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                                                                    Exhibit 10.1

                                AMENDMENT NO. 1
                          TO THE CALIBER SYSTEM, INC.
                     DIRECTORS' DEFERRED COMPENSATION PLAN
                    (Amended and Restated as of May 8, 1996)



          THIS AMENDMENT NO. 1, dated as of the 8th day of August 1997 by 
Caliber System, Inc. ("Caliber");


                                   WITNESSETH


          WHEREAS, Caliber sponsors the Caliber System, Inc. Directors' Deferred
Compensation Plan (the "Plan");

          WHEREAS, Caliber wishes to amend the Plan effective January 1, 1997,
pursuant to the power reserved to it in Article X of the Plan;

          NOW THEREFORE, Caliber amends the Plan by:

          1)   Amending Paragraph 4.2 of the Plan in its entirety to read as
               follows:

               4.2 CREDITING OF DEFERRED FEES. Deferred Fees that a Participant
               elects to have credited in dollar amounts shall be credited to
               the Participant's Deferred Benefit Account as they become payable
               to the Director. Deferred Fees otherwise payable to a Director
               during a Plan Year that a Participant elects to have credited in
               Units shall be credited to the Participant's Deferred Benefit
               Account as of the end of each calendar quarter (and such
               quarterly credits shall take into account the amount of cash
               dividends paid by the Company on equivalent amounts of Shares
               during periods after the dates on which Fees otherwise would
               have been payable to the Director). The number of Units to be
               credited to each Participant's Deferred Benefit Account shall be
               determined on the basis of the average fair market value of
               Caliber common stock. The average fair market value of Caliber
               common stock for each calendar quarter shall be determined by 
               averaging the closing prices on the New York Stock Exchange on 
               the last business day of each month in the applicable calendar 
               quarter.

          (2)  Amending Paragraph 5.3 of the Plan in its entirety to read as
               follows:

               5.3 CREDITING OF DIVIDEND EQUIVALENTS. Each Deferred Benefit
               Account to which Fees have been credited in Units shall be
               credited as of the end of each calendar quarter with additional
               Units equal in value to the amount of cash dividends paid by the
               Company during each quarter of each Plan Year on the number of
               Shares equivalent


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Amendment No. 1 to the Caliber System, Inc.
Directors' Deferred Compensation Plan
Page 2 of 2

               to the number of Units in such Deferred Benefit Account as of the
               dividend record date. Such dividend equivalents shall be valued
               on the basis of the average fair market value of Caliber common
               stock. The average fair value of Caliber common stock for each
               such calendar quarter shall be determined by averaging the
               closing prices on the New York Stock Exchange on the last
               business day of each month in the applicable calendar quarter.
               Until a Participant or his or her Beneficiary receives his or her
               entire Deferred Benefit Account, the unpaid balance thereof
               credited in Units shall earn dividend equivalents as provided in
               this Section 5.3.

          (3)  Amending Paragraph 6.2 of the Plan in its entirety to read as
               follows:

               6.2 CREDITING OF DIVIDEND EQUIVALENTS. Each Deferred Share Award
               Account shall be credited as of the end of each calendar quarter
               with additional Units equal in value to the amount of cash
               dividends paid by the Company during each quarter of each Plan
               Year on the number of Shares equivalent to the number of Units in
               such Deferred Share Award Account as of the dividend record date.
               Such dividend equivalents shall be valued on the basis of the
               average fair market value of Caliber common stock. The average
               fair market value of Caliber common stock for such calendar
               quarter shall be determined by average the closing prices on the
               New York Stock Exchange on the last business day of each month in
               the applicable calendar quarter. Until a Participant or his or
               her Beneficiary receives his or her entire Deferred Share Award
               Account, the unpaid balance thereof credited in Units shall earn
               dividend equivalents as provided in this Section 6.2.