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Exhibit 10.28 UTi WORLDWIDE INC. 2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN _____________________________ Deferral and Distribution Election Form _____________________________ AGREEMENT, made this ___day of , ___, by and between me, as a participant in the UTi
Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan (the Plan), and UTi Worldwide
Inc. (the Company). This Agreement shall control the distribution of any of the Companys
ordinary shares (Shares) that I become entitled to receive pursuant to my Restricted Share Unit
Award Agreement (the Award Agreement) having a grant date of  ___, 20___(the Grant
Date). We agree that any term that begins herein with initial capital letters shall have the
special meaning defined in the Plan or the Award Agreement, unless the context clearly requires
otherwise. *** Same
Calendar Year Election Requirement ***. I understand and agree that this election
will be ineffective if it is made in a calendar year other than the one in which the Grant Date
occurred, unless I have just become an Eligible Director. If I have just become an Eligible
Director, I understand that this election will be effective with respect to the remainder of this
calendar year only if I make this election not later than the thirtieth day after I first became an
Eligible Director. 1. Deferral Election. Pursuant to Section 6 of the Award Agreement, I hereby
irrevocably electto defer the receipt of ___% of the Shares that would otherwise be issued to me
at any time and from time to time pursuant to the Award Agreement. I recognize and agree that the
Company will establish an Account for me under the Plan, and will credit that account pursuant to
Section 7 of the Plan with Deferred Share Units, on a one-to-one basis with my Restricted Share
Units, as my interest in them vests. 2. Nature of Distribution. I recognize that distributions in respect of my Account
will be made: in the form of (a) one Share for each Deferred Share Unit credited to my Account, and
(b) a cash payment with respect to each Share that I receive pursuant to paragraph 2(a) hereof, in
an amount equal to the cash dividends declared and paid on the Companys outstanding Shares between
the Grant Date and the issuance of the Share to me. Cash shall also be paid in lieu of fractional
Shares. 3. Timing and Manner of Distributions. I hereby elect to commence receiving
distributions from my Account in the following manner:   ̈
    three (3) substantially equal installment distributions to be made before
the last day of each of the three (3) calendar years following the date that my
membership on the board terminates (such date being the cessation of my
Continuous Service).




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 ̈
    a lump sum distribution of ______Shares as soon as practicable following
the cessation of my Continuous Service and, with respect to the remaining
Shares, in ___substantially equal annual installments (not to exceed 10) on
each January 1st following such distribution until such Shares are distributed.   ̈
    in the event of a Change in Control    ̈
    a lump sum distribution to be made as soon as administratively
practicable after the Change in Control.   ̈
    a lump sum distribution of ______Shares as soon as practicable
following the cessation of my Continuous Service, and, with respect to
the remaining Shares, in ___substantially equal annual installments
(not to exceed 10) on each January 1st following such distribution
until such Shares are distributed. 4. Form of Payment to Beneficiary. In the event of my death before collecting all of
my Account, any remaining portion of my Account shall be distributed to my beneficiary or
beneficiaries named below in the following manner   ̈
    in a single lump sum to be distributed as soon as administratively
practicable following my death.   ̈
    in accordance with the payment schedule selected in paragraph 3 hereof (with
payments made as though I survived to collect all benefits, and as though I
terminated service on the date of my death if payments had not already begun). 5. Designation of Beneficiary. In the event of my death before I have collected all of
my Account, I hereby direct that my beneficiaries shall be as follows: a. Primary Beneficiary. I hereby designate the person(s) named below to be my primary
beneficiary and to receive the balance of any unpaid portion of my Account. Name of
    
    
    
    
    
    Percentage ofPrimary Beneficiary
    
    Social Security Number
    
    Mailing Address
    
    Death Benefit%
%




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b. Contingent Beneficiary. In the event that a primary beneficiary or beneficiaries
named above are not living at the time of my death, I hereby designate the following person(s) to
be my contingent beneficiary for purposes of the Plan with respect to any Shares not previously
issued to a primary beneficiary pursuant to paragraph 5(a) above: Name of
    
    
    
    
    
    Percentage ofContingent Beneficiary
    
    Social Security Number
    
    Mailing Address
    
    Death Benefit%
%
 6. Effect of Election. The election made in paragraph 1 hereof shall be irrevocable
when made. The election made in paragraph 3 hereof shall be effective only if the Company receives
my election either more than 90 days before a Change in Control, before my Continuous Service ends
due to my death, or more than one year before cessation of my Continuous Service for a reason other
than death. My elections in paragraphs 4 and 5 shall be revocable until my death, at which time
they become irrevocable. 7. Changing of Elections. I recognize that I may, by submitting an effective
superseding election, at any time and from time to time file new elections under paragraph 3
(subject to the effective date rules set forth in the preceding sentence). In addition, I recognize
that I may at any time and from time to time change the elections made in paragraphs 4 and 5 above. 8. Change in U.S. Tax Laws. The parties recognize and agree that the Company will
take any actions that it considers reasonably necessary or proper to assure that any changes in the
U.S. federal tax laws will not accelerate the date of my income taxation to a date before I receive
distributions of Shares or cash pursuant to my elections in this Agreement. If such taxation will
occur on an accelerated basis and I have not executed such documents, if any, that the Company
considers reasonably necessary or proper to avoid immediate taxation, then the Company shall
distribute Shares and cash to me having a value equal to the income I recognize. 9. Satisfaction of Award Commitments. The parties recognize and agree that the
Company will have fully honored and discharged its obligations under this Agreement, the Award
Agreement, and the Plan if the Company distributes my Account in accordance with the provisions
hereof. Witnessed by:
    
    PARTICIPANTUTi WORLDWIDE INC.Name:Title: