EXHIBIT 4.4


         


        
             
        


        
            	
                        
                        EXPEDITORS INTERNATIONAL

                        OF WASHINGTON, INC.

                    	
                        
                        RESTRICTED STOCK

                        AWARD AGREEMENT

                    
	
                        
                        AWARDED TO

                    	
                        
                        GRANT DATE

                    	
                        
                        NUMBER OF SHARES OF RESTRICTED
                        STOCK

                    	
                        
                        MARKET PRICE ON DATE OF AWARD

                    	
                        
                        VESTING SCHEDULE

                    
	
                     	
                     	
                     	
                     	
                        
                        Monthly over 1 year commencing June 30,
                        _____

                    


        


        
             
        


         


        
        1.         
        The Award. Expeditors International of
        Washington, Inc., a Washington corporation (the “Company“), hereby grants to
        you as of the above grant date (the “Grant Date”) the above number of shares of
        the Company’s common stock, $0.01 par value per share (“Restricted
        Stock”), on the terms and conditions contained in this Restricted Stock Award
        Agreement (this “Agreement”) and the Company’s 2008 Directors’
        Restricted Stock Plan (the “Plan”), a copy of which is attached.


        
            	
                        
                        2.

                    	
                        
                        Restrictions. Restricted Stock
                        is subject to the restrictions contained in this Agreement and the
                        Plan.

                    


        


        
        3.         
        Vesting Schedule. Restricted Stock shall vest
        in accordance with the vesting schedule contained in the Plan. Upon a Change of Control, as
        defined in the Plan, all unvested Restricted Stock shall accelerate and become fully
        vested.


        
        4.         
        Forfeiture. In the event your service as a
        director of the Company is terminated prior to the time Restricted Stock has vested in
        accordance with the Plan, your rights to all unvested Restricted Stock shall be
        forfeited.


        
        5.         
        Stock Certificates. Restricted Stock will be
        issued in your name, either by book-entry registration or issuance of a stock certificate
        or certificates, which certificate or certificates will be held by the Company or the stock
        transfer agent or brokerage service selected by the Company until all Restricted Stock
        subject this Agreement has become vested pursuant to the Plan (the “Final Vesting
        Date”). Restricted Stock will be restricted from transfer and will be subject to an
        appropriate stop-transfer order. If any certificate is used, the certificate will bear an
        appropriate legend referring to the restrictions applicable to unvested Restricted
        Stock.


        
        6.         
        Limits on Transfer of Restricted Stock. Until
        such time as Restricted Stock has vested and been delivered to you pursuant to the Plan, no
        Restricted Stock and no right thereunder may be pledged, alienated, attached or otherwise
        encumbered. You may not transfer such Restricted Stock or any right thereunder, other than
        by will or the laws of descent and distribution. Any purported transfer, pledge,
        alienation, attachment or encumbrance shall be void.


        
        7.         
        Rights. Neither you nor your legal
        representative will be, or have any of the rights and privileges of, a stockholder of the
        Company with respect to any Restricted Stock unless and until such Restricted Stock has
        vested in accordance with the Plan. From and after the date Restricted Stock becomes vested
        in accordance with the Plan, you or your legal representative will have the right to vote
        such Restricted Stock.


        
        8.         
        Dividends. Any cash dividends or other cash
        distributions paid on Restricted Stock prior to the Final Vesting Date will be forfeited to
        the Company. You will only receive cash dividends or other cash distributions paid on
        Restricted Stock on or after the Final Vesting Date.


        
        9.         
        Income Taxes. You are liable for any federal
        and state income or other taxes applicable upon the grant of Restricted Stock if you make
        an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30
        days of the date of grant, or upon the lapse of the restrictions on Restricted Stock, and
        the subsequent disposition of Restricted Stock. You acknowledge that you should consult
        with your own tax advisor regarding the applicable tax consequences.


        
        10.         
        Terms and Conditions. This Agreement does not
        give you the right to continue as director or alter the right of the Company to terminate
        your term as a director. By signing below, you and the Company agree this Restricted Stock
        award is granted under and governed by the terms and conditions of the Plan. In the event
        that any provision of this Agreement conflicts with or is inconsistent in any respect with
        the terms of the Plan as set forth therein or subsequently amended, the terms of the Plan
        shall control.


         











        


        
            	
                        
                         


                        
                        Director:
                        ________________________________


                        
                         


                        
                        _________________________________________


                        
                         

                    	
                        
                         

                    	
                        
                        Expeditors International of Washington,
                        Inc.


                        
                         


                        
                        By:
                         __________________________________


                        
                         


                        
                        Its:   __________________________________