Exhibit 10.3

              Consolidated Freightways Corporation

                   1999 Equity Incentive Plan



1.   Purposes.

      (a)  Eligible Stock Award Recipients.  The persons eligible
to   receive  Stock  Awards  are  the  employees,  Directors  and
Consultants of the Company and its Affiliates.

      (b)  Available Stock Awards.  The purpose of the Plan is to
provide a means by which eligible recipients of Stock Awards  may
be given an opportunity to benefit from increases in value of the
Common  Stock through the granting of the following Stock Awards:
(i)  Incentive  Stock Options, (ii) Nonstatutory  Stock  Options,
(iii)  stock  appreciation rights, (iv)  stock  bonuses  and  (v)
rights to acquire restricted stock.

      (c)   General Purpose.  The Company, by means of the  Plan,
seeks to retain the services of the group of persons eligible  to
receive  Stock Awards, to secure and retain the services  of  new
members  of this group and to provide incentives for such persons
to  exert maximum efforts for the success of the Company and  its
Affiliates.

2.   Definitions.

      (a)  "Affiliate" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f), respectively,
of the Code.

     (b)  "Board" means the Board of Directors of the Company.

      (c)   "Cause" means the occurrence of any of the  following
(and  only  the following): (i) conviction of the Participant  of
any  felony  involving  fraud or act of  dishonesty  against  the
Company or its Affiliates; (ii) conduct by the Participant which,
based  upon  good  faith  and reasonable fact  investigation  and
determination of the Company (or, if the Participant is  a  named
executive officer as defined in Item 402(a)(3) of Regulation  S-K
promulgated by the Securities Exchange Commission, of  the  Board
of  Directors  of the Company), demonstrates gross  unfitness  to
serve;   or,  (iii)  intentional,  material  violation   by   the
Participant of any statutory of fiduciary duty of the Participant
to the Company or its Affiliates, provided that in the event that
any  of  the  foregoing events is capable  of  being  cured,  the
Company   shall   provide  written  notice  to  the   Participant
describing  the  nature of such event and the  Participant  shall
thereafter  have  thirty  (30)  days  to  cure  such  event.   In
addition,  if the Participant is not a corporate officer  of  the
Company,  "Cause"  shall also determine poor performance  of  the
Participant's  services  for the Company  or  its  Affiliates  as
determined  by  the Company following (A) written notice  to  the
Participant describing the nature of such deficiency and (B)  the
Participant's  failure to cure such deficiency with  thirty  (30)
days following receipt of such written notice.

     (d)   "Code"  means the Internal Revenue Code  of  1986,  as
amended.

     (e)  "Committee" means a committee of one or more members of
the  Board  appointed by the Board in accordance with  subsection
3(c).

     (f)  "Common Stock" means the Common Stock of the Company.

     (g)  "Company" means Consolidated Freightways Corporation, a
Delaware corporation.

     (h)   "Consultant" means any person, including  an  advisor,
(1)  engaged by the Company or an Affiliate to render  consulting
or  advisory services and who is compensated for such services or
(2)  who  is  a member of the Board of Directors of an Affiliate.
However, the term "Consultant" shall not include either Directors
of  the Company who are not compensated by the Company for  their
services as Directors or Directors of the Company who are  merely
paid a director's fee by Company for their services as Directors.

      (i)   "Continuous  Service" means  that  the  Participant's
service with the Company or an Affiliate, whether as an Employee,
Director  or  Consultant, is not interrupted or terminated.   The
Participant's  Continuous Service shall not  be  deemed  to  have
terminated  merely because of a change in the capacity  in  which
the Participant renders service to the Company or an Affiliate as
an Employee, Consultant or Director or a change in the entity for
which Participant renders such service, provided that there is no
interruption  or  termination  of  the  Participant's  Continuous
Service.  For example, a change in status from an Employee of the
Company  to  a  Consultant of an Affiliate or a Director  of  the
Company   will  not  constitute  an  interruption  of  Continuous
Service.   The  Board  or  the chief  executive  officer  of  the
Company,  in that party's sole discretion, may determine  whether
Continuous Service shall be considered interrupted in the case of
any  leave  of  absence  approved by that party,  including  sick
leave, military leave or any other personal leave.

      (j)   "Covered Employee" means the chief executive  officer
and  the  four  (4)  other highest compensated  officers  of  the
Company for whom total compensation is required to be reported to
stockholders  under the Exchange Act, as determined for  purposes
of Section 162(m) of the Code.

      (k)  "Director" means a member of the Board of Directors of
the Company.

      (l)   "Disability" means the permanent and total disability
of a person within the meaning of Section 22(e)(3) of the Code.

      (m)  "Employee" means any person employed by the Company or
an  Affiliate.   Mere  service as a  Director  or  payment  of  a
director's  fee  by  the  Company or an Affiliate  shall  not  be
sufficient  to  constitute "employment"  by  the  Company  or  an
Affiliate.

      (n)   "Exchange Act"  means the Securities Exchange Act  of
1934, as amended.
     (o)  "Fair Market Value" means, as of any date, the value of
the Common Stock determined as follows:

           (i)   If the Common Stock is listed on any established
stock  exchange or traded on the NASDAQ National  Market  or  the
NASDAQ  SmallCap  Market, the Fair Market Value  of  a  share  of
Common  Stock  shall be the most recent closing sales  price  for
such  stock  (or the closing bid, if no sales were  reported)  as
quoted on such exchange or market (or the exchange or market with
the  greatest volume of trading in the Common Stock) prior to the
time of the grant of the Stock Award, reported in The Wall Street
Journal or such other source as the Board deems reliable.

           (ii)  In  the absence of such markets for  the  Common
Stock, the Fair Market Value shall be determined in good faith by
the Board.

      (p)   "Incentive Stock Option" means an Option intended  to
qualify  as  an  incentive stock option  within  the  meaning  of
Section   422   of  the  Code  and  the  regulations  promulgated
thereunder.

     (q)  "Non-Employee Director" means a Director of the Company
who  either  (i)  is  not a current Employee or  Officer  of  the
Company   or  its  parent  or  a  subsidiary,  does  not  receive
compensation  (directly or indirectly) from the  Company  or  its
parent  or a subsidiary for services rendered as a consultant  or
in any capacity other than as a Director (except for an amount as
to  which  disclosure would not be required under Item 404(a)  of
Regulation  S-K  promulgated  pursuant  to  the  Securities   Act
("Regulation  S-K")), does not possess an interest in  any  other
transaction as to which disclosure would be required  under  Item
404(a)  of  Regulation  S-K  and is non  engaged  in  a  business
relationship as to which disclosure would be required under  Item
404(b) of Regulation S-K; or (ii) is otherwise considered a "non-
employee director" for purposes of Rule 16b-3.

      (r)   "Nonstatutory  Stock  Option"  means  an  Option  not
intended to qualify as an Incentive Stock Option.

      (s)   "Officer"  means a person who is an  officer  of  the
Company within the meaning of Section 16 of the Exchange Act  and
the rules and regulations promulgated thereunder.

       (t)   "Option"  means  an  Incentive  Stock  Option  or  a
Nonstatutory Stock Option granted pursuant to the Plan.

      (u)   "Option Agreement" means a written agreement  between
the   Company  and  an  Optionholder  evidencing  the  terms  and
conditions of an individual Option grant.  Each Option  Agreement
shall be subject to the terms and conditions of the Plan.

      (v)   "Optionholder" means a person to whom  an  Option  is
granted  pursuant  to  the Plan, or, if  applicable,  such  other
person who holds an outstanding Option.

      (w)  "Outside Director" means a Director of the Company who
either  (i)  is  not  a current employee of  the  Company  or  an
"affiliated   corporation"  (within  the  meaning   of   Treasury
Regulations promulgated under Section 162(m) of the Code), is not
a  former  employee of the Company or an "affiliated corporation"
receiving  compensation for prior services (other  than  benefits
under  a tax qualified pension plan), was not an officer  of  the
Company  or  an "affiliated corporation" at any time and  is  not
currently  receiving  direct or indirect  remuneration  from  the
Company  or  an  "affiliated corporation"  for  services  in  any
capacity other than as a Director or (ii) is otherwise considered
an "outside director" for purposes of Section 162(m) of the Code.

      (x)   "Participant" means a person to who a Stock Award  is
granted  pursuant  to  the Plan, or, if  applicable,  such  other
person who holds an outstanding Stock Award.

      (y)  "Plan" means this Consolidated Freightways Corporation
1999 Equity Incentive Plan.

     (z)  "Retirement" means the retirement of an Optionholder or
Participant  as a participant under the terms of and  within  the
meaning  of the Company's Pension Plan, as amended from  time  to
time.

           (aa)  "Rule 16b-3" means Rule 16b-3 promulgated  under
the  Exchange  Act or any successor to Rule 16b-3, as  in  effect
from time to time.

          (bb) "Securities Act" means the Securities Act of 1933,
as amended.

           (cc)  "Stock Award" means any right granted under  the
Plan,  including an Option, a stock appreciation right,  a  stock
bonus and a right to acquire restricted stock.

           (dd) "Stock Award Agreement" means a written agreement
between the Company and a holder of a Stock Award evidencing  the
terms  and  conditions of an individual Stock Award grant.   Each
Stock  Award  Agreement  shall  be  subject  to  the  terms   and
conditions of the Plan.

           (ee) "Ten Percent Stockholder" means a person who owns
(or  is  deemed to own pursuant to Section 424(d)  of  the  Code)
stock  possessing  more  than  ten percent  (10%)  of  the  total
combined  voting power of all classes of stock of the Company  or
any of its Affiliates.

3.   Administration.

     (a)  Administration by Board.  The Board will administer the
Plan  unless  and until the Board delegates administration  to  a
Committee, as provided in subsection 3(c).

      (b)   Powers  of  Board.  The board shall have  the  power,
subject to, and within the limitations of, the express provisions
of the Plan:

           (i)   To  determine  from time to time  which  of  the
persons  eligible under the Plan shall be granted  Stock  Awards;
when  and  how  each Stock Award shall be granted; what  type  or
combination  of  types  of  Stock Award  shall  be  granted;  the
provisions  of  each  Stock  Award granted  (which  need  not  be
identical),  including the time or times when a person  shall  be
permitted  to  receive stock pursuant to a Stock Award;  and  the
number  of  shares with respect to which a Stock Award  shall  be
granted to each such person.

           (ii)  To  construe and interpret the  Plan  and  Stock
Awards granted under it, and to establish, amend and revoke rules
and  regulations  for  its administration.   The  Board,  in  the
exercise  of  the  power,  may correct any  defect,  omission  or
inconsistency in the Plan or in any Stock Award Agreement,  in  a
manner and to the extent it shall deem necessary or expedient  to
make the Plan fully effective.

           (iii)      To  amend  the Plan or  a  Stock  Award  as
provided in Section 12.

           (iv) Generally, to exercise such powers and to perform
such  acts  as the Board deems necessary or expedient to  promote
the  best interests of the Company which are not in conflict with
the provisions of the Plan.

          (v)  Any interpretation of the Plan by the Board of any
decision made by it under the Plan shall be final and binding  on
all persons.

     (c)  Delegation to the Committee.

          (i)  General.  The Board may delegate administration of
the  Plan to a Committee or Committees of one or more members  of
the Board, and the term "Committee" shall apply to any person  or
persons   to   who  such  authority  has  been   delegated.    If
administration  is delegated to a Committee, the Committee  shall
have,  in  connection with the administration of  the  Plan,  the
powers theretofore possessed by the Board, including the power to
delegate  to a subcommittee any of the administrative powers  the
Committee is authorized to exercise (and references in this  Plan
to   the   Board   shall  thereafter  be  to  the  Committee   or
subcommittee),   subject,  however,  to  such  resolutions,   not
inconsistent with the provisions of the Plan, as may  be  adopted
from  time  to  time  by the Board.  The Board  may  abolish  the
Committee  at any time and revest in the Board the administration
of the Plan.

            (ii)  Committee  Composition  when  Common  Stock  is
Publicly  Traded.   At  such  time as Common  Stock  is  publicly
traded,  in the discretion of the Board, a Committee may  consist
solely  of  two  or  more Outside Directors, in  accordance  with
Section  162(m) of the Code, and/or solely of two  or  more  Non-
Employee  Directors, in accordance with Rule 16b-3.   Within  the
scope  of  such  authority, the Board or the  Committee  may  (i)
delegate  to a committee of one or more members of the Board  who
are not Outside Directors, the authority to grant Stock Awards to
eligible  persons  who are either (a) not then Covered  Employees
and  are  not  expected to be Covered Employees at  the  time  of
recognition of income resulting from such Stock Award or (b)  not
persons  with respect to whom the Company wishes to  comply  with
Section 162(m) of the Code and/or (ii) delegate to a committee of
one  or  more  members  of  the Board who  are  not  Non-Employee
Directors the authority to grant Stock Awards to eligible persons
who are not then subject to Section 16 of the Exchange Act.

4.   Shares Subject to the Plan.

      (a)   Share Reserve.   Subject to the provisions of Section
11  relating to adjustments upon changes in stock, the stock that
may  be  issued pursuant to Stock Awards shall not exceed in  the
aggregate  two  million (2,000,000) shares of Common  Stock.   No
more  than four hundred thousand (400,000) shares of Common Stock
may be issued in the form of Restricted Stock bonuses.

     (b)  Reversion of Shares to the Share Reserve.  If any Stock
Award  shall  for  any reason expire or otherwise  terminate,  in
whole  or  in  part, without having been exercised  in  full  (or
vested  in  the case of restricted stock bonuses), the stock  not
acquired under such Stock Award shall revert to and again  become
available for issuance under the Plan.  Shares subject  to  stock
appreciation rights exercised in accordance with the  Plan  shall
not  be available for subsequent issuance under the Plan.  If any
Common Stock acquired pursuant to the exercise of an Option shall
for  any  reason be repurchased by the Company under an  unvested
share  repurchase  option  provided under  the  Plan,  the  stock
repurchased by the Company under such repurchase option shall not
revert to and again become available for issuance under the Plan.

     (c)  Source of Shares.  The stock subject to the Plan may be
unissued  shares or reacquired shares, bought on  the  market  or
otherwise.

5.   Eligibility.

      (a)   Eligibility  for Specific Stock  Awards.    Incentive
Stock  Options  may be granted only to Employees.   Stock  Awards
other  than  Incentive Stock Options may be granted to Employees,
Directors, and Consultants.

      (b)   Ten Percent Stockholders.  No Ten Percent Stockholder
shall  be  eligible  for the grant of an Incentive  Stock  Option
unless  the exercise price of such Option is at least one hundred
ten  percent (110%) of the Fair Market Value of the Common  Stock
at  the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

      (c)  Section 162(m) Limitation.   Subject to the provisions
of  Section 11 relating to adjustments upon changes in stock,  no
employee  shall  be eligible to be granted Options  and/or  stock
appreciation  rights  covering more than  four  hundred  thousand
(400,000) shares of the Common Stock during any calendar year.

6.   Option Provisions.

      Each  Option  shall be in such form and shall contain  such
terms  and  conditions as the Board shall deem appropriate.   All
Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and  a  separate
certificate  or certificates will be issued for shares  purchased
on  exercise of each type of Option.  The provisions of  separate
Options  need  not  be identical, but each Option  shall  include
(through incorporations of provisions hereof by reference in  the
Option  or  otherwise)  the substance of each  of  the  following
provisions:

      (a)   Term.   Subject to the provisions of subsection  5(b)
regarding  Ten  Percent Stockholders, no Incentive  Stock  Option
shall exercisable after the expiration of ten (10) years from the
date it was granted.

     (b)  Exercise Price of an Option.  Subject to the provisions
of  subsection  5(b)  regarding  Ten  Percent  Stockholders,  the
exercise  price of any Option shall be not less than one  hundred
percent  (100%) of the Fair Market Value of the stock subject  to
the  Option  on  the date the Option is granted.  Notwithstanding
the  foregoing, an Incentive Stock Option may be granted with  an
exercise  price  lower  than  that set  forth  in  the  preceding
sentence  if such Option is granted pursuant to an assumption  or
substitution  for  another  option in  a  manner  satisfying  the
provisions of Section 424(a) of the Code.

      (c)   Consideration.   The  purchase  price  of  the  stock
acquired  pursuant  to an Option shall be  paid,  to  the  extent
permitted by applicable statutes and regulations, either  (i)  in
cash  (or by check) at the time the Option is exercised, (ii)  if
at  the time of exercise the Common Stock is publicly traded  and
quoted  regularly  in  The Wall Street  Journal,  pursuant  to  a
program  developed  under  Regulation T  as  promulgated  by  the
Federal  Reserve  Board which, prior to the  issuance  of  Common
Stock,  results in either the receipt of cash (or check)  by  the
Company  or  the receipt of irrevocable instructions to  pay  the
aggregate  exercise price to the Company from the sales proceeds,
or  (iii) at the discretion of the Board at the time of the grant
of  the  Option  (or subsequently in the case of  a  Nonstatutory
Stock  Option) by delivery to the Company of other Common  Stock,
according  to  a deferred payment or other arrangement  with  the
Participant, or in any other form of legal consideration that may
be  acceptable to the Board; provided, however, that at any  time
that  the Company is incorporated in Delaware, payment the Common
Stock's   "par  value,"  as  defined  in  the  Delaware   General
Corporation Law, shall not be made by deferred payment.

      In  the  case of any deferred payment arrangement, interest
shall be compounded at least annually and shall be charged at the
minimum  rate  of  interest necessary to avoid the  treatment  as
interest,  under any applicable provisions of the  Code,  of  any
amounts  other  than  amounts stated to  be  interest  under  the
deferred payment arrangement.

      (d)   Transferability  of an Incentive  Stock  Option.   An
Incentive Stock Option shall not be transferable except  by  will
or  by  the  laws  of  descent  and  distribution  and  shall  be
exercisable during the lifetime of the Optionholder only  by  the
Optionholder.  Notwithstanding the foregoing provisions  of  this
subsection  6(d),  the  Optionholder may, by  delivering  written
notice  to  the Company, in a forms satisfactory to the  Company,
designate  a  third party who, in the event of the death  of  the
Optionholder,  shall  thereafter  be  entitled  to  exercise  the
Option.

      (e)   Transferability of a Nonstatutory  Stock  Option.   A
Nonstatutory  Stock Option shall be transferable  to  the  extent
provided  in  the  Option Agreement.  If the  Nonstatutory  Stock
Option   does   not   provide  for  transferability,   then   the
Nonstatutory  Stock  Option shall not be transferable  except  by
will  or  by  the laws of descent and distribution and  shall  be
exercisable during the lifetime of the Optionholder only  by  the
Optionholder.  Notwithstanding the foregoing provisions  of  this
subsection  6(e),  the  Optionholder may, by  delivering  written
notice  to  the Company, in a form satisfactory to  the  Company,
designate  a  third party who, in the event of the death  of  the
Optionholder,  shall  thereafter  be  entitled  to  exercise  the
Option.

      (f)   Vesting  Generally.  The total number  of  shares  of
Common  Stock subject to an Option, may, but need not,  vest  and
therefore become exercisable in periodic installments which  may,
but  need not, be equal.  The Option may be subject to such other
terms  and  conditions  on  the time or  times  when  it  may  be
exercised  (which may be based on performance or other  criteria)
as  the  Board  may deem appropriate.  The vesting provisions  of
individual  Options may vary.   The provisions of this subsection
6(f)  are subject to any Option provisions governing the  minimum
number of shares as to which an Option may be exercised.

      (g)   Termination of Continuous Service.   In the event  an
Optionholder's Continuous Service terminates (other than upon the
Optionholder's  termination  for  Cause,  Retirement,  death   or
Disability), the Optionholder may exercise his or her Option  (to
the  extent that the Optionholder was entitled to exercise it  as
to  the date of termination) but only within such period of  time
ending  on the earlier of (i) the date three (3) months following
the termination of the Optionholder's Continuous Service (or such
longer  or shorter period specified in the Option Agreement),  or
(ii) the expiration of the term of the Option as set forth in the
Option  Agreement.  If, after termination, the Optionholder  does
not  exercise his or her Option within the time specified in  the
Option  Agreement,  the Option shall terminate.   Notwithstanding
the  foregoing,  an  Incentive Stock Option  shall  be  exercised
within   three   (3)   months  following   termination   of   the
Optionholder's Continuous Service.

      (h)   Extension  of  Termination Date.   An  Optionholder's
Option  Agreement may also provide that if the  exercise  of  the
Option following the termination of the Optionholder's Continuous
Service (other than upon the Optionholder's retirement, death  or
Disability)  would be prohibited at any time solely  because  the
issuance   of   the   shares  would  violate   the   registration
requirements  under  the Securities Act, then  the  Option  shall
terminate on the earlier of (i) the expiration of the term of the
Option set forth in subsection 6(a) or (ii) the expiration  of  a
period  of  three  (3)  months  after  the  termination  of   the
Optionholder's  Continuous Service during which the  exercise  of
the  Option  would  not  be  in violation  of  such  registration
requirements.

       (i)    Disability  of  Optionholder.   In  the  event   an
Optionholder's Continuous Service terminates as a result  of  the
Optionholder's Disability, the Optionholder may exercise  his  or
her  Option (to the extent that the Optionholder was entitled  to
exercise it as of the date of termination), but only within  such
period of time ending on the earlier of (i) the date twelve  (12)
months  following  such termination (or such  longer  or  shorter
period  specified in the Option Agreement) or (ii) the expiration
of  the  term of the Option as set forth in the Option Agreement.
If, after termination, the Optionholder does not exercise his  or
her  Option  within the time specified herein, the  Option  shall
terminate.

      (j)   Death  of  an  Optionholder.  In  the  event  (i)  an
Optionholder's Continuous Service terminates as a result  of  the
Optionholder's  death or (ii) the Optionholder  dies  within  the
period  (if  any)  specified in the Option  Agreement  after  the
termination of the Optionholder's Continuous Service and prior to
the  expiration of the Option for a reason other than death, then
the  Option may be exercised (to the extent the Optionholder  was
entitled to exercise the Option as of the date of death)  by  the
Optionholder's  estate  by a person who  acquired  the  right  to
exercise  the Option by bequest or inheritance, or  by  a  person
designated  to exercise the option upon the Optionholder's  death
pursuant  to  subsection 6(d) or 6(e), but only with  the  period
ending  on  the  earlier  of (1) the date  eighteen  (18)  months
following  the  date of death (or such longer or  shorter  period
specified in the Option Agreement) or (2) the expiration  of  the
term  of  such Option as set forth in the Option Agreement.   If,
after  death,  the  Option  is  not  exercised  within  the  time
specified herein, the Option shall terminate.

       (k)   Retirement  of  Optionholder.    In  the  event   an
Optionholder's Continuous Service terminates as a result  of  the
Optionholder's Retirement, the Optionholder may exercise  his  or
her  Option (to the extent that the Optionholder was entitled  to
exercise it as of the date of termination), but only within  such
period  of  time ending on the earlier of (i) the date thirty-six
(36) months following such termination (or such longer or shorter
period  specified in the Option Agreement) or (ii) the expiration
of  the  term of the Option as set forth in the Option Agreement.
If, after termination, the Optionholder does not exercise his  or
her  Option  within the time specific herein,  the  Option  shall
terminate.

      (l)   Termination of Continuous Service for Cause.  In  the
event  an Optionholder's Continuous Service terminates for Cause,
the Optionholder's Option shall terminate immediately.

     (m)  Early Exercise.  The Option, may, but need not, include
a provision whereby the Optionholder may elect at any time before
the  Optionholder's Continuous Service terminates to exercise the
Option  as to any part or all of the shares subject to the Option
prior to the full vesting of the Option.  Any unvested shares  so
purchased  may be subject to an unvested share repurchase  option
in  favor  of the Company or to any other restriction  the  Board
determines to be appropriate.

      (n)   Re-Load  Options.  Without in any  way  limiting  the
authority  of the Board to make or not to make grants of  Options
hereunder,  the  Board  shall have  the  authority  (but  not  an
obligation)  to  include  as  part  of  any  Option  Agreement  a
provision entitling the Optionholder to a further Option (a  "Re-
Load  Option") in the event the Optionholder exercises the Option
evidenced  by  the  Option Agreement, in whole  or  in  part,  by
surrendering other shares of Common Stock in accordance with this
Plan  and the terms and conditions of the Option Agreement.   Any
such  Re-Load  Option shall (i) provide for a  number  of  shares
equal  to the number of shares surrendered as part or all of  the
exercise price of such Option; (ii) have an expiration date which
is  the same as the expiration date of the Option the exercise of
which  gave  rise  to  such Re-Load Option;  and  (iii)  have  an
exercise  price which is equal to one hundred percent  (100%)  of
the  Fair Market Value of the Common Stock subject to the Re-Load
Option   on  the  date  of  exercise  of  the  original   Option.
Notwithstanding the foregoing, a Re-Load Option shall be  subject
to  the  same  exercise  price  and  term  provisions  heretofore
described for Options under the Plan.

           Any  such  Re-Load  Option may be an  Incentive  Stock
Option or a Nonstatutory Stock Option, as the Board may designate
at  the  time  of  the  grant of the original  Option;  provided,
however,  that  the  designation of  any  Re-Load  Option  as  an
Incentive  Stock  Option  shall be subject  to  the  one  hundred
thousand  dollars ($100,000) annual limitation on  exercisability
of  Incentive Stock Options described in subsection 10(d) and  in
Section 422(d) of the Code.  There shall be no Re-Load Options on
a  Re-Load  Option.  Any such Re-Load Option shall be subject  to
the  availability of sufficient shares under subsection 4(a)  and
the  Section  162(m) Limitation" on the grants of  Options  under
subsection  5(c)  and shall be subject to such  other  terms  and
conditions  as the Board may determine which are not inconsistent
with  the  express provisions of the Plan regarding the terms  of
Options.

7.   Provisions of Stock Awards other than Options.

      (a)   Stock Bonus Awards.  Each stock bonus agreement shall
be  in  such form and shall contain such terms and conditions  as
the  Board  shall deem appropriate.  The terms and conditions  of
stock  bonus  agreements may change from time to  time,  and  the
terms and conditions of separate stock bonus agreements need  not
be  identical,  but  each  stock bonus  agreement  shall  include
(through incorporation or provisions hereof by reference  in  the
agreement  or  otherwise) the substance of each of the  following
provisions:

           (i)  Consideration.  A stock bonus shall be awarded in
consideration for past services actually rendered to the  Company
for its benefit.

          (ii) Vesting.  Shares of Common Stock awarded under the
stock  bonus agreement may, but need not, be subject to  a  share
repurchase  option in favor of the Company in accordance  with  a
vesting schedule to be determined by the Board.

            (iii)      Termination  of  Participant's  Continuous
Service.    In  the  event  a  Participant's  Continuous  Service
terminates, the Company may reacquire any or all of the shares of
Common Stock held by the Participant which have not vested as  of
the  date  of  termination under the terms  of  the  stock  bonus
agreement.

           (iv)  Transferability.  Rights to acquire shares under
the   stock  bonus  agreement  shall  be  transferable   by   the
Participant only upon such terms and conditions as are set  forth
in the stock bonus agreement, as the Board shall determine in its
discretion,  as  long  as stock awarded  under  the  stock  bonus
agreement  remains  subject  to the  terms  of  the  stock  bonus
agreement.

       (b)   Restricted  Stock  Awards.   Each  restricted  stock
purchase  agreement shall be in such form and shall contain  such
terms  and  conditions as the Board shall deem appropriate.   The
terms  and conditions of the restricted stock purchase agreements
may  change  from time to time, and the terms and  conditions  of
separate  restricted  stock  purchase  agreements  need  not   be
identical,  but  each restricted stock purchase  agreement  shall
include  (through incorporation of provisions hereof by reference
in  the  agreement or otherwise) the substance  of  each  of  the
following provisions:

           (i)   Purchase Price.  The purchase price  under  each
restricted stock purchase agreement shall be such amount  as  the
Board  shall  determine  and designate in such  restricted  stock
purchase agreement.

           (ii)  Consideration.   The  purchase  price  of  stock
acquired  pursuant  to  the restricted stock  purchase  agreement
shall  be paid either: (i) in cash at the time of purchase;  (ii)
at  the  discretion of the Board, according to a deferred payment
or  other  similar arrangement with the Participant; or (iii)  in
any  other form of legal consideration that may be acceptable  to
the  Board in its discretion; provided, however, that at any time
that  the  Company is incorporated in Delaware,  payment  of  the
Common  Stock's  "par value," as defined in the Delaware  General
Corporation Law, shall not be made by deferred payment.

           (iii)      Vesting.  Shares of Common  Stock  acquired
under the restricted stock purchase agreement may, but need  not,
be  subject to a share repurchase options in favor of the Company
in  accordance  with a vesting schedule to be determined  by  the
Board.

           (iv)  Termination of Participant's Continuous Service.
In  the event a Participant's Continuous Service terminates,  the
Company may repurchase or otherwise reacquire any or all  of  the
shares  of  Common Stock held by the Participant which  have  not
vested  as  of  the date of termination under the  terms  of  the
restricted stock purchase agreement.

           (v)   Transferability.  Rights to acquire shares under
the restricted stock purchase agreement shall be transferable  by
the  Participant only upon such terms and conditions as  are  set
for  in  the  restricted stock purchase agreement, as  the  Board
shall determine in its discretion, as long as stock awarded under
the  restricted stock agreement remains subject to the  terms  of
the restricted stock purchase agreement.

     (c)  Stock Appreciation Rights.

           (i)  Authorized Rights.  The following three types  of
stock  appreciation rights shall be authorized for issuance under
the Plan:

                (1)   Tandem  Rights.  A "Tandem Right"  means  a
stock  appreciation right granted appurtenant to an Option  which
is  subject  to the same terms and conditions applicable  to  the
particular  Option grant to which it pertains with the  following
exceptions:  The Tandem Right shall require the holder  to  elect
between  the  exercise  of the underlying Option  for  shares  of
Common  Stock  and the surrender, in whole or in  part,  of  such
Option   for  an  appreciation  distribution.   The  appreciation
distribution payable on the exercised the Tandem Right  shall  be
in cash (or, if so provided, in an equivalent number of shares of
Common Stock based on Fair Market Value on the date of the Option
surrender)  in an amount up to the excess of (A) the Fair  Market
Value  (on  the  date of the Option surrender) of the  number  of
shares of Common Stock covered by that portion of the surrendered
Option in which the Optionholder is vested over (B) the aggregate
exercise price payable for such vested shares.

                (2)   Concurrent  Rights.  A  "Concurrent  Right"
means a stock appreciation right granted appurtenant to an Option
which  applies to all or a portion of the shares of Common  Stock
subject to the underlying Option and which is subject to the same
terms and conditions applicable to the particular Option grant to
which  it  pertains with the following exceptions:  A  Concurrent
Right  shall  be  exercised automatically at the  same  time  the
underlying  Option  is exercised with respect to  the  particular
shares  of  Common Stock to which the Concurrent Right  pertains.
The  appreciation distribution payable on an exercised Concurrent
Right  shall  be  in cash (or, if so provided, in  an  equivalent
number  of shares of Common Stock based on Fair Market  Value  on
the  date  of the exercise of the Concurrent Right) in an  amount
equal  to such portion as determined by the Board at the time  of
the  grant  of the excess of (A) the aggregate Fair Market  Value
(on  the  date  of the exercise of the Concurrent Right)  of  the
vested  shares  of  Common Stock purchased under  the  underlying
Option which have Concurrent Rights appurtenant to them over  (B)
the aggregate exercise price paid for such shares.

                (3)   Independent Rights.  An "Independent Right"
means  a  stock appreciation right granted independently  of  any
Option  but  which  is subject to the same terms  and  conditions
applicable  to  a  Nonstatutory Stock Option with  the  following
exceptions:  An Independent Right shall be denominated  in  share
equivalents.   The  appreciation  distribution  payable  on   the
exercised  Independent Right shall be not greater than an  amount
equal  to  the excess of (a) the aggregate Fair Market Value  (on
the date of the exercise of the Independent Right) of a number of
shares  of Company stock equal to the number of share equivalents
in  which the holder is vested under such Independent Right,  and
with  respect  to which the holder is exercising the  Independent
Right on such date, over (b) the aggregate Fair Market Value  (on
the date of the grant of the Independent Right) of such number of
shares  of Company stock.  The appreciation distribution  payable
on  the  exercised Independent Right shall be in cash or,  if  so
provided, in an equivalent number of shares of Common Stock based
on  Fair  Market  Value  on  the date  of  the  exercise  of  the
Independent Right.

           (ii)  Relationship  to  Options.   Stock  appreciation
rights appurtenant to Incentive Stock Options may be granted only
to   Employee.   The  "Section  162(m)  Limitation"  provided  in
subsection 5(c) and any authority to amend Options shall apply as
well to the grant of stock appreciation rights.

          (iii)     Exercise.   To exercise any outstanding stock
appreciation  right, the holder shall provide written  notice  of
exercise to the Company in compliance with the provisions of  the
Stock  Award Agreement evidencing such right.  Except as provided
in  subsection 5(c) regarding the "Section 162(m) Limitation", no
limitation  shall exist on the aggregate amount of cash  payments
that  the Company may make under the Plan in connection with  the
exercise of a stock appreciation right.

8.   Covenants of the Company.

      (a)  Availability of Shares.  During the terms of the Stock
Awards, the Company shall keep available at all times the  number
of shares of Common Stock required to satisfy such Stock Awards.

      (b)  Securities Law Compliance.  The Company shall seek  to
obtain   from   each  regulatory  commission  or  agency   having
jurisdiction over the Plan such authority as may be  required  to
grant  Stock Awards and to issue and sell shares of Common  Stock
upon  exercise of the Stock Awards; provided, however, that  this
undertaking shall not require the Company to register  under  the
Securities Act the Plan, any Stock Award or any stock  issued  or
issuable  pursuant to any such Stock Award.  If, after reasonable
efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the  Company
deems  necessary for the lawful issuance and sale of stock  under
the  Plan,  the Company shall be relieved from any liability  for
failure  to  issue  and sell stock upon exercise  of  such  Stock
Awards unless and until such authority is obtained.

9.   Use of Proceeds from Stock.

      Proceeds  from the sale of stock pursuant to  Stock  Awards
shall constitute general funds of the Company.

10.  Miscellaneous.

      (a)  Acceleration of Exercisability and Vesting.  The Board
shall  have  the power to accelerate the time at  which  a  Stock
Award  may  first be exercised or the time during which  a  Stock
Award  or any part thereof will vest in accordance with the Plan,
notwithstanding  the provisions in the Stock  Award  stating  the
time  at which it may first be exercised or the time during which
it will vest.

      (b)  Stockholder Rights.  No Participant shall be deemed to
be  the holder of, or to have any rights of a holder with respect
to,  any shares subject to such Stock Award unless and until such
Participant  has satisfied all requirements for exercise  of  the
Stock Award pursuant to its terms.

      (c)  No Employment or other Service Rights.  Nothing in the
Plan  or  any instrument executed or Stock Award granted pursuant
thereto  shall  confer upon any Participant or  other  holder  of
Stock  Awards  any right to continue to serve the Company  or  an
Affiliate  in the capacity in effect at the time the Stock  Award
was granted or shall affect the right of the Company or Affiliate
to  terminate (i) the employment of an Employee with  or  without
notice  and  with  or  without  cause,  (ii)  the  service  of  a
Consultant  pursuant to the terms of such Consultant's  agreement
with the Company or Affiliate, or (iii) the service of a Director
pursuant to the Bylaws of the Company or an Affiliate as well  as
any  applicable provisions of the corporate law of the  state  in
which  the Company or the Affiliate is incorporated, as the  case
may be.

      (d)   Incentive Stock Option $100,000 Limitation.   To  the
extent  that the aggregate Fair Market Value (determined  at  the
time of the grant) of stock with respect to which Incentive Stock
Options  are  exercisable for the first time by any  Optionholder
during any calendar year (under all plans of the Company and  its
Affiliates) exceeds one hundred thousand dollars ($100,000),  the
Options or portions thereof which exceed such limit (according to
the  order  in  which  they were granted)  shall  be  treated  as
Nonstatutory Stock Options.

      (e)   Investment  Assurances.  The Company  may  require  a
Participant,  as  a  condition of exercising or  acquiring  stock
under   any   Stock   Award,  (i)  to  give  written   assurances
satisfactory to the Company as to the Participant's knowledge and
experience in financial and business matters and/or to  employ  a
purchaser  representative reasonably satisfactory to the  Company
who  is  knowledgeable and experiences in financial and  business
matters  and  that he or she is capable of evaluating,  alone  or
together with the purchaser representative, the merits and  risks
of   exercising  the  Stock  Award;  and  (ii)  to  give  written
assurances   satisfactory  to  the  Company  stating   that   the
Participant is acquiring the stock subject to the Stock Award for
the  Participant's own account and not with any present intention
of  selling  or otherwise distributing the stock.  The  foregoing
requirements,   and  any  assurances  given  pursuant   to   such
requirements,  shall be inoperative, if (i) the issuance  of  the
shares  upon  exercise or acquisition of stock  under  the  Stock
Award  has  been  registered  under a  then  currently  effective
registration statement under the Securities Act or  (iii)  as  to
any  particular requirement, a determination is made  by  counsel
for  the  Company that such requirement need not be  met  in  the
circumstances  under  the then applicable securities  laws.   The
Company,  may,  upon  advice of counsel  to  the  Company,  place
legends  on  stock  certificates issued under the  Plan  as  such
counsel  deems necessary or appropriate in order to  comply  with
applicable  securities  laws,  including,  but  not  limited  to,
legends restricting the transfer of the stock.

     (f)  Withholding Obligations.  To the extent provided by the
terms of a Stock Award Agreement, the Participant may satisfy any
federal,  state or local tax withholding obligation  relating  to
the  exercise or acquisition of stock under a Stock Award by  any
of  the  following means (in addition to the Company's  right  to
withhold  from  any compensation paid to the Participant  by  the
Company) or by a combination of such means: (i) tendering a  cash
payment; (ii) authorizing the Company to withhold shares from the
shares  of the Common Stock otherwise issuable to the participant
as  a  result of the exercise or acquisition of stock  under  the
Stock  Award;  or  (iii)  delivering to  the  Company  owned  and
unencumbered shares of the Common Stock.

11.  Adjustments upon Changes in Stock.

      (a)  Capitalization Adjustments.  If any change is made  in
the  stock  subject to the Plan, or subject to any  Stock  Award,
without  the  receipt  of consideration by the  Company  (through
merger,    consolidation,    reorganization,    recapitalization,
reincorporation, stock dividend, dividend in property other  than
cash,  stock split, liquidating dividend, combination of  shares,
exchange  of  shares,  change  in corporate  structure  or  other
transaction  not  involving the receipt of consideration  by  the
Company),  the  Plan  will  be  appropriately  adjusted  in   the
class(es)  and maximum number of securities subject to  the  Plan
pursuant  to subsection 4(a) and the maximum number of securities
subject  to award to any person pursuant to subsection 5(c),  and
the  outstanding Stock Awards will be appropriately  adjusted  in
the  class(es) and number of securities and price  per  share  of
stock subject to such outstanding Stock Awards.  Such adjustments
shall  be made by the Board, the determination of which shall  be
final,   binding   and  conclusive.   (The  conversion   of   any
convertible securities of the Company shall not be treated  as  a
transaction "without receipt of consideration" by the Company.)

      (b)   Change in Control.  In the event of (i) a dissolution
or   liquidation  of  the  Company,  (ii)  a  sale  of   all   or
substantially all of the assets of the Company, (iii) a merger or
consolidation   in  which  the  Company  is  not  the   surviving
corporation,  (iv) a reverse merger in which the Company  is  the
surviving  corporation but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue  of  the
merger  into  other property, whether in the form of  securities,
cash   or  otherwise,  and  in  which  beneficial  ownership   of
securities  of  the Company representing at least  fifty  percent
(50%)  of  the  combined voting power entitled  to  vote  in  the
election  of  directors has changed, (v) an  acquisition  by  any
person,  entity or group within the meaning of Section  13(d)  or
14(d) of the Exchange Act, or any comparable successor provisions
(excluding any employee benefit plan, or related trust, sponsored
or  maintained by the Company or an Affiliate) of the  beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of  the
Company representing at least fifty percent (50%) of the combined
voting  power  entitled to vote in the election of directors,  or
(vi) that the individuals, who, as of the date of the adoption of
this  Plan,  are  members of the Board (the  "Incumbent  Board"),
cease  for any reason to constitute at least fifty percent  (50%)
of  the  Board, (if the election, or nomination for election,  by
Company's stockholders of any new director was approved by a vote
of  at least fifty percent (50%) of the Incumbent Board, such new
director shall be considered as a member of the Incumbent Board),
any  one  of which events shall constitute a "Change in Control",
then  any  surviving corporation or acquiring  corporation  shall
assume  any  Stock  Awards outstanding under the  Plan  or  shall
substitute  similar stock awards (including an award  to  acquire
the   same  consideration  paid  to  the  stockholders   in   the
transaction) for those outstanding under the Plan.  In the  event
any  surviving  corporation or acquiring corporation  refuses  to
assume  such  Stock Awards or to substitute similar stock  awards
for  those outstanding under the Plan, then with respect to Stock
Awards  held  by  Participants whose Continuous Service  has  not
terminated, the vesting of such Stock Awards (and, if applicable,
the  time during which such Stock Awards may be exercised)  shall
be  accelerated in full, and the Stock Awards shall terminate  if
not  exercised (if applicable) at or a reasonable time  following
such event as shall be determined by the Board.

      (c)   Termination of Continuous Service Upon  a  Change  in
Control.   If  a  Participant's Continuous Service is  terminated
involuntarily  without  Cause upon  or  within  twenty-four  (24)
months  after  the  occurrence of a Change in Control,  then  any
Stock  Awards  held by such Participant shall immediately  become
fully  vested  and exercisable, and any repurchase right  by  the
Company  or  its Affiliates with respect to any shares  of  stock
covered by such Stock Award shall immediately lapse.

12.  Amendment of the Plan and Stock Awards.

     (a)  Amendment of the Plan.  The Board at any time, and from
time to time, may amend the Plan.  However, except as provided in
Section  11  relating to adjustments upon changes  in  stock,  no
amendment  shall be effective unless approved by the stockholders
of the Company to the extent stockholder approval is necessary to
satisfy  the requirements of Section 422 of the Code, Rule  16b-3
of any NASDAQ or securities exchange listing requirements.

      (b)   Stockholder Approval.  The Board, may,  in  its  sole
discretion,   submit  any  other  amendment  to  the   Plan   for
stockholder  approval, including, but not limited to,  amendments
to  the  Plan  intended  to satisfy the requirements  of  Section
162(m)  of the Code and the regulations thereunder regarding  the
exclusion  of  performance-based compensation from the  limit  on
corporate deductibility of compensation paid to certain executive
officers.

      (c)  Contemplated Amendments.  It is expressly contemplated
that  the Board may amend the Plan in any respect the Board deems
necessary  or  advisable to provide eligible Employees  with  the
maximum  benefits provided or to be provided under the provisions
of  the  Code and the regulations promulgated thereunder relating
to  Incentive  Stock  Options and/or to  bring  the  Plan  and/or
Incentive   Stock  Options  granted  under  it  into   compliance
therewith.

     (d)   No Impairment of Rights.  Rights under any Stock Award
granted before amendment of the Plan shall not be impaired by any
amendment of the Plan unless (i) the Company requests the consent
of the Participant and (ii) the Participant consents in writing.

     (e)   Amendment of Stock Awards.  The Board at any time, and
from  time to time, may amend the terms of any one or more  Stock
Awards; provided, however, that the rights under any Stock  Award
shall  not  be  impaired  by any such amendment  unless  (i)  the
Company  requests  the consent of the Participant  and  (ii)  the
Participant consents in writing.  Notwithstanding the  foregoing,
the  Stock  Awards  may  not be amended  to  lower  to  aggregate
consideration  payable,  nor may Stock  Awards  be  canceled  and
reissued, unless approved by stockholders of the Company.

13.  Termination of Suspension of the Plan.

     (a)  Plan Term.  The Board may suspend or terminate the Plan
at  any time.  Unless sooner terminated, the Plan shall terminate
on  the  day before the tenth (10th anniversary) or the date  the
Plan  is adopted by the Board or approved by the stockholders  of
the  Company,  whichever  is earlier.  No  Stock  Awards  may  be
granted under the Plan while the Plan is suspended or after it is
terminated.

      (b)  No Impairment of Rights.  Rights and obligations under
any Stock Award granted while the Plan is in effect shall not  be
impaired  by  suspension or termination of the Plan, except  with
the written consent of the Participant.

14.  Effective Date of Plan.

      The Plan shall become effective as determined by the Board,
but no Stock Award shall be exercised (or; in the case of a stock
bonus,  shall  be  granted) unless and until the  Plan  has  been
approved by the stockholders of the Company, which approval shall
be within twelve (12) months before or after the date the Plan is
adopted by the Board.



              Consolidated Freightways Corporation

                   1999 Equity Incentive Plan

                     Stock Option Agreement

                           (Officers)


     Pursuant  to the Stock Option Grant Notice ("Grant  Notice")
and   this   Stock  Option  Agreement,  Consolidated  Freightways
Corporation (the "Company") has granted you an option  under  its
1999 Equity Incentive Plan (the "Plan") to purchase the number of
shares  of  the  Company's Common Stock indicated  in  the  Grant
Notice  at  the  exercise price indicated in  the  Grant  Notice.
Defined  terms  not  explicitly  defined  in  this  Stock  Option
Agreement but defined in the Plan shall have the same definitions
as in the Plan.

     The details of your option are as follows:

     1.   Vesting.  Subject to the limitations contained herein,
your option will vest as provided in the Grant Notice, provided
that vesting will cease upon the termination of your Continuous
Service.


     2.   Number of Shares and Exercise Price.  The number of
shares subject to your option and your exercise price per share
referred to in the Grant Notice may be adjusted from time to time
for capitalization adjustments, as provided in Section 11 of the
Plan.

     3.   Method of Payment.  Payment of the exercise price is due in
          full
upon exercise of all or any part of your option.  You may elect
to make payment of the exercise price in cash or by check or by a
same day sale of a portion of your Common Stock acquired upon
exercise of your option as follows:

In  the  Company's  sole discretion at the time  your  option  is
exercised  and provided that at the time of exercise  the  Common
Stock  is publicly traded and quoted regularly in The Wall Street
Journal,  pursuant to a program developed under Regulation  T  as
promulgated  by  the Federal Reserve Board which,  prior  to  the
issuance of Common Stock, results in either the receipt  of  cash
(or   check)  by  the  Company  or  the  receipt  of  irrevocable
instructions to pay the aggregate exercise price to  the  Company
from the sales proceeds.
          The  Optionholder  may also pay the exercise  price  by
delivery to the Company of other Common Stock  with a Fair market
Value equal to the exercise price.
     4.   Whole Shares.  Your option may only be exercised for
whole shares.

     5.   Securities Law Compliance.  Notwithstanding anything to
the contrary contained herein, your option may not be exercised
unless the shares issuable upon exercise of your option are then
registered under the Securities Act or, if such shares are not
then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements
of the Securities Act.  The exercise of your option must also
comply with other applicable laws and regulations governing the
option, and the option may not be exercised if the Company
determines that the exercise would not be in material compliance
with such laws and regulations.

     6.   Term.  The term of your option commences on the Date of
Grant and expires upon the earliest of the following:

          (a)   immediately  upon termination of your  Continuous
     Service for Cause;

          (b)  three (3) months after the termination of your
Continuous Service for any reason other than Retirement,
Disability, death, or involuntary termination (with or without
Cause), provided that if during any part of such three (3) month
period the option is not exercisable solely because of the
condition set forth in paragraph 5, the option shall not expire
until the earlier of the Expiration Date or until it shall have
been exercisable for an aggregate period of three (3) months
after the termination of your Continuous Service;

          (c)  six (6) months after the involuntary termination
of your Continuous Service without Cause;

          (d)  twelve (12) months after the termination of your
Continuous Service due to Disability;

          (e)  eighteen (18) months after your death if you die
either during your Continuous Service or within twelve (12)
months after your Continuous Service terminates for reason other
than Cause;

          (f)  thirty-six (36) months after the termination of
your Continuous Service due to Retirement (i.e., retirement as a
participant under the terms of and within the meaning of the
Company's Pension Plan, as amended from time to time); or

          (g)  the fifth (5th) anniversary of the Date of Grant.

     7.   Exercise.

          (a)  You may exercise the vested portion of your option
during its term by delivering a Notice of Exercise (in a form
designated by the Company) together with the exercise price to
the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together
with such additional documents as the Company may then require.

          (b)  By exercising your option you agree that, as a
condition to any exercise of your option, the Company may require
you to enter an arrangement providing for the payment by you to
the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of your option, (2) the
lapse of any substantial risk of forfeiture to which the shares
are subject at the time of exercise, or (3) the disposition of
shares acquired upon such exercise.

     8.   Transferability.  Your option is not transferable,
except by will or by the laws of descent and distribution, and is
exercisable during your life only by you.  Notwithstanding the
foregoing, by delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who,
in the event of your death, shall thereafter be entitled to
exercise your option.

     9.   Change in Control.

          (a)  In the event of (i) a dissolution or liquidation of the
Company, (ii) a sale of all or substantially all of the assets of
the Company, (iii) a merger or consolidation in which the Company
is  not the surviving corporation, (iv) a reverse merger in which
the Company is the surviving corporation but the shares of Common
Stock  outstanding immediately preceding the merger are converted
by  virtue of the merger into other property, whether in the form
of  securities,  cash  or  otherwise,  and  in  which  beneficial
ownership  of  securities of the Company  representing  at  least
fifty percent (50%) of the combined voting power entitled to vote
in  the election of directors has changed, (v) an acquisition  by
any  person, entity or group within the meaning of Section  13(d)
or  14(d)  of  the  Exchange  Act, or  any  comparable  successor
provisions  (excluding  any employee  benefit  plan,  or  related
trust, sponsored or maintained by the Company or an Affiliate) of
the  beneficial  ownership  (within the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable successor rule)
of  securities of the Company representing at least fifty percent
(50%)  of  the  combined voting power entitled  to  vote  in  the
election  of directors, or (vi) that the individuals who,  as  of
the  date of the adoption of this Plan, are members of the  Board
(the  "Incumbent Board"), cease for any reason to  constitute  at
least  fifty  percent (50%) of the Board, (if  the  election,  or
nomination for election, by the Company's stockholders of any new
director  was approved by a vote of at least fifty percent  (50%)
of  the Incumbent Board, such new director shall be considered as
a  member of the Incumbent Board), any one of which events  shall
constitute  a "Change in Control", then any surviving corporation
or  acquiring  corporation shall assume any  options  outstanding
under   the  Plan  or  shall  substitute  similar  stock   awards
(including  an  award to acquire the same consideration  paid  to
shareholders in the transaction) for those outstanding under  the
Plan.   In  the  event  any  surviving corporation  or  acquiring
corporation  refuses  to  assume such options  or  to  substitute
similar  stock awards for those outstanding under the Plan,  then
with  respect  to  options held by Participants whose  Continuous
Service has not terminated, the vesting of such options (and,  if
applicable, the time during which such options may be  exercised)
shall be accelerated in full, and the options shall terminate  if
not  exercised (if applicable) at or a reasonable time  following
such event as shall be determined by the Board.

          (b)  If an Optionholder's Continuous Service is terminated
involuntarily  without Cause (other than by death or  disability)
upon or within twenty-four (24) months after the occurrence of  a
Change  in  Control,  then any options held by  such  Participant
shall immediately become fully vested and exercisable.

     10.  Option not a Service Contract.  Your option is not an
employment or service contract, and nothing in your option shall
be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company or an Affiliate, or
of the Company or an Affiliate to continue your employment.  In
addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors,
Officers or Employees to continue any relationship that you might
have as a Director or Consultant for the Company or an Affiliate.

     11.  Withholding Obligations.

          (a)  At the time your option is exercised, in whole or
in part, or at any time thereafter as requested by the Company,
you hereby authorize withholding from payroll and any other
amounts payable to you, and otherwise agree to make adequate
provision for (including by means of a "same day sale" pursuant
to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company),
any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with your option.

          (b)  Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any
applicable conditions or restrictions of law, the Company may
withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of
whole shares having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum
amount of tax required to be withheld by law.  Shares shall be
withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise.  Any adverse
consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.

          (c)  Your option is not exercisable unless the tax
withholding obligations of the Company and/or any Affiliate are
satisfied.  Accordingly, you may not be able to exercise your
option when desired even though your option is vested, and the
Company shall have no obligation to issue a certificate for such
shares or release such shares from any escrow provided for
herein.

     12.  Notices.  Any notices provided for in your option or
the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company.

     13.  Governing Plan Document.  Your option is subject to all
the provisions of the Plan, the provisions of which are hereby
made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan.  In
the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.





              Consolidated Freightways Corporation

                   1999 Equity Incentive Plan

                     Stock Option Agreement

                          (Management)


     Pursuant  to the Stock Option Grant Notice ("Grant  Notice")
and   this   Stock  Option  Agreement,  Consolidated  Freightways
Corporation (the "Company") has granted you an option  under  its
1999 Equity Incentive Plan (the "Plan") to purchase the number of
shares  of  the  Company's Common Stock indicated  in  the  Grant
Notice  at  the  exercise price indicated in  the  Grant  Notice.
Defined  terms  not  explicitly  defined  in  this  Stock  Option
Agreement but defined in the Plan shall have the same definitions
as in the Plan.

     The details of your option are as follows:

     1.   Vesting.  Subject to the limitations contained herein,
your option will vest as provided in the Grant Notice, provided
that vesting will cease upon the termination of your Continuous
Service.


     2.   Number of Shares and Exercise Price.  The number of
shares subject to your option and your exercise price per share
referred to in the Grant Notice may be adjusted from time to time
for capitalization adjustments, as provided in Section 11 of the
Plan.

     4.   Method of Payment.  Payment of the exercise price is due in
          full
upon exercise of all or any part of your option.  You may elect
to make payment of the exercise price in cash or by check or by a
same day sale of a portion of your Common Stock acquired upon
exercise of your option as follows:

In  the  Company's  sole discretion at the time  your  option  is
exercised  and provided that at the time of exercise  the  Common
Stock  is publicly traded and quoted regularly in The Wall Street
Journal,  pursuant to a program developed under Regulation  T  as
promulgated  by  the Federal Reserve Board which,  prior  to  the
issuance of Common Stock, results in either the receipt  of  cash
(or   check)  by  the  Company  or  the  receipt  of  irrevocable
instructions to pay the aggregate exercise price to  the  Company
from the sales proceeds.
          The  Optionholder  may also pay the exercise  price  by
delivery to the Company of other Common Stock  with a Fair market
Value equal to the exercise price.
     4.   Whole Shares.  Your option may only be exercised for
whole shares.

     5.   Securities Law Compliance.  Notwithstanding anything to
the contrary contained herein, your option may not be exercised
unless the shares issuable upon exercise of your option are then
registered under the Securities Act or, if such shares are not
then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements
of the Securities Act.  The exercise of your option must also
comply with other applicable laws and regulations governing the
option, and the option may not be exercised if the Company
determines that the exercise would not be in material compliance
with such laws and regulations.

     6.   Term.  The term of your option commences on the Date of
Grant and expires upon the earliest of the following:

          (a)   immediately  upon termination of your  Continuous
     Service for Cause;

          (b)  three (3) months after the termination of your
Continuous Service for any reason other than Retirement,
Disability, death, or involuntary termination (with or without
Cause), provided that if during any part of such three (3) month
period the option is not exercisable solely because of the
condition set forth in paragraph 5, the option shall not expire
until the earlier of the Expiration Date or until it shall have
been exercisable for an aggregate period of three (3) months
after the termination of your Continuous Service;

          (c)  six (6) months after the involuntary termination
of your Continuous Service without Cause;

          (d)  twelve (12) months after the termination of your
Continuous Service due to Disability;

          (e)  eighteen (18) months after your death if you die
either during your Continuous Service or within twelve (12)
months after your Continuous Service terminates for reason other
than Cause;

          (f)  thirty-six (36) months after the termination of
your Continuous Service due to Retirement (i.e., retirement as a
participant under the terms of and within the meaning of the
Company's Pension Plan, as amended from time to time); or

          (g)  the fifth (5th) anniversary of the Date of Grant.

     7.   Exercise.

          (a)  You may exercise the vested portion of your option
during its term by delivering a Notice of Exercise (in a form
designated by the Company) together with the exercise price to
the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together
with such additional documents as the Company may then require.

          (b)  By exercising your option you agree that, as a
condition to any exercise of your option, the Company may require
you to enter an arrangement providing for the payment by you to
the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of your option, (2) the
lapse of any substantial risk of forfeiture to which the shares
are subject at the time of exercise, or (3) the disposition of
shares acquired upon such exercise.

     8.   Transferability.  Your option is not transferable,
except by will or by the laws of descent and distribution, and is
exercisable during your life only by you.  Notwithstanding the
foregoing, by delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who,
in the event of your death, shall thereafter be entitled to
exercise your option.

     9.   Change in Control.

          (c)  In the event of (i) a dissolution or liquidation of the
Company, (ii) a sale of all or substantially all of the assets of
the Company, (iii) a merger or consolidation in which the Company
is  not the surviving corporation, (iv) a reverse merger in which
the Company is the surviving corporation but the shares of Common
Stock  outstanding immediately preceding the merger are converted
by  virtue of the merger into other property, whether in the form
of  securities,  cash  or  otherwise,  and  in  which  beneficial
ownership  of  securities of the Company  representing  at  least
fifty percent (50%) of the combined voting power entitled to vote
in  the election of directors has changed, (v) an acquisition  by
any  person, entity or group within the meaning of Section  13(d)
or  14(d)  of  the  Exchange  Act, or  any  comparable  successor
provisions  (excluding  any employee  benefit  plan,  or  related
trust, sponsored or maintained by the Company or an Affiliate) of
the  beneficial  ownership  (within the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable successor rule)
of  securities of the Company representing at least fifty percent
(50%)  of  the  combined voting power entitled  to  vote  in  the
election  of directors, or (vi) that the individuals who,  as  of
the  date of the adoption of this Plan, are members of the  Board
(the  "Incumbent Board"), cease for any reason to  constitute  at
least  fifty  percent (50%) of the Board, (if  the  election,  or
nomination for election, by the Company's stockholders of any new
director  was approved by a vote of at least fifty percent  (50%)
of  the Incumbent Board, such new director shall be considered as
a  member of the Incumbent Board), any one of which events  shall
constitute  a "Change in Control", then any surviving corporation
or  acquiring  corporation shall assume any  options  outstanding
under   the  Plan  or  shall  substitute  similar  stock   awards
(including  an  award to acquire the same consideration  paid  to
shareholders in the transaction) for those outstanding under  the
Plan.   In  the  event  any  surviving corporation  or  acquiring
corporation  refuses  to  assume such options  or  to  substitute
similar  stock awards for those outstanding under the Plan,  then
with  respect  to  options held by Participants whose  Continuous
Service has not terminated, the vesting of such options (and,  if
applicable, the time during which such options may be  exercised)
shall be accelerated in full, and the options shall terminate  if
not  exercised (if applicable) at or a reasonable time  following
such event as shall be determined by the Board.

          (d)  If an Optionholder's Continuous Service is terminated
involuntarily  without Cause (other than by death or  disability)
upon or within twenty-four (24) months after the occurrence of  a
Change  in  Control,  then any options held by  such  Participant
shall immediately become fully vested and exercisable.

     10.  Option not a Service Contract.  Your option is not an
employment or service contract, and nothing in your option shall
be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company or an Affiliate, or
of the Company or an Affiliate to continue your employment.  In
addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors,
Officers or Employees to continue any relationship that you might
have as a Director or Consultant for the Company or an Affiliate.

     11.  Withholding Obligations.

          (a)  At the time your option is exercised, in whole or
in part, or at any time thereafter as requested by the Company,
you hereby authorize withholding from payroll and any other
amounts payable to you, and otherwise agree to make adequate
provision for (including by means of a "same day sale" pursuant
to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company),
any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with your option.

          (b)  Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any
applicable conditions or restrictions of law, the Company may
withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of
whole shares having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum
amount of tax required to be withheld by law.  Shares shall be
withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise.  Any adverse
consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.

          (c)  Your option is not exercisable unless the tax
withholding obligations of the Company and/or any Affiliate are
satisfied.  Accordingly, you may not be able to exercise your
option when desired even though your option is vested, and the
Company shall have no obligation to issue a certificate for such
shares or release such shares from any escrow provided for
herein.

     12.  Notices.  Any notices provided for in your option or
the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the
last address you provided to the Company.

     13.  Governing Plan Document.  Your option is subject to all
the provisions of the Plan, the provisions of which are hereby
made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan.  In
the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.