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                                                                   EXHIBIT 10(l)

                        AMERICAN FREIGHTWAYS CORPORATION

                             AMENDED AND RESTATED
                             EXCESS BENEFITS PLAN



                                   ARTICLE I

                             ESTABLISHMENT OF PLAN
                             ---------------------

          Section 1.01.  Establishment.  American Freightways Corporation Excess
Benefits Plan was established effective as of 1993.  This amended and restated
Plan is effective March 1, 1994.

          Section 1.02.  Purpose.  The purpose of this Plan is solely to provide
benefits in excess of the limitations of Section 415(c), 415(e), 401(k) and
Section 401(a)(17) of the Internal Revenue Code of 1986, or corresponding
provisions of subsequent federal tax laws ("Code") to a select group of
management or highly compensated employees upon whose efforts the continued
successful operation of the Company is largely dependent, and to ensure the
continued availability of their services to the Company.

          Section 1.03.  Funding.  The Plan is unfunded and the rights, if any,
of any person to any benefits hereunder shall be the same as any unsecured
general creditor of the Company.  The benefits payable under this Plan shall be
paid by the Company each year out of the Trust under the American Freightways
Corporation Amended and Restated Executive Saving Plan dated as of March, 1993
(the "Trust"), to the full extent of the assets contained in the Trust,
otherwise out of the Company's general assets.


                                  ARTICLE II

                        DEFINITIONS AND INTERPRETATION
                        ------------------------------

          Section 2.01.  Definitions.  When the initial letter of a word or
phrase is capitalized herein, such word or phrase shall have the meaning
hereinafter set forth;

     (a)  "Board" means the Board of Directors of the Company which shall
          interpret the Plan in its sole discretion.

     (b)  "Company" means American Freightways Corporation.
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     (c)  "Excess Benefit Plan Account" means the book reserve established for
          each Participant to which shall be credited his benefit under this
          Plan.

     (d)  "Participant" means a participant under the Profit-Sharing Plan (i)
          who is designated by the Board as being eligible to participate in
          this Plan, (ii) who agrees to be bound by the provisions of this Plan
          on a form provided by the Company and (iii) who is, or whose
          beneficiaries are entitled to benefits under the Plan.

     (e)  "Plan" means the "American Freightways Corporation Amended and
          Restated Excess Benefits Plan" as set forth herein and as it may be
          amended from time to time hereafter.

     (f)  "Profit-Sharing Plan" means the "American Freightways Corporation
          401(k) Profit-Sharing Plan" as amended from time to time.

     (g)  "Trust" means the Trust under the American Freightways Corporation
          Amended and Restated Excess Benefits Plan, as may be amended from time
          to time.

     Section 2.02.  Construction and Governing Law.

     (a)  This Plan shall be construed, enforced, and administered and the
          validity thereof determined in accordance with the laws of the State
          of Arkansas.

     (b)  Words used herein in the masculine gender shall be construed to
          include the feminine gender where appropriate and the words used
          herein in the singular or plural shall be construed as being in the
          plural or singular where appropriate

     (c)  When the initial letter of a word or phrase is Capitalized herein and
          such word or phrase is not defined in Section 2.01, such word or
          phrase shall have such meaning as provided in the Profit-Sharing Plan.


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                                  ARTICLE III

                               AMOUNT OF BENEFIT
                               -----------------

          Section 3.01.  Allocations.  If, with respect to any Plan Year, the
allocation made to the Account of a Participant under the Profit-Sharing Plan is
less than the allocation that would have been for the benefit of such
Participant but for the application of the limitations on benefits under Code
Sections 415(c), 415(e), 401(k) or 401(a)(17), the Participant shall be entitled
to have his Plan Account credited with an amount equal to the difference between
the actual allocation made for the benefit of such Participant for the Plan Year
and the allocation that would have been made for such Participant but for the
application of such Code limitations.  Such allocation shall be made at such
time as these benefits would have been contributed to the Profit Sharing Plan,
if determinable, otherwise as of the last day of the corresponding year.

          Section 3.02.  Credited Interest.  The balance of a Participant's
Excess Benefit Plan Account as of any Valuation Date shall be credited with a
gain (or debited with a loss), equal to the gain (or loss) such balance would
have experienced had it been invested in the Trust for the period from the date
the funds were credited to such Excess Benefit Plan Account until such Valuation
Date.

          Section 3.03.  Vesting.  A Participant under this Plan shall vest in
his Excess Benefit Plan Account in accordance with the vesting schedule set
forth in the Profit-Sharing Plan.

                                 ARTICLE IV

                              PAYMENT OF BENEFITS
                              -------------------

          Section 4.01. Retirement.  Upon retirement, benefits under this Plan
shall be payable to a Participant on the same date in annual installments over a
five year period. The amount of each installment shall be determined by
multiplying the value of the amount of the Excess Benefit Plan Account to be
distributed by a fraction, the numerator of which is one and the denominator of
which is the total number of installments remaining to be paid. Such benefits
shall be payable commencing with payments under the Profit-Sharing Plan. Such
benefits shall be paid first out of the assets of the Trust, to the extent
thereof, and, otherwise out of the general assets of the Company.

          Section 4.02.  Termination.  Upon the death, disability or other
termination of Participant's employment with the Company other than by
retirement, all vested amounts in such Participant's Excess Benefits Plan
Account shall be distributed in a single cash lump sum payment to Participant
(or his designated beneficiary) on a date that is the later of (i) ninety (90)
days after the date of death, disability or termination, or (ii) January 1 or
the year beginning after the date of such death, disability or termination.

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                                   ARTICLE V

                                ADMINISTRATION
                                --------------

          Section 5.01.  Plan Administrator.  The person or persons designated
by the Plan Administrator of the Profit-Sharing Plan to perform the
administrative functions for the Profit-Sharing Plan shall perform the
administrative functions necessary for the operation of this Plan, except that
no person shall vote or take action with respect to his own Plan benefit.


                                  ARTICLE VI

                                 MISCELLANEOUS
                                 -------------

          Section 6.01.  Amendments.  The Board from time to time may amend,
suspend, or terminate, in whole or In part, any or all of the provisions of this
Plan, effective as of the beginning of any calendar year commencing on or after
the date of adoption of such action by the Board; provided, however, that no
such action shall affect the rights of any Participant, or the operation of this
Plan with respect to any benefits of a Participant which have accrued prior to
such action.

          Section 6.02.  No Employment Rights.  Neither the establishment of
this Plan nor the status of an employee as a Participant shall give any
Participant any right to be retained in the employ of an Employer; and no
Participant and no person claiming under or through such Participant shall have
any right or interest in any benefit under this Plan unless and until the terms,
conditions and provisions of this Plan affecting such Participant shall have
been satisfied,

          Section 6.03.  Nonalienation.  The right of any Participant or any
person claiming under or through such Participant to any benefit or any payment
hereunder shall not be subject in any manner to attachment or other legal
process for the debts of such Participant or person; and the same shall not be
subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

          Section 6.04.  Limitation of Liability.  No member of the Board and no
officer or employee of an Employer shall be liable to any person for any action
taken or omitted in connection with the administration of this Plan, nor shall
an Employer be liable to any person for any such action or omission.  No person
shall, because of the Plan, acquire any right to an accounting or to examine the
books or the affairs of an Employer.  Nothing in this Plan shall be construed to
create any trust or fiduciary relatIonship between an Employer and any
Participant or any other person.

          Suction 6.05.  Acceleration of Payment.  The Board in its sole
discretion may accelerate the time of payment of any benefit to any Participant
or Beneficiary to the extent that it deems It equitable or desirable under the
circumstances.

          Section 6.06.  Representative of Board.  The Board may from time to
time designate an individual or committee to carry out any duties or
responsibilities of the Board hereunder.

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          Section 6.07.  Designation of Beneficiary.  Each Participant may
designate a beneficiary in writing to receive any and all payments to which he
may be entitled under this Plan upon his death.  If a Participant fails to
designate a beneficiary in writing, benefits remaining unpaid at his death shall
be paid to his surviving spouse and if there is no surviving spouse to the
executor or other personal representative of the Participant to be distributed
in accordance with the Participant's will or applicable law.


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          IN WITNESS WHEREOF, the undersigned has caused this Amended and
Restated Plan to be executed as of this 7th day of February, 1996.

                                       AMERICAN FREIGHTWAYS CORPORATION



                                       By: /s/Tom Garrison
                                          --------------------------
                                       Its: Vice President
                                           -------------------------



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