**U.S.
      XPRESS
      ENTERPRISES, INC.**


**2006
      Omnibus Incentive Plan**








**AWARD
      NOTICE**








GRANTEE:TYPE
                OF
                AWARD:
            
            Restricted
                Stock AwardNUMBER
                OF
                SHARES:DATE
                OF
                GRANT:








1.Grant
      of
      Restricted Stock.
      This Award Notice
      serves to notify you that U.S. Xpress Enterprises, Inc., a Nevada corporation
      (the "Company"),
      hereby grants
      to you, under the Company's 2006 Omnibus Incentive Plan (the "Plan"),
      a Restricted
      Stock Award (the "Award"),
      on the terms
      and conditions set forth in this Award Notice and the Plan, of the number of
      shares set forth above ("Restricted
      Shares")
      of the Company's
      Class A common stock, par value $0.01 per share (the "Common
      Stock"),
      set forth
      above. The Plan is incorporated herein by reference and made a part of this
      Award Notice. A copy of the Plan is available from the Company's Legal
      Department upon request. You should review the terms of this Award Notice and
      the Plan carefully. The capitalized terms used in this Award Notice and not
      otherwise defined herein are defined in the Plan.





2.  Restrictions
      and
      Vesting .
      Subject to the
      terms and conditions set forth in this Award Notice and the Plan, provided
      you
      are still in the employment or service of the Company or any Affiliated Company
      at that time, portions of the Restricted Shares shall vest, and the restrictions
      thereon shall lapse, as of the dates specified in the table below (the
      " Vesting
      Dates ").
      Any fractional
      share resulting from proration shall vest on the last Vesting Date. The period
      of time commencing on the date of grant set forth above and ending on each
      Vesting Date with respect to the percentage vesting on such Vesting Date has
      been established as the Restriction Period by the Committee.





Vesting
                Date
            Percentage
                of
                Shares
              Subject
                to
                Vesting and Release from Restrictions on the Vesting
                Date





3.  Effect
      of Death
      or Other Termination of Employment .
      If your
      Employment is terminated for any reason other than your Retirement at age 65
      or
      older, Disability or death prior to the complete vesting of the Restricted
      Shares, the unvested portion of the Restricted Shares shall be forfeited
      immediately and all your rights to such shares shall terminate immediately
      without further obligation on the part of the Company or any Affiliated Company.
      If your Employment is terminated by reason of your Retirement, Disability or
      death prior to the complete vesting of the Restricted Shares, any unvested
      portion of the Restricted Shares shall immediately vest as of the date of the
      occurrence of such event.





4.  Effect
      of Change
      In Control .
      Upon the
      occurrence of a Change in Control, any unvested portion of the Restricted Shares
      shall immediately vest as of the date of the occurrence of such event.





5.  Registration .
      Certificates
      representing the number of Restricted Shares subject to this Award that vest
      on
      each Vesting Date shall be registered in your name, or shall be evidenced in
      such other manner permitted by applicable law as determined by the Committee.
      Such certificate(s) shall bear an appropriate legend referring to the applicable
      restrictions and shall be deposited by you with the Company, together with
      a
      stock power endorsed in blank. Until the vesting of the Restricted Shares,
      the
      certificate or certificates shall be held by the Company for your
      account.





6.  Issuance
      of
      Shares .
      Subject to
      Sections 7 and 11 of this Award Notice, upon the vesting of any Restricted
      Shares pursuant to this Award Notice, the Company shall issue a certificate
      representing such vested Restricted Shares as promptly as practicable following
      the date of vesting. The Restricted Shares may be issued during your lifetime
      only to you, or after your death to your designated beneficiary, or, in the
      absence of such beneficiary, to your duly qualified personal
      representative.





7.  Withholding .
      You shall pay to
      the Company, or make other arrangements satisfactory to the Company regarding
      the payment of, any federal, state, or local taxes of any kind required by
      applicable law to be withheld with respect to the Restricted Shares awarded
      under this Award Notice. Your right to receive the Restricted Shares under
      this
      Award Notice is subject to, and conditioned on, your payment of such withholding
      amounts.





8.  Nonassignability .
      The Restricted
      Shares and the right to vote such shares and to receive dividends thereon may
      not, except as otherwise provided in the Plan, be sold, transferred, assigned,
      pledged, conveyed, hypothecated or otherwise disposed of in any way prior to
      the
      vesting of such shares, except by will or the laws of descent and distribution,
      or as otherwise determined by the Committee. After vesting, the sale or other
      transfer of the shares of Common Stock shall be subject to applicable laws,
      regulations, and stock exchange or quotation system rules.





9.  Rights
      as a
      Stockholder; Limitation on Rights .
      Unless the Award
      is cancelled as provided in Section 3 of this Award Notice, prior to the vesting
      of the Restricted Shares, you will have all of the other rights of a stockholder
      with respect to the Restricted Shares so awarded, including, but not limited
      to,
      the right to receive such cash dividends, if any, as may be declared on such
      shares from time to time and the right to vote (in person or by proxy) such
      shares at any meeting of stockholders of the Company. Neither the Plan, the
      granting of the Award, nor this Award Notice gives you any right to remain
      in
      the employment or service of the Company or any Affiliated Company.





10.  Rights
      of the
      Company and Affiliated Companies .
      This Award Notice
      does not affect the right of the Company or any Affiliated Company to take
      any
      corporate action whatsoever, including without limitation its right to
      recapitalize, reorganize, or make other changes in its capital structure or
      business, merge or consolidate, issue bonds, notes, shares of Common Stock
      or
      other securities, including preferred stock, or options therefor, dissolve
      or
      liquidate, or sell or transfer any part of its assets or business.





11.  Restrictions
      on
      Issuance of Shares .
      If at any time
      the Company determines that the listing, registration, or qualification of
      the
      Restricted Shares upon any securities exchange or quotation system, or under
      any
      state or federal law, or the approval of any governmental agency, is necessary
      or advisable as a condition to the issuance of a certificate representing any
      vested Restricted Shares, such issuance may not be made in whole or in part
      unless and until such listing, registration, qualification or approval shall
      have been effected or obtained free of any conditions not acceptable to the
      Company.





12.  Plan
      Controls .
      This Award is
      subject to all of the provisions of the Plan, which is hereby incorporated
      by
      reference, and is further subject to all the interpretations, amendments, rules,
      and regulations that may from time to time be promulgated and adopted by the
      Committee pursuant to the Plan. In the event of any conflict among the
      provisions of the Plan and this Award Notice, the provisions of the Plan will
      be
      controlling and determinative.





13.  Amendment .
      Except as
      otherwise provided by the Plan, the Company may only alter, amend, or terminate
      this Award with your consent.





14.  Governing
      Law .
      This Award Notice
      shall be governed by and construed in accordance with the laws of the State
      of
      Tennessee, except as superseded by applicable federal law, without giving effect
      to its conflicts of law provisions.





15.  Notices .
      All notices and
      other communications to the Company required or permitted under this Award
      Notice shall be written, and shall be either delivered personally or sent by
      registered or certified first-class mail, postage prepaid and return receipt
      requested, or by telex or telecopier, addressed to the Company’s office at 4080
      Jenkins Road, Chattanooga, Tennessee, 37421, Attn: Legal Officer. Each such
      notice and other communication delivered personally shall be deemed to have
      been
      given when delivered. Each such notice and other communication delivered by
      mail
      shall be deemed to have been given when it is deposited in the United States
      mail in the manner specified herein, and each such notice and other
      communication delivered by telex or telecopier shall be deemed to have been
      given when it is so transmitted and the appropriate answer back is
      received.











**ACKNOWLEDGEMENT**





The
      undersigned
      acknowledges receipt of, and understands and agrees to be bound by, this Award
      Notice and the Plan. The undersigned further acknowledges that this Award Notice
      and the Plan set forth the entire understanding between him or her and the
      Company regarding the Restricted Stock granted by this Award Notice and that
      this Award Notice and the Plan supersede all prior oral and written agreements
      on that subject.





Dated:
      _______________, 20___





**Grantee:**
















**U.S.
      Xpress
      Enterprises, Inc.**








By:


Name:


Title: