Exhibit
10.48


EXPEDITORS
INTERNATIONAL OF WASHINGTON, INC.

2006 STOCK OPTION PLAN


INCENTIVE STOCK
OPTION AGREEMENT


THIS AGREEMENT is
entered into as of May 3, 2006 (the “Date of Grant”) between Expeditors
International of Washington, Inc., a Washington corporation (the “Company”),
and                        
(the “Optionee”).


WHEREAS, the
Company has approved and adopted the 2006 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 May 3,
2006 (the “Date of Grant”) the Company authorized the grant to the Optionee of
an Incentive 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.


1.                                       Exercise
Price.  The exercise price for the
Option shall be $43.88 per share.


2.                                       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.











3.                                       Vesting
Schedule.


	
  

  	
   

  	
  Portion of Total Option

  
	
  Vesting Date

  	
   

  	
  Which Will Be Exercisable

  
	
   

  	
   

  	
   

  
	
  May 3, 2009

  	
   

  	
  50%

  
	
  May 3, 2010

  	
   

  	
  75%

  
	
  May 3, 2011

  	
   

  	
  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.


4.                                       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.


5.                                       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.


6.                                       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
termination of Optionee’s employment with the Company for any reason other than
death or disability; or


(iii)                                the
expiration of 90 days from 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.











7.                                       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.


8.                                       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 and accompanied by payment in cash, or
by certified or cashier’s check payable to the order of the Company, of the
full exercise price for the Common Stock to be purchased.  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 Optionee agrees that he will also pay to
the Company the amount necessary for the Company to satisfy its withholding
obligation imposed by the Internal Revenue Code of 1986, if any.


9.                                       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 this agreement
is entered into or one (1) year from the date upon which the Options are
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.  Any
tax withholding would be due to the Company at this time.


10.                                 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.


11.                                 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.


12.                                 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 Legal 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, or (ii) five days after the date of postmark by the United States
Postal Service or its successor.


	
  Company:

  	
  Expeditors International of Washington, Inc.

  
	
   

  	
  Attention: Stock
  Option Administration

  
	
   

  	
  1015 Third
  Avenue, 12th Floor

  
	
   

  	
  Seattle,
  Washington 98104