EXHIBIT 4.3


        
        EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.


        
        2008 STOCK OPTION PLAN


        
             
        


        
            
            STOCK OPTION AGREEMENT

        


         


         


        
        THIS AGREEMENT is entered into as of •, 2008 (the “Date of
        Grant”) between Expeditors International of Washington, Inc., a Washington
        corporation (the “Company”), and the option grant recipient (the
        “Optionee”).


         


        
        WHEREAS, the Company has approved and adopted the 2008 Stock Option Plan
        (the “Plan”), pursuant to which the Board of Directors is authorized to grant
        to employees of the Company and its subsidiaries and affiliates stock options to purchase
        common stock, $.01 par value, of the Company (the “Common Stock”);


         


        
        WHEREAS, the Plan provides for the granting of stock options that either (i)
        are intended to qualify as “Incentive Stock Options” within the meaning of
        Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or
        (ii) do not qualify under Section 422 of the Code (“Non-Qualified Stock
        Options”);


         


        
        WHEREAS, on •, 2008 (the “Date of Grant”), the Company
        authorized the grant to the Optionee of an [an Incentive Stock Option][a Non-Qualified
        Stock Option] to purchase shares of Common Stock (the “Option”);


         


        
        NOW, THEREFORE, the Company hereby grants to Optionee the option to
        purchase, upon the terms and conditions set forth herein and in the Plan, shares of Common
        Stock, as stated in the initial grant notice and/or Optionee’s account at a service
        provider’s stock option website. (At the time of this grant, Optionee views and
        accepts the Option at the self-service website of Transcentive, a Computershare company:
        https://admin01.transcentive.com.)


         


        
        1.         
        Type of Option. This option is intended to be
        [an Incentive Stock Option][a Non-Qualified Stock Option].


        
         


        
            	
                        
                         

                    	
                        
                        2.

                    	
                        
                        Date of Grant. This option was
                        granted on ●, 2008.

                    


        


        
         


        
            	
                        
                         

                    	
                        
                        3.

                    	
                        
                        Exercise Price. The exercise
                        price for the Option shall be $● per share.

                    


        


         


        
        4.         
        Limitation on the Number of Shares. The tax
        treatment set forth in Section 422 of the Code is subject to certain limitations. These
        limitations, which are described in Section 5(a) of the Plan and are based upon the Code,
        generally limit the number of shares that will qualify under Section 422 in any given
        calendar year. Under Section 5(a) any portion of an Option that exceeds the annual limit
        shall be a “Non-Qualified Stock Option.” The Company can make no representation
        that any of this Option will actually qualify under Section 422 when exercised.


        
         


        
            	
                        
                         

                    	
                        
                        5.

                    	
                        
                        Vesting Schedule.

                    


        


        
            	
                        
                         

                    	
                        
                        Portion of Total Option

                    


        


        
            	
                        
                         

                    	
                        
                        Vesting Date

                    	
                        
                        Which Will Be Exercisable

                    


        


         


        
            	
                        
                         

                    	
                        
                        ●, 2011

                    	
                        
                        50%

                    


        


        
            	
                        
                         

                    	
                        
                        ●, 2012

                    	
                        
                        75%

                    


        


        
            	
                        
                         

                    	
                        
                        ●, 2013

                    	
                        
                        100%

                    


        

        
        
        


        Upon any
        Change in Control of the Company, as defined in the Plan, the Option shall accelerate and
        become fully vested and exercisable in accordance with Section 5(n) of the Plan.


         


        
        6.         
        Option Not Transferable. This Option may not be
        transferred, assigned, pledged or hypothecated in any manner (whether by operation of law
        or otherwise) other than by will or by the laws of descent and distribution, and shall not
        be subject to execution, attachment or similar process. Should any of the foregoing occur,
        Section 4 of the Plan provides that this Option shall terminate and become null and
        void.


         


        
        7.         
        Investment Intent. By accepting this Option,
        Optionee represents and agrees for himself, and all persons who acquire rights in this
        Option in accordance with the Plan through Optionee, that none of the shares of Common
        Stock purchased upon exercise of this Option will be distributed in violation of applicable
        federal and state laws and regulations, and Optionee shall furnish evidence satisfactory to
        the Company (including a written and signed representation letter and a consent to be bound
        by all transfer restrictions imposed by applicable law, legend condition, or otherwise) to
        that effect, prior to delivery of the purchased shares of Common Stock.


         


        
        8.         
        Termination of Option. A vested Option shall
        terminate, to the extent not previously exercised, upon the occurrence of the first of the
        following events:


         


        
            	
                        
                         

                    	
                        
                        (i)

                    	
                        
                        ten years from the Date of Grant;

                    


        


         


        
            	
                        
                         

                    	
                        
                        (ii)

                    	
                        
                        the expiration of three (3) months following the date of an
                        Optionee’s termination of employment with the Company for any reason
                        other than death or Disability; or

                    


        


         


        
            	
                        
                         

                    	
                        
                        (iii)

                    	
                        
                        the expiration of six (6) months following the date of death
                        of the Optionee or the cessation of employment of the Optionee by reason of
                        Disability.

                    


        


         


        
        In the event of death of the Optionee, the Option shall be exercisable only
        by the person or persons to whom the Optionee’s rights under the Option shall pass by
        the Optionee’s will or by the laws of descent and distribution of the state or county
        of the Optionee’s domicile at the time of death. Each unvested Option granted
        pursuant hereto shall terminate upon the Optionee’s termination of employment for any
        reason whatsoever, including death or Disability. For Incentive Stock Option purposes,
        “Disability” shall mean that the Optionee is unable to engage in any
        substantial gainful activity by reason of any medically determinable physical or mental
        impairment that can be expected to result in death or that has lasted, or can be expected
        to last, for a continuous period of not less than twelve (12) months. This definition of
        “Disability” is intended to comply with, and will be interpreted consistently
        with, Sections 22(e)(3) and 422(c)(6) of the Code.


        
         


        
        9.         
        Stock. In the case of any stock split, stock
        dividend or like change in the nature of shares granted by this Agreement, the number of
        shares and option price shall be proportionately adjusted as set forth in Section 5(m) of
        the Plan.


         


        
           10.        
        Exercise of Option. Each exercise of this
        Option shall be by means of written notice delivered to the Company at its principal
        executive office in Seattle, Washington, specifying the number of shares of Common Stock to
        be purchased. Upon each exercise of this Option, the full exercise price for the Common
        Stock to be purchased together with the amount necessary for the Company to satisfy its
        withholding obligation imposed by the Internal Revenue Code of 1986, if any, shall be paid
        to the Company by wire transfer, except to the extent another method of payment is
        permitted by the Plan Administrator. Alternatively, the Optionee may pay for all or any
        portion of the exercise price by delivery of previously acquired shares of Common Stock
        with a fair market value equal to or greater than the full exercise price or by complying
        with any other payment mechanism which the Plan Administrator may approve at the time of
        exercise. The exercise date of this Option shall be the date of the Company’s receipt
        of the full exercise price for the Common Stock to be purchased.

        
        
        


         


        
        11.       
        Holding Period for Incentive Stock Options. In
        order to obtain the favorable tax treatment currently provided by Section 422 of the Code,
        the shares of Common Stock must be sold, if at all, after a date which is the later of two
        (2) years from the date of grant of the Incentive Stock Option or one (1) year from the
        date upon which the Option is exercised. The Optionee agrees to report sales of such shares
        prior to the above determined date within one (1) business day after such sale is
        concluded.


         


        
        12.       
        Optionee Acknowledgments. Optionee acknowledges
        that he has read and understands the terms of this Agreement and that:


         


        
        (a)        The issuance of shares of
        Common Stock pursuant to the exercise of this Option, the issuance of any securities with
        respect to such Common Stock by way of a stock dividend or stock split or in connection
        with a combination of shares, recapitalization, merger, consolidation or reorganization,
        and any resale of any such shares of Common Stock, may only be effected in compliance with
        applicable state and federal laws and regulations, including the Securities Act of 1933, as
        amended (the “Securities Act”);


         


        
        (b)        By acceptance of the
        Option, he agrees to defend, indemnify and hold the Company harmless from and against loss
        or liability arising from the transfer of the Option or any Common Stock issued pursuant
        thereto or any interest therein in violation of the provisions of the Securities Act or of
        this Option Agreement;


         


        
        (c)        He agrees that prior to
        any exercise of the Option, he will seek access to all information relating to the merits
        and risks of acquiring Common Stock necessary to make an informed decision;


         


        
        (d)        He is not entitled to any
        rights as a shareholder with respect to any shares of Common Stock issuable hereunder until
        he becomes a shareholder of record;


         


        
        (e)        The shares of Common
        Stock subject hereto may be adjusted in the event of certain organic changes in the capital
        structure of the Company or for any other reason permitted by the Plan; and


         


        
        (f)        This Agreement does not
        constitute an employment agreement nor does it entitle Optionee to any specific employment
        or to employment for a period of time, and Optionee’s continued employment, if any,
        with the Company shall be at will and is subject to termination in accordance with the
        Company's prevailing policies and any other agreement between Optionee and the
        Company.


         


        
        13.       
        Professional Advice. The acceptance and
        exercise of the Option and the sale of Common Stock issued pursuant to exercise of the
        Option may have consequences under federal and state tax and securities laws which may vary
        depending on the individual circumstances of the Optionee. Accordingly, the Optionee
        acknowledges that he has been advised to consult his personal legal and tax advisor in
        connection with this Agreement and his dealings with respect to the Option or the Common
        Stock.


         


        
        14.       
        Notices. Any notice required or permitted to be
        made or given hereunder shall be hand delivered or mailed by certified or registered mail
        to the Company’s address set forth below, or to the Optionee’s address on file
        at the Company’s Stock Administration department or as changed from time to time by
        written notice to the other.


         


        
        Notices shall be deemed received and effective upon the earlier of (i) hand
        delivery to the recipient, (ii) five days after the date of postmark by the United States
        Postal Service or its successor or (iii) posting on the service provider’s stock
        option website.


         

        
        
        


        
            	
                        
                         

                    	
                        
                        Company:

                    	
                        
                        Expeditors International of

                    


        


        
        Washington, Inc.


        
        Attention: Stock Administration


        
        1015 Third Avenue, 12th Floor


        
        Seattle, Washington 98104


        
         


        
        15.           
        Agreement Subject to Plan. This Option and this
        Agreement evidencing and confirming the same are subject to the terms and conditions set
        forth in the Plan and in any amendments to the Plan existing now or in the future, which
        terms and conditions are incorporated herein by reference. A copy will be made available
        upon request. Should any conflict exist between the provisions of the Plan and those of
        this Agreement, those of the Plan shall govern and control. This Agreement and the Plan set
        forth the entire understanding between the Company and the Optionee with respect to the
        Option and shall be construed and enforced under the laws of the State of
        Washington.


         


        Dated as
        of the • day of •, 2008.


         


        
        EXPEDITORS INTERNATIONAL


        
            	
                        
                         

                    	
                        
                        OF WASHINGTON, INC.

                    


        


         


         


         


        
            	
                        
                        By_____________________

                    


        


        
            	
                        
                         

                    	
                        
                        Chairman and C.E.O.