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                                                                    Exhibit 10.3




                                  RIDER NO. 2
                                     TO THE
                              CALIBER SYSTEM, INC.
                      LONG-TERM STOCK AWARD INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF JANUARY 2, 1996)
                  --------------------------------------------


     1. A new Section 1.4A is added to the Plan immediately following Section
1.4 to read as follows:

         1.4A The term "Change in Control" means the occurrence of any of the
     following events:

                  1.4A.1 any "person," as such term is used in Sections 3(a)(9)
         and 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
         Act"), becomes a "beneficial owner," as such term is used in Rule 13d-3
         promulgated under the 1934 Act, of 20% or more of the combined voting
         power of all the Voting Securities of Caliber then outstanding;

                  1.4A.2 the majority of the Board of Directors of Caliber (the
         "Board") consists of individuals other than Incumbent Directors, which
         term means the members of the Board on March 1, 1997; provided that any
         person becoming a director subsequent to such date whose election or
         nomination for election was supported by three-quarters of the
         directors who then comprised the Incumbent Directors shall be
         considered to be an Incumbent Director;

                  1.4A.3 Caliber adopts any plan of liquidation providing for
         the distribution of all or substantially all of its assets;

                  1.4A.4 all or substantially all of the assets of Caliber are
         disposed of pursuant to a merger, consolidation or other transaction
         (unless the holders of the Voting Securities of Caliber immediately
         prior to such merger, consolidation or other transaction beneficially
         own, directly or indirectly, in substantially the same proportion as
         they owned the Voting Securities of Caliber, all of the Voting
         Securities or other ownership interests of the entity or entities, if
         any, that succeed to the business of Caliber); or

                  1.4A.5 Caliber combines with another company and is the
         surviving corporation but, immediately after the combination, the
         holders of the Voting Securities of Caliber immediately prior to the


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         combination hold, directly or indirectly, 50% or less of the Voting
         Securities of the combined company (there being excluded from the
         Voting Securities held by such holders of the Voting Securities, but
         not from the Voting Securities of the combined company, any securities
         received by Related Entities of such other company in exchange for
         securities of such other company).

     For purposes of this Section, the term "Voting Securities" means any shares
     of capital stock or other securities of Caliber that are generally entitled
     to vote in elections for directors; and the term "Related Entities" means a
     person or entity that directly or indirectly controls, is controlled by, or
     is under common control with the person or other entity specified.

         2. Section 3.2 of the Plan is amended by the addition of a new sentence
at the end thereof to read as follows:

         Notwithstanding the preceding sentence, Stock Credits earned since the
         preceding December 31 through the date of a Change in Control shall be
         entered on the date of the Change in Control for Officers employed by
         Caliber or an Affiliate on the date immediately preceding the Change
         in Control and for a pro rata fraction of the award for Officers
         terminated on account of death, disability or retirement.

         3. Section 3.3 of the Plan is amended by the addition of a new sentence
at the end thereof to read as follows:

         Upon the occurrence of a Change in Control, the cash credits provided
         for in the first sentence of this Section shall be converted to Stock
         Credits equal to the number of shares of Caliber Common Stock which
         could have been purchased had the cash been so applied. Said conversion
         shall be at the average of the fair market values for said Caliber
         Common Stock on the dividend payment dates.

         4. Section 5.5 of the Plan is amended in its entirety to read as 
follows:

                  5.5 Notwithstanding anything to the contrary contained herein,
         in the event of a Change in Control, any Stock Credit awards made to an
         Officer under the Plan shall immediately vest and become subject to
         immediate distribution. Subject to the provisions of Section 5.2.3,
         distribution under this



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         Section shall be made in the form of shares of Caliber Common Stock and
         cash in lieu of fractional shares unless the Compensation Committee of
         the Board determines that it is necessary to adjust the form of such
         distribution to take into account the occurrence of the Change in
         Control.


         5. Section 7.3 of the Plan is amended in its entirety to read as 
follows:

                  7.3 Notwithstanding anything to the contrary contained herein,
         in the event of a Change in Control, any Stock Credit awards made to an
         Expatriate under the Plan shall immediately vest and become subject to
         immediate distribution. Subject to the provisions of Section 7.2.3,
         distribution under this Section shall be made in the form of shares of
         Caliber Common Stock and cash in lieu of fractional shares unless the
         Compensation Committee of the Board determines that it is necessary to
         adjust the form of such distribution to take into account the
         occurrence of the Change in Control.


                  IN WITNESS WHEREOF, this Rider has been executed this 10th day
of April, 1997 on behalf of Caliber System, Inc. by its duly authorized officer.


ATTEST                                     CALIBER SYSTEM, INC.


/s/ Tammy L. Youngblood                    By  /s/ Donald C. Brown
-----------------------------                  ---------------------------------
                                           Title: V.P - Human Resources