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The following is an excerpt from a S-1/A SEC Filing, filed by C H ROBINSON WORLDWIDE INC on 10/9/1997.
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C H ROBINSON WORLDWIDE INC - S-1/A - 19971009 - EXHIBIT_INDEX

EXHIBIT INDEX

Number     Description                                                     Page
-------    -----------                                                     ----

    1.1    Underwriting Agreement

  **3.1    Certificate of Incorporation of the Company

  **3.2    Bylaws of the Company

    3.3    Certificate of Designations of Series A Junior Participating
           Preferred Stock of the Company

    4.1    Form of Certificate for Common Stock

    4.2    Form of Rights Agreement between the Company and Norwest Bank
           Minnesota, National Association

    5.1    Opinion of Dorsey & Whitney LLP

 **10.1    Form of Central Office Management Incentive Program,
           including Deferred Compensation Agreement

 **10.2    Operational Executive Compensation Program

 **10.3    Employee Incentive Program

   10.4    1997 Omnibus Stock Plan

 **10.5    Form of Management-Employee Agreement between the Company
           and each of by D.R. Verdoorn, Looe Baker III and Barry Butzow

 **10.6    Form of Management-Employee Agreement entered into by
           Gregory Goven, Dale Hanson, Thomas Jostes, Bernard Madej
           and Michael Rempe

 **10.7    Form of Management-Employee Agreement between the Company
           and by Thomas Perdue

 **10.8    Amended and Restated Promissory Note, due on demand or
           June 30, 1998, payable by C.H. Robinson Company to the
           order of First Bank National Association, up to an aggregate
           principal amount of $10,000,000

 **10.9    Guaranty, dated as of November 30, 1992, by C.H. Robinson,
           Inc. for the benefit of First Bank National Association

**10.10    Master Equipment Lease Agreement, dated August 19, 1994,
           between Wagonmaster Transportation Company and
           AT&T Commercial Finance Corporation

**10.11    Keep-Well Agreement, dated August 19, 1994, between
           C.H. Robinson, Inc., Wagonmaster Transportation Company
           and AT&T Commercial Finance Corporation


**10.12   Master Equipment Lease Agreement, dated _______, 1994,
          between Wagonmaster Transportation Company and Metlife Capital,
          Limited Partnership

**10.13   Keep-Well Agreement, dated April ___, 1994, between
          C.H. Robinson, Inc., Wagonmaster Transportation Company
          and Metlife Capital Limited Partnership

**10.14   Support Agreement, dated as of October 23, 1995, among
          C.H. Robinson, Inc., Clipper Receivables Corporation,
          State Street Boston Capital Corporation and Norwest Bank
          Minnesota, N.A.

**10.15   Receivables Purchase Agreement, dated as of October 23, 1995,
          among Cityside Finance Corporation I, Cityside Financial
          Services of Wisconsin, Inc., Clipper Receivables Corporation,
          State Street Boston Capital Corporation and Norwest Bank
          Minnesota, N.A.

**10.16   First Amendment to Receivables Purchase Agreement and
          Support Agreement, dated as of April 1, 1996, among
          Cityside Finance Corporation I, Cityside Financial Services
          of Wisconsin, Inc., Clipper Receivables Corporation,
          State Street Boston Capital Corporation, Norwest Bank Minnesota,
          N.A. and C.H. Robinson, Inc.

**10.17   Second Amendment to Receivables Purchase Agreement and
          Support Agreement, dated as of December 11, 1996, among
          Cityside Finance Corporation I, Cityside Financial Services
          of Wisconsin, Inc., Clipper Receivables Corporation,
          State Street Boston Capital Corporation, Norwest Bank
          Minnesota, N.A. and C.H. Robinson, Inc.

**10.18   Letter of Undertaking, dated April 7, 1995, by C.H. Robinson,
          Inc. to First Bank National Association, Norwest Bank
          Minnesota, N.A., The Daiwa Bank, Limited and American Bank
          National Association, in support of Cityside Financial
          Services of Wisconsin, Inc.

**10.19   Subordination Agreement, as amended April 7, 1995, by C.H.
          Robinson, Inc. in favor of First Bank National Association,
          Norwest Bank Minnesota, N.A., The Daiwa Bank, Limited and
          American Bank National Association

**10.20   Form of Selling Shareholder Authorization Letter

  10.21   Form of Management Confidentiality and Noncompetition Agreement

  10.22   Form of Stock Option Agreement

   21.1   Subsidiaries of the Company

  23.1    Consent of Arthur Andersen LLP

  23.2    Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)

**24.1    Powers of Attorney (included on signature page of this Registration
          Statement)

**27.1    Financial Data Schedule

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