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                                                            EXHIBIT 4.6

                           USFREIGHTWAYS CORPORATION
                               STOCK OPTION PLAN
                          FOR NON-EMPLOYEE DIRECTORS

                   AMENDED AND RESTATED AS OF MARCH 8, 2001

I.        DEFINITIONS AND PURPOSE

          A.   Definitions:

               Unless otherwise specified or unless the context otherwise
               requires, the following terms, as used in this Plan, have the
               following meanings:

               1.   Affiliate means a corporation which, for purposes of Section
                    422 of the Code, is a parent or subsidiary of the Company,
                    direct or indirect.

               2.   Board means the Board of Directors of the Company.

               3.   Code means the Internal Revenue Code of 1986, as amended.

               4.   Committee means the committee to which the Board delegates
                    the power to act under or pursuant to the provisions of the
                    Plan, or the Board if no committee is selected.

               5.   Company means USFreightways Corporation, a Delaware
                    corporation, and includes any successor or assignee
                    corporation or corporations into which the Company may be
                    merged, changed, or consolidated; any corporation for whose
                    securities the securities of the Company shall be exchanged;
                    and any assignee of or successor to substantially all other
                    assets of the Company.

               6.   Disability means a permanent and total disability as defined
                    in Section 22(e)(3) of the Code.

               7.   Eligible Director means each person who is a director of the
                    Company, and who is not an employee of the Company or any
                    Affiliate of the Company and who has not been an employee of
                    the Company or any Affiliate of the Company for all or any
                    part of the preceding fiscal year. For purposes of the Plan,
                    an Eligible Director shall be deemed to include the employer
                    of such Eligible Director, or any delegatee mandated by his
                    employer, if the Eligible Director is required, as a
                    condition of his employment, to provide that any Option
                    granted hereunder be made to the employer or its delegatee.

               8.   Option means a right or option granted under the Plan, which
                    right or option shall not be intended to qualify as an
                    incentive stock option as defined in Section 422 of the
                    Code.

               9.   Option Agreement means an agreement between the Company and
                    a Participant executed and delivered pursuant to the Plan.

               10.  Participant means an Eligible Director to whom an Option is
                    granted under the Plan.

               11.  Plan means this Stock Option Plan for Non-Employee
                    Directors, as amended from time to time.

               12.  Shares means the following shares of the capital stock of
                    the Company as to which Options have been or may be granted
                    under the Plan: authorized and unissued common stock, $0.01
                    par value, treasury shares held by the Company or any shares
                    of capital stock into which the Shares are changed or for
                    which they are exchanged within the provisions of Article VI
                    of the Plan.
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          B.   Purpose of the Plan:

               The Plan intended to promote the interests of the Company and its
               stockholders by attracting and retaining highly qualified
               independent directors through an investment interest in the
               Company's future success.

II.       SHARES SUBJECT TO THE PLAN

          The aggregate number of Shares as to which Options may be granted from
          time to time shall be Six Hundred Thousand (600,000) Shares.

          If an Option ceases to be "outstanding", in whole or in part, the
          Shares which were subject to such Option, if the Option was not
          exercised, shall be available for the granting of other Options. Any
          Option, if the Option was not exercised, shall be available for the
          granting of other Options. Any Option shall be treated as
          "outstanding" until such Option is exercised in full, or terminates or
          expires under the provisions of the Plan or Option Agreement.

          Subject to the provisions of Article VI, the aggregate number of
          Shares as to which Options may be granted shall be subject to change
          only by means of an amendment of the Plan duly adopted by the Company
          and approved by the stockholders of the Company within such time
          period as may be required by the Securities Exchange Act of 1934, as
          amended from time to time.

III.      ADMINISTRATION OF THE PLAN

          The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee is authorized to:

          A.   Interpret the provisions of the Plan or any Option or Option
               Agreement and to make all rules and determinations which it deems
               necessary or advisable for the administration of the Plan;

          B.   Determine the Eligible Directors to whom Options shall be
               granted;

          C.   Determine the number of Shares for which an Option or Options
               shall be granted;

          D.   Provide for the acceleration of the right to exercise an Option
               (or any portion thereof); and

          E.   Specify the terms and conditions upon which Options may be
               granted.

          The interpretation and construction by the Committee of any provisions
          of the Plan or of any Option granted under it shall be final.

IV.       ELIGIBILITY FOR PARTICIPATION

          Each Participant must be an Eligible Director of the Company at the
          time an Option is granted. Each Eligible Director shall be granted, at
          the later of the effective date of the Plan or the date such director
          becomes an Eligible Director, and at such other time or times as
          described in Article V, an Option to purchase Shares under the Plan.
          In addition to the formula-based Shares set forth in Article V, the
          Committee may at any time and from time to time grant one or more
          additional Options to one or more Eligible Directors ("Discretionary
          Options") and may designate the number of Shares to be subject to each
          Discretionary Option so granted, provided however that no grant of a
          Discretionary Option to purchase Shares shall permit unrestricted
          ownership of Shares by the Eligible Director for at least six (6)
          months from the date of grant of the Discretionary Option, unless the
          Committee determines that the grant of such Discretionary Option to
          purchase Shares otherwise satisfies the then current Rule 16b-3
          requirements under the Securities Exchange Act of 1934.

V.        TERMS AND CONDITIONS OF OPTIONS

          Each Option shall be set forth in an Option Agreement, duly executed
          on behalf of the Company and by the participant to whom such Option is
          granted. Except for the setting of the Option price under Paragraph A
          of this Article V, no Option shall be granted and no purported grant
          of any Option shall be effective until such

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          Option Agreement shall have been duly executed on behalf of the
          Company and by the Participant. Each such Option Agreement shall be
          subject to at least the following terms and conditions:

          A.   OPTION PRICE:

               The exercise price of the Shares covered by each Option granted
               under the Plan shall be equal to 100% of the "fair market value"
               of the Shares on the date of the granted Option. If the Shares
               are listed on any national securities exchange, the fair market
               value shall be the mean average of the high and low sales prices,
               if any, on the largest such exchange on the date of the grant of
               the Option, or, if none, on the most recent trade date thirty
               (30) days or less prior to the date of the grant of the Option.
               If the Shares are not then listed on any such exchange, the fair
               market value of such Shares shall be the closing "Ask" prices, if
               any, as reported on the National Association of Securities
               Dealers automated Quotation System ("NASDAQ") for the date of the
               grant of the Option, or if none, on the most recent trade date
               thirty (30) days or less prior to the date of the grant of the
               Option for which such quotations are reported. If the Shares are
               not then either listed on any such exchange or quoted on NASDAQ,
               the fair market value shall be the mean between the average of
               the "Bid" and the average of the "Ask" prices, if any, as
               reported in the National daily Quotation Service for the date of
               the grant of the Option, or, if none, for the most recent trade
               date thirty (30) days or less prior to the date of the grant of
               the Option for which such quotations are reported.

          B.   NUMBER OF SHARES:

               Each Eligible Director shall automatically, at the later of the
               effective date of the Plan or the date such director becomes an
               Eligible Director, be granted an Option under this Plan to
               acquire 10,000 Shares. Upon the fifth and tenth anniversaries of
               such initial grant, each Participant shall automatically be
               granted Options under this Plan to acquire an additional 10,000
               Shares at each such anniversary, provided the Participant is an
               Eligible Director at such anniversary. In addition to the
               foregoing, each Eligible Director may from time to time be
               granted by the Committee, in its discretion, a Discretionary
               Option.

          C.   TERM OF OPTION:

               No Option granted under the Plan shall be exercisable after the
               expiration of ten (10) years from the date of the grant.

          D.   DATE OF EXERCISE:

               1.   Options granted to an Eligible Director under the Plan on
                    the Plan's effective date shall become exercisable
                    cumulatively in accordance with the following schedule:

                    Years Elapsed Since       Cumulative Number of Shares
                    Date of Grant             For Which Option May Be Exercised
                    ----------------------    ---------------------------------

                    Less than   1                           2,000
                                1                           3,600
                                2                           5,200
                                3                           6,800
                                4                           8,400
                                5 or more                  10,000

               2.   Options granted to an Eligible Director under the Plan after
                    the Plan's effective date shall become exercisable
                    cumulatively in accordance with the following schedule:


                    Years Elapsed Since       Cumulative Number of Shares
                    Date of Grant             For Which Option May Be Exercised
                    ----------------------    ---------------------------------

                    Less than   1                               0
                                1                           2,000

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                                2                           4,000
                                3                           6,000
                                4                           8,000
                                5 or more                  10,000

               The foregoing schedules notwithstanding, if a Participant shall
               cease to be a director of the Company because of death or
               Disability, all Shares for which an Option has been granted shall
               become immediately exercisable and shall be exercisable in
               accordance with Paragraph F.

               Not withstanding anything herein to the contrary, upon the
               authorization of the grant of a Discretionary Option, or at
               anytime thereafter, the Committee may prescribe the date or dates
               on which the Discretionary Option becomes exercisable, and may
               provide that the Discretionary Option become exercisable in
               installments over a period of years, or upon the attainment of
               stated goals.

          E.   MEDIUM OF PAYMENT:

               The Option price shall be paid on the date of purchase specified
               in the notice of exercise, as set forth in Paragraph G. It shall
               be paid in the legal tender of the United States, or, at the
               election of the Participant, by surrender to the Company of
               previously owned shares with an aggregate fair market value (on
               the date of the exercise) equal to the Option price to be paid;
               provided, however, that if such shares were acquired pursuant to
               an incentive stock option plan (as defined in Code Section 422)
               of the Company or Affiliate, then the applicable holding period
               requirements of said Section 422 have been met with respect to
               such shares, and, provided further, that if (i) such shares were
               granted pursuant to an option, then such option must have been
               granted at least six (6) months prior to the exercise of the
               Option hereunder; and (ii), such shares were purchased other than
               through the grant and exercise of an option, such shares were
               owned by the Participant for more than six (6) months prior to
               the exercise of the Option hereunder.

          F.   TERMINATION OF STATUS:

          1.   In the event that a Participant shall cease to be a director of
               the Company for any reason other than death, Disability, or
               voluntary termination as a director of the Company on or after
               the attainment of his or her 65th birthday, his or her Option
               shall be exercisable, only to the extent that it was exercisable
               at the date he or she ceased to be a director and only until the
               first to occur of one (1) year after such date or until the date
               on which the Option otherwise expires according to its terms.

          2.   In the event that a Participant shall cease to be a director of
               the Company because of death or Disability, his or her Option may
               be exercised in its entirety (notwithstanding the vesting
               schedule set forth in Paragraph D of this Article V or in any
               Option Agreement) within the originally prescribed term of the
               Option by the Participant or by any person or persons designated
               by the Participant as the executors or administrators of the
               Participant's estate, or by any person or persons who shall have
               acquired the Option directly from the Participant by his or her
               will or the applicable law of descent and distribution.

          3.   In the event that a Participant shall cease to be a director of
               the Company because of voluntary termination as a director of the
               Company on or after the attainment of his or her 65th birthday
               and that Participant has served as a director of the Company for
               five (5) years or more, his or her Option may be exercised in its
               entirety (notwithstanding the vesting schedule set forth in
               Paragraph D of this Article V or in any Option Agreement) within
               the originally prescribed term of the Option by the Participant;
               provided that the Committee, in its sole discretion, approves the
               exercise of the Option in its entirety.

          4.   In the event that a Participant shall cease to be a director of
               the Company because of voluntary termination as a director of the
               Company on or after the attainment of his or her 72nd birthday
               and that Participant has not served as a director of the Company
               for five (5) years, his or her Option shall be exercisable
               (notwithstanding the vesting schedule set forth in Paragraph D of
               this Article V or in any Option Agreement) within

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               the originally prescribed term of the Option by the Participant,
               to the extent that (a) it was exercisable at the date he or she
               ceased to be a director and (b) if the Option was exercisable
               periodically, to the extent of any additional rights that would
               have become exercisable (had the Participant not voluntarily
               terminated as a director of the Company) during successive one
               year periods from the Participant's date of termination for each
               year the Participant served as a director of the Company.

          G.   EXERCISE OF OPTION AND ISSUE OF STOCK:

               Option shall be exercised by giving written notice to the
               Company. Such written notice shall: (1) be signed by the person
               exercising the Option, (2) state the number of Shares with
               respect to which the Option is being exercised, and (3) specify a
               date (other than a Saturday, Sunday or legal holiday) not less
               than five (5) nor more than ten (10) days after the date of such
               written notice, as the date on which the Shares will be
               purchased. Such tender and conveyance shall take place at the
               principal office of the Company during ordinary business hours,
               or at such other hour and place agreed upon by the Company and
               the person or persons exercising the Option. On the date
               specified in such written notice (which date may be extended by
               the Company in order to comply with any law or regulation which
               requires the Company to take any action with respect to the
               Option Shares prior to the issuance thereof, whether pursuant to
               the provisions of Article VI or otherwise), the Company shall
               accept payment for the Option Shares and shall deliver to the
               person or persons exercising the Option in exchange therefor an
               appropriate certificate or certificates for paid non-assessable
               Shares. In the event of any failure to take up and pay for the
               number of Shares specified in such written notice on the date set
               forth therein (or on the extended date as above provided), the
               right to exercise the Option shall terminate with respect to such
               number of Shares, but shall continue with respect to the
               remaining Shares covered by the Option and not yet acquired
               pursuant thereto.

          H.   RIGHTS AS A STOCKHOLDER:

               No Participant to whom an Option has been granted shall have
               rights as a stockholder with respect to any Shares covered by
               such Option except as to such Shares as have been issued to or
               registered in the Company's share register in the name of such
               Participant upon the due exercise of the Option and tender of the
               full Option price.

          I.   ASSIGNABILITY AND TRANSFERABILITY OF OPTION:

               By its terms, an Option granted to a participant shall not be
               transferable by the Participant and shall be exercisable, during
               the Participant's lifetime, only by such Participant. Such Option
               shall not be assigned, pledged or hypothecated in any way
               (whether by operation of law or otherwise) and shall not be
               subject to execution, attachment, or similar process. Any
               attempted transfer, assignment, pledge, hypothecation or other
               disposition of any Option or of any rights granted thereunder
               contrary to the provisions of this Paragraph I, or the levy of
               any attachment or similar process upon an Option or such rights,
               shall be null and void.

VI.       ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

          In the event that the outstanding shares of the Company are changed
          into or exchanged for a different number or kind of shares or other
          securities of the Company or of another corporation by reason of any
          reorganization , merger, consolidation, recapitalization,
          reclassification, change in par value, stock split-up, combination of
          shares or dividend payable in capital stock , or the like, appropriate
          adjustments to prevent dilution or enlargement of the rights granted
          to, or available for, Participants shall be made in the number and
          kind of shares for the purchase of which Options may be granted under
          the Plan, and, in addition, appropriate adjustment shall be made in
          the number and kind of Shares and in the Option price per share
          subject to outstanding options. Notwithstanding anything herein to the
          contrary, in the event of an offer for the Company's shares, the
          adoption of a plan of merger or consolidation under which all of the
          shares of the Company would be eliminated, or a sale of substantially
          all of the Company's assets, a Participant shall be entitled to
          exercise immediately all or any portion of the Shares to which he or
          she received an Option, regardless of the number of years elapsed
          since the date of the grant.

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VII.      DISSOLUTION OR LIQUIDATION OF THE COMPANY

          Upon the dissolution or liquidation of the Company other than in
          connection with a transaction to which the preceding Article VI is
          applicable, all Options granted hereunder shall terminate and become
          null and void; provided, however, that if the rights of a Participant
          under the applicable Options have not otherwise terminated and
          expired, the Participant shall have the right immediately prior to
          such dissolution or liquidation to exercise any Option granted
          hereunder to the extent that the right to purchase Shares thereunder
          has become exercisable as of the date immediately prior to such
          dissolution or liquidation.

VIII.     TERMINATION OF THE PLAN

          The Plan shall terminate fifteen (15) years from the date of its
          adoption. The Plan may be terminated at an earlier date by vote of the
          Board; provided, however, that any such earlier termination shall not
          affect any Options granted or Option Agreements executed prior to the
          effective date of such termination. Except as may otherwise by
          provided for under Articles VI and VII, and notwithstanding anything
          in this Plan to the contrary, any Options granted prior to the
          effective date of the Plan's termination may be exercised, if
          otherwise exercisable until ten (10) years have elapsed from the date
          the Option is granted, and the provisions of the Plan with respect to
          the full and final authority of the Committee under the Plan shall
          continue to control.

IX.       AMENDMENT OF THE PLAN

          The Plan may be amended by the Board and such amendment shall become
          effective upon adoption by the Board; provided, however, that any
          amendment to Article II above or that otherwise requires the approval
          of the stockholders of the Company in accordance with the Rule 16b-3
          requirements of the Securities Exchange Act of 1934, as amended from
          time to time, shall be subject to approval of the stockholders within
          the requisite time period of such Act, and provided, further, that the
          Plan may not be amended more frequently than once every six (6)
          months, unless an amendment is necessary to comply with the Code or
          the Employee Retirement Income Security Act of 1974, as amended, and
          is otherwise permitted by Rule 16b-3.

X.        INDEMNIFICATION OF COMMITTEE

          In addition to such other rights of indemnification as they may have
          as directors or members of the Committee, the members of the Committee
          shall be indemnified by the Company against all reasonable expenses,
          including attorneys' fees, actually and necessarily incurred in
          connection with the defense of any action, suit or proceeding, or in
          connection with any appeal therein, to which they or any of them may
          be a party by reason of any action taken by them as members of the
          Committee and against all amounts paid by them in settlement thereof
          (provided such settlement is approved by independent legal counsel
          selected by the Company) or paid by them in satisfaction of a judgment
          in any such action, suit or proceeding, except in relation to matters
          as to which it shall be adjudged in such action, suit or proceeding
          that the Committee member is liable for gross negligence or willful
          misconduct in the performance of his or her duties. To receive such
          indemnification, a Committee member must first offer in writing to the
          Company the opportunity, at his own expense, to defend any such
          action, suit or proceeding.

XI.       RESTRICTIONS

          If the Company shall determine, in its discretion, that the Shares
          under the Plan must be registered or qualified under any applicable
          state or federal securities law before they may be offered or sold to
          the Participant, or that the consent or approval of any governmental
          regulatory body is necessary or desirable in connection with the
          issuance of such Shares, such Option may not be exercised by the
          Participant unless the Shares have been so registered, qualified, or
          listed, or until such consent or approval shall have been obtained,
          free of any conditions not acceptable to the Company. The Company
          shall use reasonable efforts to qualify the Shares, obtain the benefit
          of any applicable exemption from such qualification, or obtain any
          such consent or approval, provided that no Participant shall have any
          right to require the company to undertake any registration or other
          action which the Company determines, in its sole discretion, to be
          unduly burdensome.

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XII.      SAVINGS CLAUSE

          This Plan intended to comply in all respects with applicable law and
          regulations, including Rule 16b-3 of the Securities and Exchange
          Commission. In case any one or more provisions of this Plan shall be
          held invalid, illegal, or unenforceable in any respect under
          applicable law and regulation (including Rule 16b-3), the validity,
          legality, and enforceability of the remaining provisions shall not in
          any way be affected or impaired thereby and the invalid, illegal, or
          unenforceable provisions shall be deemed null and void; however, to
          the extent permitted by law, any provision that could be deemed null
          and void shall first be construed, interpreted, or revised
          retroactively to permit this Plan to be construed in compliance with
          all applicable law (including Rule 16b-3) so as to foster the intent
          of this Plan. Notwithstanding anything herein to the contrary, no
          grant of, or Option to purchase, Shares shall permit unrestricted
          ownership of Shares by the Participant for at least six (6) months
          from the date of grant or Option to purchase.

XIII.     EFFECTIVE DATE

          This Plan shall become effective upon adoption by the Board. The
          adoption of the Plan shall be subject to subsequent approval by the
          stockholders of the Company at the next annual meeting of the
          company's stockholders unless such approval is not required by any
          rules or regulations promulgated by the Securities and Exchange
          Commission under Section 16(b) of the Securities Exchange Act of 1934,
          as amended from time to time. Notwithstanding the foregoing, if the
          Plan shall have been approved by the Board prior to such annual
          meeting, Options shall be granted to Eligible Directors prior to the
          date of such annual meeting in accordance with Article V, subject to
          such subsequent stockholder approval but such Options shall not become
          exercisable until such approval is obtained or its is determined that
          such approval is not required.

XIV.      GOVERNING LAW

          This Plan shall be governed by the laws of the State of Delaware and
          construed in accordance therewith.

Originally adopted and effective on the 29th day of October, 1993 by the Board
of Directors. Amended and restated this 8th day of March 2001 by the Board of
Directors.

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