<PAGE>
 
                                                                   EXHIBIT 10(h)








                       AMERICAN FREIGHTWAYS CORPORATION

                             AMENDED AND RESTATED
                            1993 STOCK OPTION PLAN










Effective Date:  January 23, 1996
<PAGE>
 
                   AMERICAN FREIGHTWAYS AMENDED AND RESTATED
                            1993 STOCK OPTION PLAN
<TABLE>
<CAPTION>
 
Article                                                       Page
-------                                                       ----
<S>          <C>                                              <C>
I.           Purposes........................................ 1
II.          Shares Subject to the Plan...................... 1
III.         Administration.................................. 2
IV.          Eligibility..................................... 4
V.           Maximum Allotment of Incentive Options.......... 5
VI.          Option Price and Payment........................ 5
VII.         Use of Proceeds................................. 6
VIII.        Term of Options and Limitations on
             the Right of Exercise........................... 7
IX.          Exercise of Options............................. 7
X.           Stock Appreciation Rights....................... 8
XI.          Nontransferability of Options and
             Stock Appreciation Rights....................... 9
XII.         Termination of Employment...................... 10
XIII.        Adjustment of Shares; Effect of
             Certain Transactions........................... 11
XIV.         Right to Terminate Employment.................. 12
XV.          Purchase for Investment........................ 12
XVI.         Issuance of Certificates;
             Legends; Payment of Expenses................... 13
XVII.        Withholding Taxes.............................. 14
XVIII.       Listing of Shares and Related Matters.......... 14
XIX.         Amendment of the Plan.......................... 14
XX.          Termination or Suspension of the Plan.......... 15
XXI.         Governing Law.................................. 15
XXII.        Effective Date................................. 15
</TABLE>
<PAGE>
 
                   AMERICAN FREIGHTWAYS AMENDED AND RESTATED
                             1993 STOCK OPTION PLAN

                               I.  PURPOSES
                                   --------

          American Freightways Corporation (the "Company") desires to afford
certain of its key employees and key employees of any subsidiary corporation or
parent corporation now existing or hereafter formed or acquired who are
responsible for the continued growth of the Company an opportunity to acquire a
proprietary interest in the Company, and thus to create in such key employees an
increased interest in and a greater concern for the welfare of the Company.

          The stock options ("Options") and stock appreciation rights ("Rights")
offered pursuant to this Freightways Stock Option Plan (the "Plan") are a matter
of separate inducement and are not in lieu of any salary or other compensation
for the services of any key employee.

          The Company, by means of the Plan, seeks to retain the services of
persons now holding key positions and to secure the services of persons capable
of filling such positions.

          The Options granted under the Plan are intended to be either incentive
stock options ("Incentive Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as it may from time to time be amended (the
"Code"), or options that do not meet the requirements for Incentive Options
("Nonqualified Options"), but the Company makes no warranty as to the
qualification of any Option as an Incentive Option.

                      II.  SHARES SUBJECT TO THE PLAN
                           --------------------------

          The total number of common shares of the Company which either may be
purchased pursuant to the exercise of Options granted under the Plan or acquired
pursuant to the exercise of Rights granted under the Plan shall not exceed, in
the aggregate, 1,000,000 of the presently authorized common shares, $.01 par
value per share, of the Company (the "Shares").  Accordingly, the sum of (a) the
number of Shares subject at any one time to Options or Rights granted under the
Plan and (b) the number of Shares then outstanding pursuant to exercises of
Options or Rights granted under the Plan, shall not exceed 1,000,000 Shares.  If
and to the extent that Options granted under the Plan expire or terminate
without having been exercised, new Options or Rights may be granted with respect
to the Shares covered by such expired or terminated 
<PAGE>
 
Options or Rights, provided that the grant and the terms of such new Options or
Rights shall in all respects comply with the provisions of the Plan.  The term
"Shares" shall include any securities, cash or other property into which Shares
may be changed through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, split-up, split-off, spin-off, combination of
Shares, exchange of Shares, issuance of rights to subscribe or change in capital
structure. Shares which are subject to Rights and related Options shall be
counted only once in determining whether the maximum number of Shares which may
be purchased or acquired under the Plan has been exceeded.

          Shares which may be acquired under the Plan may be either authorized
but unissued Shares, Shares of issued stock held in the Company's treasury, or
both, at the discretion of the Company.

          The Company may, from time to time during the period beginning
February 1, 1993 (the "Effective Date") and ending February 1, 2003 (the
"Termination Date"), grant to certain key employees of the Company, or of any
subsidiary corporation or parent corporation of the Company now existing or
hereafter formed or acquired, Options, Rights or both Options and Rights, under
the terms hereinafter set forth provided, however, that any such grants shall
not be effective until this Plan shall have been approved by stockholder vote at
the 1993 Annual Meeting of Stockholders.

          Provisions of the Plan which pertain to Options or Rights granted to
an employee shall apply to Options, Rights or a combination thereof.

          As used in the Plan, the terms "subsidiary corporation" and "parent
corporation" shall mean, respectively, a corporation coming within the
definition of such terms contained in Sections 424(f) and 424(e) of the Code.


                           III.  ADMINISTRATION
                                 --------------

          The Board of Directors of the Company (the "Board of Directors")
hereby designates the Compensation Committee (the "Committee") as the Committee
of the Board of Directors authorized to administer the Plan.  The Committee
shall consist of no fewer than two members of the Board of Directors, each of
whom shall be a "disinterested person" within the meaning of Rule 16b-3 (or any
successor rule or regulation, hereafter "Rule 16b-3") promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  A majority of
the members 

                                      -2-
<PAGE>
 
of the Committee shall constitute a quorum, and the act of a majority of the
members of the Committee shall be the act of the Committee.  Any member of the
Committee may be removed at any time either with or without cause by resolution
adopted by the Board of Directors, and any vacancy on the Committee may at any
time be filled by resolution adopted by the Board of Directors.

          Subject to the express provisions of the Plan, the Committee shall
have authority, in its discretion, to determine the employees to whom Options or
Rights shall be granted, the time when such Options or Rights shall be granted
to employees, the number of Shares which shall be subject to each Option or
Right, the purchase price of each Share which shall be subject to each Option or
Right, the period(s) during which such Options or Rights shall be exercisable
(whether in whole or in part), and the other terms and provisions thereof.  In
determining the employees to whom Options or Rights shall be granted, the
Committee shall consider the length of service, the amount of earnings, the
responsibilities and duties of such employees and such other factors as it
reasonably determines to be relevant to any such employees contribution to the
Company; provided, however, that no employee shall be granted Incentive Options
in any calendar year to purchase shares of stock in the Company or in any
subsidiary corporation or parent corporation of the Company which exceeds the
maximum allotment prescribed in Article V.

          Subject to the express provisions of the Plan, the Committee also
shall have authority to construe the Plan and Options and Rights granted
thereunder, to amend the Plan and Options and Rights granted thereunder, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the respective Options and Rights (which
need not be identical) and to make all other determinations necessary or
advisable for administering the Plan.  Any decision of the Committee reduced to
writing and signed by all members of the Committee shall be effective as a
meeting of the Committee.  The Committee also shall have the authority to
require, in its discretion, that the employee agree, promptly after the grant of
an Option or Right, (i) not to sell or otherwise dispose of Shares acquired
pursuant to the exercise of an Option or Right granted under the Plan for a
period of six (6) months following the date of grant or exercise of the Option
or Right; and (ii) that in the event of termination of employment of such
employee, other than as a result of dismissal without cause, such employee will
not, for a period to be fixed at the time of the grant of the Option or Right,
enter into any other employment, or participate directly or 


                                      -3-
<PAGE>
 
indirectly in any other business or enterprise, which is competitive with the
business of the Company or any subsidiary corporation or parent corporation of
the Company, or enter into any employment in which such employee will be called
upon to utilize special knowledge and information obtained through employment
with the Company or any subsidiary corporation or parent corporation thereof.
The determination of the Committee on matters referred to in this Article III
shall be conclusive.

          Whether or not a Committee is separately designated by the Board of
Directors, any or all powers and functions of the Committee may at any time and
from time to time be exercised by the Board of Directors; provided, however,
that, with respect to the participation in the Plan of employees who are members
of the Board of Directors, such powers and functions of the Committee may be
exercised by the Board of Directors only if, at the time of such exercise, each
of the members of the entire Board of Directors are "disinterested persons"
within the meaning of Rule 16b-3 (or any successor rule or regulation)
promulgated under the Exchange Act.

          The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent.  Expenses incurred by the Board of
Directors or the Committee in the engagement of such counsel, consultant or
agent shall be paid by the Company.  No member or former member of the Committee
or of the Board of Directors shall be liable for any action or determination
made in good faith with respect to the Plan or any Option or Right granted
hereunder.

                             IV.  ELIGIBILITY
                                  -----------

          Options and Rights may be granted only to salaried key employees of
the Company or of any subsidiary corporation or parent corporation of the
Company, except members of the Committee and except as hereinafter provided, and
shall not be granted to any officer or director who is not also a salaried key
employee.

          An Incentive Option shall not be granted to any person who, at the
time such Option is granted, owns shares of the Company or any subsidiary
corporation or parent corporation of the Company who possesses more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any subsidiary corporation or parent corporation of the 

                                      -4-
<PAGE>
 
Company, unless (i) the exercise price per share is not less than one hundred
and ten percent (110%) of the fair market value per share on the date such
Option is granted and (ii) such Option by its terms is not exercisable after the
expiration of five (5) years from the date such Option is granted.  In
determining share ownership of an employee, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by the employee and believed by it to be true.

                  V.  MAXIMUM ALLOTMENT OF INCENTIVE OPTIONS
                      --------------------------------------

          To the extent that the aggregate fair market value of shares as to
which Incentive Options (determined without regard to this Article V) are
exercisable for the first time by an employee during any calendar year exceeds
$100,000, such options shall be treated as Nonqualified Options.

                         VI.  OPTION PRICE AND PAYMENT
                              ------------------------

          The price for each Share purchasable under any Option granted
hereunder shall be such amount as the Committee shall, in its best judgment,
determine on the basis of facts and circumstances to be not less than (i) one
hundred percent (100%) of the fair market value per Share with respect to
Incentive Options, and (ii) one hundred percent (100%) of the fair market value
per Share with respect to Nonqualified Options, at the date any such Option is
granted; provided, however, that, in the case of an Incentive Option granted to
a person who, at the time such Option is granted, owns shares of the Company who
possesses more than ten percent (10%) of the total combined voting power of all
classes of shares of the Company, the purchase price for each share shall be
such amount as the Committee, in its best judgment, shall determine to be not
less than one hundred and ten percent (110%) of the fair market value per Share
at the date the Option is granted.

          If the Shares of the Company are listed on a national securities
exchange (including the New York, American or NASDAQ National Market System) in
the United States on the date any Option is granted, the fair market value per
Share shall be deemed to be the average of the high and low sale prices per
share of such Shares of the Company on such national securities exchange in the
United States on such date, as published by the Wall Street Journal or other
reliable publication, but if the Shares of the Company are not traded on such
date or such national securities exchange is not 


                                      -5-
<PAGE>
 
open for business on such date, the fair market value per Share shall be the
average of such high and low sale prices on the last preceding date on which
such exchange shall have been open for business and the Shares of the Company
were traded.  If the Shares of the Company are listed on more than one national
securities exchange in the United States on the date any such Option is granted,
the Committee shall determine, in its discretion, which national securities
exchange shall be used for the purpose of determining the fair market value per
Share.

          If at the date any Option is granted a public market exists for the
Shares of the Company but such Shares are not listed on a national securities
exchange in the United States, the fair market value per Share shall be deemed
to be the mean between the closing bid and asked quotations in the over-the-
counter market for such Shares of the Company in the United States on the date
such Option is granted.  If there are no bid and asked quotations for such
Shares on such date, the fair market value per Share shall be deemed to be the
mean between the closing bid and asked quotations in the over-the-counter market
in the United States for such Shares of the Company on the closest date
preceding the date such Option is granted, for which such quotations are
available.

          The Company shall cause such Share certificates to be issued only when
it shall have received the full purchase price for the Shares in cash; provided,
however, that in lieu of cash, the holder of an Option may, if the terms of such
Option so provide in the discretion of the Committee and to the extent permitted
by applicable law, exercise his Option, in whole or in part, by delivering to
the Company common shares of the Company (in proper form for transfer and
accompanied by all requisite stock transfer tax stamps or cash in lieu thereof)
owned by such holder having a fair market value equal to the cash exercise price
applicable to that portion of the Option being exercised by the delivery of such
shares.  The fair market value of the shares so delivered to be determined on
the exercise date in the same manner as provided for the determination of the
fair market value on the date of grant, or as may be required in order to comply
with or to conform to the requirements of any applicable laws or regulations.
For this provision, the exercise date is the date on which shares are received
pursuant to the Option and payment is made therefor.

                             VII.  USE OF PROCEEDS
                                   ---------------

          Any cash proceeds of the sale of Shares subject to the Options granted
hereunder are to be added to the general funds of the Company and used for its
general corporate purposes as the Board 


                                      -6-
<PAGE>
 
of Directors shall determine. Shares received by the Company as payment, in
whole or in part, for the exercise of any Option may, in the discretion of the
Board of Directors, be retained as treasury shares or returned and cancelled.

                    VIII.  TERM OF OPTIONS AND LIMITATIONS
                           ON THE RIGHT OF EXERCISE
                           ------------------------

          Unless the Committee shall determine otherwise (in which event, the
instrument evidencing the Option granted hereunder shall so specify), and
subject to the provisions of Article IV, any Option granted hereunder shall be
exercisable during a period of not more than ten (10) years from the date of
grant of such Option at such times and in such amounts as the Committee shall
determine at such date of grant.

          Any Nonqualified Option granted hereunder shall be exercisable at such
times, in such amounts and during such period or periods as the Committee, with
the Board of Directors approval, shall determine at the date of the grant of
such Option.

          The Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Option granted hereunder.

          To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.  If any Option granted hereunder shall terminate prior to the Termination
Date, the Committee shall have the right to use the Shares as to which such
Option shall not have been exercised to grant one or more additional Options to
any eligible employee, but any such grant of an additional Option shall be made
prior to the close of business on the Termination Date.

          In no event shall an Option granted hereunder be exercised for a 
fraction of a share.

                           IX.  EXERCISE OF OPTIONS
                                -------------------

          Options granted under the Plan shall be exercised by the optionee as
to all or part of the Shares covered thereby by the giving of written notice of
the exercise thereof to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased
and accompanied by payment of the purchase price.


                                      -7-
<PAGE>
 
                         X.  STOCK APPRECIATION RIGHTS
                             -------------------------

          In the discretion of the Committee, a Right may be granted (i) alone,
(ii) simultaneously with the grant of an Option (either Incentive or
Nonqualified) and in conjunction therewith or in the alternative thereto or
(iii) subsequent to the grant of a Nonqualified Option and in conjunction
therewith or in the alternative thereto.

          The exercise price of a Right granted alone shall be determined by the
Committee, but shall not be less than one hundred percent (100%) of the fair
market value of one Share on the date of grant of such Right.  A Right granted
simultaneously with or subsequent to the grant of an Option and in conjunction
therewith or in the alternative thereto shall have the same exercise price as
the related Option, shall be transferable only upon the same terms and
conditions as the related Option, and shall be exercisable only to the same
extent as the related Option; provided, however, that a Right, by its terms,
shall be exercisable only when the fair market value of the Shares subject to
the Right exceeds the exercise price thereof.

          Any Right shall be exercisable upon such additional terms and
conditions as may from time to time be prescribed by the Committee.

          A Right shall entitle the holder to receive from the Company, upon a
written request filed with the Corporate Secretary of the Company at its
principal offices (the "Request"), a number of Shares as specified in the
Request (with or without restrictions as to substantial risk of forfeiture and
transferability, as determined by the Committee in its sole discretion), an
amount of cash, or any combination of Shares and cash, as set forth in the
Request (but subject to the approval of the Committee, in its sole discretion,
at any time up to and including the time of payment, as to the making of any
cash payment), having an aggregate value equal to the product of (i) the excess
of the fair market value on the day of such Request of one Share over the
exercise price per Share specified in such Right or its related Option,
multiplied by (ii) the number of Shares for which such Right shall be exercised;
provided, however, that the Committee, in its discretion, may impose a maximum
limitation on the amount of cash, the fair market value of Shares, or a
combination thereof, which may be received by a holder upon exercise of a Right.

          Any election by a holder of a Right to receive cash in full or partial
settlement of such Right, and any exercise of such Right for cash, may be made
only by a Request filed with the Corporate Secretary of the Company either (i)
six months prior to the proposed settlement date for 


                                      -8-
<PAGE>
 
such Right, or (ii) during the period beginning on the third business day
following the date of release for publication by the Company of quarterly or
annual summary statements of sales and earnings and ending on the twelfth
business day following such date.  Within sixty (60) days of the receipt by the
Company of a Request to receive cash in full or partial settlement of a Right or
to exercise such Right for cash, the Committee shall, in its sole discretion,
either consent to or disapprove, in whole or in part, such Request.

          If the Committee disapproves in whole or in part any election by a
holder to receive cash in full or partial settlement of a Right or to exercise
such Right for cash, such disapproval shall not affect such holder's right to
exercise such Right at a later date, to the extent that such Right shall be
otherwise exercisable, or to elect the form of payment at a later date, provided
that an election to receive cash upon such later exercise shall be subject to
the approval of the Committee.  Additionally, such disapproval shall not affect
such holder's right to exercise any related Option or Options granted to such
holder under the Plan.

          A holder of a Right shall not receive cash or Shares of the Company
stock in full or partial settlement of such Right, or upon the full or partial
exercise of such Right, if such Right or the related Option shall have been
exercised during the first six (6) months of its respective term; provided,
however, that such prohibition shall not apply if the holder of such Right dies
or becomes disabled (within the meaning of Section 105(d)(4) of the Code) prior
to the expiration of such six-month period, or if such holder is not a director,
officer or a beneficial owner of more than ten percent (10%) of any class of
equity security of the Company as described in Section 16(a) of the Exchange
Act.

          A Right shall be deemed exercised on the last day of its term, if not
otherwise exercised by the holder thereof, provided that the fair market value
of the Shares subject to the Right exceeds the exercise price thereof on such
date.

                      XI.  NONTRANSFERABILITY OF OPTIONS
                           AND STOCK APPRECIATION RIGHTS
                           -----------------------------

          Neither an Option nor a Right granted hereunder shall be transferable
otherwise than by will or the laws of descent and distribution, and any Option
or Right granted hereunder shall be exercisable, during the lifetime of the
holder, only by such holder.

                                      -9-
<PAGE>
 
                        XII.  TERMINATION OF EMPLOYMENT
                              -------------------------

          If an employee's employment with the Company shall be terminated by
reason of retirement, the Employee shall have the right to exercise the vested
portions of such Option in no event later than (i) in respect of Incentive Stock
Options, 90 days after the retirement date, and (ii) with respect to other
Options the date the Option would have expired had it not been for such
retirement.

          If an employee's employment shall be terminated by reason of death or
disability, the employee shall have the right to exercise vested portions of
such Options for one year following the termination of the employee's
employment.  During such one year period following death or disability, Options
held by employee shall continue to vest.  Such vesting shall not continue after
such one year period and Options not vested shall expire and terminate.

          If an employee's employment shall terminate for reasons other than
death, disability or retirement, any Option or Right previously granted to the
employee, unless otherwise specified by the committee in the Option or Right,
shall, to the extent not theretofore vested, terminate and become null and void.
Employee shall be entitled to exercise any vested portion of an Option or Right
for 90 days following termination.

          If applicable to an Option or Right granted hereunder, whenever such
Option or Right shall be exercised by the legal representative of a deceased
employee or former employee, or by a person who acquired an Option or Right
granted hereunder by bequest or inheritance or by reason of the death of any
employee or former employee, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent proof of
the right of such legal representative or other person to exercise such Option
or Right.

          For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and a corporation if, at the time of the
termination, the individual was an "employee" of such corporation for purposes
of Section 422(a) of the Code.  If an individual is on leave of absence taken
with the consent of the corporation by which such individual was employed, or is
on active military service, and is determined to be an "employee" for purposes
of the exercise of an Option or Right, such individual shall not be entitled to
exercise such Option or Right during such period and while the employment
relationship is treated as continuing intact unless such individual shall have
obtained the prior written consent of such corporation, which consent shall be
signed by 

                                      -10-
<PAGE>
 
the Chairman of the Board, the President, a Vice-President or other duly
authorized officer of such corporation.

          A termination of employment shall not be deemed to occur by reason of
(i) the transfer of an employee from employment by the Company to employment by
a subsidiary corporation or a parent corporation of the Company or (ii) the
transfer of an employee from employment by a subsidiary corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company.

                      XIII.  ADJUSTMENT OF SHARES; EFFECT
                               OF CERTAIN TRANSACTIONS
                               -----------------------

          Notwithstanding any other provision contained herein, in the event of
any change in the Shares subject to the Plan or to any Option or Right granted
under the Plan (through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, issuance of rights to subscribe, or change in
capital structure) appropriate adjustments shall be made by the Committee as to
the maximum number of Shares subject to the Plan, the maximum number of Shares
for which Options or Rights may be granted to any one employee and the number of
Shares and price per Share subject to outstanding Options or Rights which may be
granted to any one employee, and the number of Shares and price per Share
subject to outstanding Options or Rights as shall be equitable to prevent
dilution or enlargement of rights under Options or Rights, and the determination
of the Committee as to these matters shall be conclusive; provided, however,
that (i) any such adjustment with respect to an Incentive Option and any related
Right shall comply with the rules of Section 424(a) of the Code, and (ii) in no
event shall any adjustment be made which would render any Incentive Option
granted hereunder other than an Incentive Option for purposes of Section 422 of
the Code.

          The Committee may determine, in its discretion, that Options and
Rights may become immediately exercisable upon the occurrence of a transaction
involving a "change in control" of the Company, which transactions shall be as
defined in the Option Agreement or other document pursuant to which Options or
Rights are granted.  A "change in control" transaction may include a merger or
consolidation of the Company, a sale of all or substantially all of its assets,
or the 

                                      -11-
<PAGE>
 
acquisition of a significant percentage of the voting power of the Company, or
such other form of transaction as the Committee determines to constitute a
change in control.

          The Committee, in its discretion, may also determine that, upon the
occurrence of such a "change in control" transaction, each Option or Right
outstanding hereunder shall terminate within a specified number of days after
notice to the holder, and such holder shall receive, with respect to each Share
subject to such Option or Right, an amount equal to the excess of the fair
market value of the Shares immediately prior to the occurrence of such
transaction over the exercise price of such Option or Right; such amount shall
be payable in cash, in one or more of the kinds of property payable in such
transaction, or in a combination thereof, as the Committee in its discretion
shall determine.

                      XIV.  RIGHT TO TERMINATE EMPLOYMENT
                            -----------------------------

          The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the employment
of any holder of an Option or Right; it shall not impose any obligation on the
part of any holder of an Option or Right to remain in the employ of the Company
or of any subsidiary corporation or parent corporation thereof.

                         XV.  PURCHASE FOR INVESTMENT
                              -----------------------

          Except as hereafter provided, the holder of an Option or Right granted
hereunder shall, upon any exercise hereof, execute and deliver to the Company a
written statement, in form satisfactory to the Company, in which such holder
represents and warrants that such holder is purchasing or acquiring the Shares
acquired thereunder for such holder's own account, for investment only and not
with a view to the resale or distribution of any of such Shares.  Any resale or
distribution of such Shares shall be made only pursuant to either (a) a
Registration Statement on an appropriate form under the Securities Act of 1933,
as amended (the "Securities Act"), which Registration Statement shall have
become effective and is then current with regard to the Shares being sold, or
(b) a specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption the holder shall, prior to any offer of sale
or sale of such Shares, obtain a prior favorable written opinion, in form and
substance satisfactory to the Company, from counsel for or approved by the
Company, as to the application of such exemption thereto.  The foregoing


                                      -12-
<PAGE>
 
restriction shall not apply to (i) issuances by the Company so long as the
Shares being issued are registered under the Securities Act and a prospectus in
respect thereof is current or (ii) reofferings of Shares by affiliates of the
Company (as defined in Rule 405 or any successor rule or regulation promulgated
under the Securities Act) if the Shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.

                        XVI.  ISSUANCE OF CERTIFICATES;
                         LEGENDS; PAYMENT OF EXPENSES
                         ----------------------------

          Upon any exercise of an Option or Right which may be granted hereunder
and, in the case of an Option, payment of the purchase price, a certificate or
certificates for the Shares as to which the Option or Right has been exercised
shall be issued by the Company in the name of the person exercising the Option
or Right and shall be delivered to or upon the order of such person or persons,
as permitted by state or federal securities law.

          The Company may place such legend or legends upon the certificates for
Shares issued upon exercise of an Option or Right granted hereunder, and the
Committee may issue such "stop transfer" instructions to its transfer agent in
respect of such Shares, as the Committee, in its discretion, determines to be
necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act, (ii)
implement the provisions of any agreement between the Company and the optionee
or grantee with respect to such Shares, or (iii) permit the Company to determine
the occurrence of a disqualifying disposition, as described in Section 421(b) of
the Code, of Shares transferred upon exercise of an Incentive Option granted
under the Plan.

          The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such Registration Statement has
been filed by the Company for its own corporate purposes (and the Company so
states) in which event the recipient of the Shares shall bear only such fees and
expenses as are attributable solely to the inclusion of such Shares in the
Registration Statement.

                                      -13-
<PAGE>
 
          All Shares issued as provided herein shall be fully paid and 
non-assessable to the extent permitted by law.

                           XVII.  WITHHOLDING TAXES
                                  -----------------

          Upon exercise of a Right or an Option and the issuance of Shares
hereunder, the Optionee shall remit to the Company an amount of cash (in the
form of a cashiers' check) sufficient to satisfy any taxes required by any
government to be withheld or otherwise deducted and paid by the Company in
respect of such issuance of Shares.

                 XVIII.  LISTING OF SHARES AND RELATED MATTERS
                         -------------------------------------

          If at any time the Board of Directors shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of Shares under the Plan, no Shares shall be delivered unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board of Directors.

                          XIX.  AMENDMENT OF THE PLAN
                                ---------------------

          The Board of Directors may, from time to time, amend the Plan,
provided that no amendment shall be effective, without the approval of the
holders of a majority of the voting stock of the Company present in person or by
proxy at a meeting thereof (or pursuant to a written consent in lieu of such a
meeting), if such approval is necessary to maintain compliance with the
provisions of Rule 16b-3.  The Committee shall be authorized to amend the Plan
and the Options granted thereunder to permit the Options granted thereunder to
qualify as incentive stock options under Section 422 of the Code and the
Treasury regulations promulgated thereunder and, to the extent permitted under
applicable laws, rules, and regulations, to include a cashless exercise
provision of Article VI.  The rights and obligations under any Option or Right
granted before amendment of the

                                      -14-
<PAGE>
 
Plan or any unexercised portion of such Option or Right shall not be adversely
affected by amendment of the Plan or the Option or Right without the consent of
the holder of the Option or
Right.

                  XX.  TERMINATION OR SUSPENSION OF THE PLAN
                       -------------------------------------

          The Board of Directors may at any time suspend or terminate the Plan.
The Plan, unless sooner terminated under Article XXII or by action of the Board
of Directors, shall terminate at the close of business on the Termination Date.
An Option or Right may not be granted while the Plan is suspended or after it is
terminated; provided, however, that options or rights previously issued and
unexpired shall continue to exist and may be validly exercised, pursuant to the
provisions of the Plan, until each option and/or right individually expires.
Rights and obligations under any Option or Right granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except upon the consent of the person to whom the Option or Right was
granted.  The power of the Committee to construe and administer any Options or
Rights granted prior to the termination or suspension of the Plan under Article
III shall nevertheless continue after such termination or during such
suspension.

                              XXI.  GOVERNING LAW
                                    -------------

          The Plan, such Options and Rights as may be granted thereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Arkansas from time to time obtaining.

                             XXII.  EFFECTIVE DATE
                                    --------------

          The Plan shall become effective at 3:00 P.M., Central Standard time,
on the Effective Date, the date on which the Plan was adopted by the Board or
Directors.  Grants of Option or Rights made prior to shareholder approval as
required under Section II hereof shall be effective upon the date of such
shareholder approval.

                                      -15-
<PAGE>
 
                                 CERTIFICATE
                                 -----------

          I, Tom Garrison, Secretary of American Freightways Corporation,
certify that the foregoing is a true and correct copy of the American
Freightways Corporation Amended and Substituted Stock Option Plan as adopted by
the board of directors of the corporation January 23, 1996, and authorized by
its shareholders April 22, 1993.


                                       /s/Tom Garrison
                                       ---------------


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