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                                                                   EXHIBIT 10.29

RESOLVED, that in accordance with Section 10 of the Amended and Restated
Builders Transport, Incorporated Non-employee Directors' Stock Option Plan Dated
March 15, 1994 (the "Plan"), this Board of Directors does hereby amend the Plan
as follows:

        (c) By inserting at the end of Subparagraph 5(a) thereof a new sentence
     to read as follows:

            Notwithstanding the foregoing, the Administrator may, from time to
        time, re-price downward options previously granted under the Plan to a
        price that is not less than the fair market value of the Shares subject
        to such Options on the date of re-pricing.

        (d) By deleting Subparagraph 5(c) thereof in its entirety and inserting
     in lieu thereof a new Subparagraph 5(c) to read as follows:

            The Administrator may, in its discretion, authorize all or a portion
        of the Options granted to an optionee to be on terms which permit
        transfer by such optionee to (i) the spouse, children or grandchildren
        of the optionee ("Immediate Family Members"), (ii) a trust or trusts for
        the exclusive benefit of such Immediate Family Members, or (iii) a
        partnership in which such Immediate Family Members are the only
        partners, provided that (x) there may be no consideration for any such
        transfer, (y) the Award Agreement pursuant to which such options are
        granted must be approved by the Administrator, and must expressly
        provide for transferability in a manner consistent with this Section,
        and (z) subsequent transfers of transferred options shall be prohibited
        except those by will or the laws of descent and distribution. Following
        transfer, any such Options shall continue to be subject to the same
        terms and conditions as were applicable immediately prior to transfer,
        provided that for purposes of this Plan, the term "optionee" shall be
        deemed to refer to the transferee. In the hands of any transferee
        permitted hereunder, Options shall still be subject to the provisions of
        Subparagraphs (d), (e), (f) and (g) of this Paragraph 5. Notwithstanding
        the foregoing, should the Administrator provide that options granted be
        transferable, the Company by such action incurs no obligation to notify
        or otherwise provide notice to a transferee of early termination of the
        option. In the event of a transfer, as set forth above, the original
        optionee is and will remain subject to and responsible for any
        applicable withholding taxes upon the exercise of such options.

        (e) By deleting the first sentence of Subparagraph 5(d) thereof in its
     entirety and inserting in lieu thereof a new sentence reading as follows:

            Subject to Subparagraph (g) of this Paragraph 5 and subject to
        Paragraph 7 with respect to death or total disability, all Options shall
        have a term not to exceed ten (10) years and shall become cumulatively
        exercisable as to 20% of the Shares covered thereby on the date of grant
        and on each of the first, second, third and fourth anniversaries of the
        date of grant, so that on and after the fourth anniversary the Option
        shall be exercisable (to the extent not theretofore exercised) as to all
        of the Shares covered thereby.
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        (f) By inserting after the word "order" in the parenthetical phrase in
     Subparagraph 9(b) thereof the following:

            or pursuant to Subparagraph 5(c) hereof

Except as specifically amended above, all the terms and provisions of the Plan
shall remain in full force and effect, and the Plan and this Amendment shall
from and after the date hereof be read as a single integrated document
incorporating the changes made therein and hereby.