding. The present value of accrued benefits for purposes of computing the Top Heavy Plan percentages herein shall be determined on the basis of the respective interest and mortality assumptions of each plan, if applicable.

Notwithstanding the above provisions to the contrary, with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one (1) employer to a plan maintained by another employer), the Plan shall always consider such rollover or plan-to-plan transfer as a distribution for the purposes of this section. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers accepted after December 31, 1983, as part of the Participants aggregate account balance. However, rollovers or plan-to-plan transfers accepted prior to January 1, 1984, shall be considered as part of the Participant's aggregate account balance.

YEARS OF VESTING SERVICE    VESTED PERCENTAGE
------------------------    -----------------
   Less than 2                       0%

   2 but less than 3                20%

   3 but less than 4                50%

   4 but less than 5                75%

   5 or more                       100%

In the event the Plan is no longer deemed to be a Top Heavy Plan, then the vesting schedule herein above provided shall no longer be applicable and the vesting schedule in Section 5.02 shall again be applicable. However, upon the reinstatement of Section 5.02, the following provisions shall become applicable:

(i) in no event will any Participant's vested Accounts, as of the date the Plan ceases to be a Top Heavy Plan, be reduced as a result of such change in the vesting schedule as hereinabove provided; and

(ii) each Participant who has completed at least three (3) Years of Vesting Service at the time of such change shall be given the right, within a reasonable period of time after the Plan ceases to be a Top Heavy Plan, to remain under the vesting schedule in effect on the last day that the Plan was deemed to be a Top Heavy Plan.

For purposes of the minimum contributions herein, the percentage of any Key Employee shall be equal to the ratio of the sum of the Salary Reduction Contributions and Employer Matching Contributions allocated on behalf of the Key Employee divided by the Top Heavy Compensation of such Key Employee.

For any Plan year in which this is a Top Heavy Plan, the minimum contribution set forth above shall be allocated to the Employer Matching Contribution Accounts of all Non-Key Employees who are Participants and who are employed by the Employers on the last day of the Plan Year, including Non-Key Employees who have (i) failed to complete a Year of Vesting Service, and (ii) declined to make Salary Reduction Contributions to the Plan.

IN WITNESS WHEREOF, the Company has caused the Plan to be executed this _____ day of _______________, 1994, to be effective as of January 1, 1995 unless otherwise provided herein.

Attest: (SEAL) J.B. HUNT TRANSPORT SERVICES, INC.

the "Company"

BY:________________________ BY:______________________________________

TITLE:___________________________________