Exhibit 10.1

                RESTRICTED STOCK AWARD AGREEMENT


THIS  RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made
and  entered  into as of the [_____] day of [__________]  20[___]
(the  "Grant Date"), by and between Werner Enterprises,  Inc.,  a
Nebraska  corporation (the "Company"), and [_______________],  an
eligible  participant  and  recipient ("Participant")  under  the
Werner  Enterprises, Inc. Equity Plan (as defined  and  described
below).   As set forth herein, this Agreement is subject  to  the
terms and conditions of the Werner Enterprises, Inc. Equity Plan,
as may be amended from time to time.

                            RECITALS

     WHEREAS,   the  Company  has  in  effect   the   Werner
     Enterprises,  Inc.  Equity Plan,  which  was  initially
     adopted by the Company on May 12, 1987 and ratified and
     approved by the stockholders of the Company on June  9,
     1987  as the Werner Enterprises, Inc. Stock Option Plan
     (as  amended  and restated on May 3, 1994, February  8,
     2000, May 9, 2000, February 25, 2003 and May 11, 2004),
     and  which was amended, restated and renamed the Werner
     Enterprises, Inc. Equity Plan by the Company  on  March
     15,  2007 and ratified and approved by the stockholders
     of  the Company on May 8, 2007 (the "Plan"), and  which
     may be amended and restated from time to time;

     WHEREAS,  the  Plan  permits shares  of  the  Company's
     common stock, $0.01 par value (the "Common Stock"),  to
     be  granted as restricted stock to (i) any key employee
     (including an employee who is a member of the Company's
     Board  of Directors (the "Board") and/or an officer  of
     the  Company  and its subsidiaries) and (ii)  any  non-
     employee member of the Board;

     WHEREAS,  the  Company believes it to be  in  the  best
     interests  of  the  Company and  its  stockholders  for
     certain key employees and non-employee members  of  the
     Board  to  obtain  or  increase their  stock  ownership
     interest in the Company in order to establish a greater
     incentive in providing services to the Company  and  to
     further  align  their  interests  with  those  of   the
     stockholders of the Company; and

     WHEREAS,  Participant is a key employee of the  Company
     and has been selected by the Compensation Committee  of
     the  Board  (the "Committee") to receive  an  award  of
     restricted stock under the Plan.

                            AGREEMENT

NOW,  THEREFORE,  in  consideration of the promises  and  of  the
covenants  and  agreements herein set forth, the  parties  hereby
mutually covenant and agree as follows:

1.    Grant  of  Restricted  Stock.  Subject  to  the  terms  and
      ----------------------------
conditions of the Plan (attached hereto as Exhibit A and  made  a
part  hereof)  and this Agreement, the Company hereby  grants  to
Participant an aggregate number of [_______ thousand] ([___,000])
restricted  shares  of  Common Stock (such restricted  shares  of
Common  Stock  are  hereinafter referred to  as  the  "Restricted
Stock" or the "Award").  The Restricted Stock granted under  this
Agreement  is  exempt from Section 409A of the  Internal  Revenue

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<PAGE>

Code  of  1986, as amended.  The Restricted Stock was granted  to
Participant on the Grant Date of [__________, 20___].

2.    Acceptance of Award.  The granting of this Restricted Stock
      -------------------
Award  does  not impose any obligation on Participant  to  accept
such  Award.  By accepting the Award, however, Participant agrees
to  be  subject  to and bound in accordance with  the  terms  and
conditions   of  this  Agreement  and  the  Plan.   Participant's
execution   of  this  Agreement  shall  evidence  and  constitute
Participant's acceptance of the Award contemplated herein.

3.    Vesting.   The Restricted Stock shall become  nonrestricted
      -------
and fully vested, and restrictions on such Restricted Stock shall
lapse, on [__________, 20___], the fifth (5th) anniversary of the
Grant  Date  (the "Vesting Date").  Until the occurrence  of  the
Vesting  Date,  all of the Restricted Stock shall be  non-vested,
may  be canceled and forfeited upon Participant's termination  of
employment  and may not be subject to further vesting under  this
Agreement, pursuant to the Plan and Section 7 of this Agreement.

4.    Value  of Restricted Stock.  Participant acknowledges  that
      --------------------------
the  value  of each share of Restricted Stock granted under  this
Agreement  is  not predetermined, fixed, permanent  or  otherwise
set, specified or guaranteed whatsoever.  On the Vesting Date and
each  subsequent date thereafter, the value of such  shares  that
fully  vest  and become unrestricted shall equal the Fair  Market
Value  of the Common Stock of the Company on the respective date.
Participant  acknowledges  that the Fair  Market  Value  of  such
shares may fluctuate and vary according to market conditions  and
other  factors.   "Fair Market Value" means the  closing  trading
price  of  one share of Common Stock on the NASDAQ Global  Select
MarketSM  securities exchange, as published by  the  Wall  Street
Journal for the date in question.

5.    Taxes.   Participant  will be solely  responsible  for  any
      -----
federal,  state, local or other taxes imposed in connection  with
the  granting and acceptance of the Restricted Stock pursuant  to
this  Agreement and the Plan and with the delivery of  Restricted
Stock  that has vested and become unrestricted pursuant  thereto.
Participant  acknowledges that upon Participant's recognition  of
the   income  with  respect  to  the  Restricted  Stock   granted
hereunder, the Company may withhold taxes pursuant to  the  terms
of the Plan.

6.   Issuance Upon Vesting; Withholdings.
     -----------------------------------

     (a)  On  the designated Vesting Date, Participant shall have
          all  rights  as  a  stockholder  and  be  entitled   to
          certificates  for  Restricted  Stock  that  vested  and
          became unrestricted upon (i) Participant's satisfaction
          of   all   applicable  tax  withholding   amounts   and
          requirements  and (ii) Participant's execution  of  the
          Investor   Representations  and  Warranties   Regarding
          Restricted  Stock  Awards  form  (attached  hereto   as
          Exhibit B).  The shares are payable to Participant upon
          vesting.

     (b)  The  Company is not obligated to deliver any Restricted
          Stock  that  has vested and become unrestricted  unless
          Participant  has  satisfied  all  applicable   federal,
          state,  local  and other tax withholding  requirements.
          Participant  may  pay all required withholding  amounts
          pursuant to the provisions of the Plan.

                        Page 2 of 6

<PAGE>

7.    Termination of Employment; Death.  Subject to the Plan  and
      --------------------------------
this   Agreement  and  unless  the  Plan  and  Agreement  provide
otherwise,  during  Participant's lifetime, only  Participant  is
entitled  to  receive  the  Restricted Stock  granted  hereunder.
Termination  of  Participant's employment with the  Company  will
affect the forfeiture of any Restricted Stock granted herein  and
shall  be  governed by the provisions of the Plan.  In the  event
Participant  dies while holding Restricted Stock  (not  otherwise
forfeited), all service period and other restrictions  applicable
to  such Restricted Stock shall lapse, and such Restricted  Stock
shall  become fully vested and nonforfeitable in accordance  with
the Plan.

8.    Nonassignability of Award.  The Award of  Restricted  Stock
      -------------------------
shall  not  be  assigned,  mortgaged,  pledged,  attached,  sold,
transferred or otherwise encumbered by Participant other than  by
will  or the applicable laws of descent and distribution,  except
as  may be permitted by the Board or Committee from time to  time
in   accordance  with  the  Plan.   If  Participant  attempts  to
alienate,  assign,  pledge, hypothecate or otherwise  dispose  of
Participant's  Restricted  Stock  Award,  such   Award   may   be
terminated and become null and void pursuant to the Plan.

9.    No Stockholder and Dividend Rights.  Participant shall  not
      ----------------------------------
be   deemed  for  any  purpose  to  have  any  dividend,  voting,
liquidation or other rights with respect to the Restricted  Stock
granted  hereunder,  except to the extent  that  such  Restricted
Stock vests and becomes unrestricted and Participant then becomes
entitled  to  an  issued stock certificate for  such  vested  and
unrestricted shares, pursuant to this Agreement and the Plan.

10.  Restrictions on Transfers of Common Stock.
     -----------------------------------------

     (a)  Participant  agrees individually and for  Participant's
          heirs, legatees and legal representatives, with respect
          to  all  unrestricted shares of Common  Stock  acquired
          pursuant  to the terms and conditions of this Agreement
          (or  any  shares of Common Stock issued pursuant  to  a
          stock dividend or stock split thereon or any securities
          issued  in lieu thereof or in substitution or  exchange
          therefor),  that  Participant and Participant's  heirs,
          legatees  and legal representatives shall not  sell  or
          otherwise dispose of such shares except pursuant to  an
          effective  registration statement under the  Securities
          Act of 1933 (the "1933 Act") or except in a transaction
          which,  in  the opinion of counsel for the Company,  is
          exempt  from  the registration and prospectus  delivery
          requirements  under the Act.  As further conditions  to
          Participant's receipt of the unrestricted Common  Stock
          acquired  pursuant  to  this Agreement  and  the  Plan,
          Participant  agrees individually and for  Participant's
          heirs,  legatees  and legal representatives,  prior  to
          such acquisition, to execute and deliver to the Company
          those  investment  representations and  warranties  set
          forth  in  Exhibit  B hereto and to  take  those  other
          actions, as counsel for the Company determines  may  be
          necessary or appropriate for compliance with  the  1933
          Act and any applicable securities laws.

     (b)  Unless  otherwise determined by the Board,  Participant
          agrees  that  any  certificate representing  restricted
          shares  of  Common Stock acquired under this  Agreement
          and  in  accordance with the Plan shall bear  a  legend
          substantially similar to the following (and  any  other
          legend as may be required by state securities laws):

               The   shares  of  Common  Stock   of   Werner
               Enterprises,   Inc.   represented   by   this
               certificate are restricted securities as that
               term  is  defined under Rule 144  promulgated

                        Page 3 of 6

<PAGE>

               under  the Securities Act of 1933, as amended
               (the  "Act").  These shares may not be  sold,
               assigned,  transferred or disposed of  unless
               (i)  such shares are registered under the Act
               or  (ii)  such sale, assignment, transfer  or
               disposition of such shares is exempt from the
               registration    and    prospectus    delivery
               requirements  of the Act and  any  applicable
               state securities laws.  Any sale, assignment,
               exchange, gift, transfer or other disposition
               of  the  Common  Stock  represented  by  this
               certificate  is  subject  to  the  terms  and
               provisions  of  the Werner Enterprises,  Inc.
               Equity  Plan  and the Restricted Stock  Award
               Agreement, dated [__________, 20___], by  and
               between   Werner   Enterprises,   Inc.    and
               [_______________].

     (c)  Unless  the Board determines otherwise, any certificate
          representing   unrestricted  shares  of  Common   Stock
          acquired  under  this Agreement and in accordance  with
          the  Plan shall bear a legend substantially similar  to
          the  aforementioned  legend in  Section  9(b)  of  this
          Agreement  (and any other legend as may be required  by
          state securities laws); however, the final sentence  of
          such legend may be removed by the Company upon the full
          vesting  and  lapse of restrictions of  the  Restricted
          Stock granted hereunder.

11.  Adjustments.  In the event there is change in the number  or
     -----------
rights  and privileges of the outstanding shares of Common  Stock
(or of any stock or other securities into which such Common Stock
may  be changed or for which it may be exchanged), then the Board
or  Committee  may adjust the number or rights and privileges  of
the shares subject to the Restricted Stock Award if the Board  or
Committee  in  its  sole discretion determines that  such  change
equitably   requires  such  an  adjustment.   As  part   of   the
adjustment, the Board or Committee shall determine, in  its  sole
discretion, the manner of any such adjustment.  Any adjustment or
substitution  provided for in this Section 11 or the  Plan  shall
not result in the issuance of any fractional shares.

12.   Board and Committee Authority.  As consistent with the Plan
      -----------------------------
and  this  Agreement, the Board and Committee have the power  and
discretion  to  interpret this Agreement;  adopt  rules  for  the
administration, interpretation and application of this Agreement;
and  interpret  or  revoke  any such rules  (including,  but  not
limited  to, determinations of employment termination and whether
any  Restricted Stock has vested or shall be deemed vested).  All
actions taken and all interpretations and determinations made  by
the  Board and Committee in good faith will be final and  binding
upon  Participant, the Company and all other interested  parties.
No member of the Board or Committee will be personally liable for
any  action, determination or interpretation made in  good  faith
with respect to this Agreement.

13.  Rights and Powers of Company Not Affected.  The existence of
     -----------------------------------------
the  Restricted  Stock  granted under this  Agreement  shall  not
affect  in  any  way the rights or powers of the Company  or  its
stockholders  to  authorize and effect any  or  all  adjustments,
recapitalizations,  reorganizations or other  transformations  or
alterations  to  the  Company's capital  structure,  business  or
operations;  any  merger  or  acquisition  of  the  Company;  any
issuance   of  bonds  or  debentures;  any  preferred  or   prior
preference  stock ahead of or affecting the Common Stock  or  the
rights thereof; a dissolution or liquidation of the Company;  any
sale  or  transfer of all or any part of the Company's assets  or

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<PAGE>

business;  or any other lawful corporate act or proceeding  of  a
similar character or otherwise.

14.   No  Right to Employment.  The provisions of this  Agreement
      -----------------------
(including the granting and vesting of the Restricted  Stock)  do
not  confer  upon  Participant any right to continued  employment
with  the  Company  or  its subsidiaries,  nor  do  any  of  such
provisions interfere in any way with the right of the Company  or
subsidiary  (as  the  case  may be)  to  terminate  Participant's
employment   or   to  make  any  modification  to   Participant's
compensation at any time.

15.    Changes   in   Circumstances   Affecting   Common   Stock.
       ---------------------------------------------------------
Participant  expressly  understands and agrees  that  Participant
assumes  all  risks incident to (i) any change hereafter  in  any
applicable laws or regulations or (ii) any change in the value of
the   Restricted  Stock  issued  under  this  Agreement  or   the
outstanding Common Stock after the date hereof.

16.    Notice.   All  notices,  claims,  certificates,  requests,
       ------
demands and other communications provided hereunder shall  be  in
writing and shall be deemed duly given if personally delivered or
if   sent  by  a  recognized  overnight  courier;  registered  or
certified mail (return receipt requested and postage prepaid); or
telecopy,  facsimile or other means of electronic  correspondence
(confirmation  of  receipt requested).   Participant  shall  send
notice to the Corporate Secretary of the Company at the Company's
principal  executive offices in Omaha, Nebraska, and the  Company
shall  send  notice to Participant at an address  designated  and
provided by Participant to the Corporate Secretary.  Notice shall
be  deemed to be received as follows:  (i) for personal delivery,
on the date of such delivery; (ii) for recognized courier, on the
next  business day after sent; (iii) for registered or  certified
mail,  on  the  third business day following that  on  which  the
notice  was  postmarked;  and  (iv) for  telecopy,  facsimile  or
electronic correspondence, when receipt of confirmation is  given
(or if no receipt is provided, on the business day after the date
sent).

17.   Assignment  of Agreement.  Participant is  prohibited  from
      ------------------------
assigning,  transferring or otherwise conveying  this  Agreement,
including  any  or  all of Participant's duties  and  obligations
hereunder, until the terms, conditions and restrictions contained
herein  have been satisfied and released or unless the  Board  or
Committee consents and permits otherwise.

18.  Amendment or Modification; Counterparts.  This Agreement may
     ---------------------------------------
be amended, modified or supplemented only by a written instrument
executed by all parties to this Agreement.  This Agreement may be
executed in one or more counterparts.  Each counterpart shall  be
deemed  original,  but  all  such  counterparts  together   shall
constitute but one agreement.

19.   Severability.   If  any  provision  of  this  Agreement  is
      ------------
adjudicated or determined by a court of competent jurisdiction to
be  invalid,  prohibited or unenforceable for any lawful  reason,
such provision (as to such jurisdiction) shall be ineffective and
rendered  null and void.  In such event, the remaining provisions
of this Agreement shall remain effective, valid and enforceable.

20.  Governing Law.  This Agreement shall be governed by the laws
     -------------
of  the  State  of Nebraska without regard to the  principles  of
conflicts of laws and with respect to all matters, including (but
not  limited  to)  matters  of  validity,  construction,  effect,
performance and remedies.  Participant expressly submits  to  the
exclusive  personal  jurisdiction  and  exclusive  venue  of  the
federal  and state courts of competent jurisdiction in the  State
of Nebraska.

                        Page 5 of 6

<PAGE>

21.   Waiver of Jury Trial.  Each party to this Agreement  hereby
      --------------------
irrevocably  and  unconditionally waives, to the  fullest  extent
permitted by law, the right to trial by jury in any suit,  action
or proceeding arising hereunder.

22.   Terms of the Plan Govern.  All parties acknowledge that the
      ------------------------
Restricted Stock is granted under and pursuant to the Plan, which
shall  govern all rights, interests, obligations and undertakings
of  the  Company and Participant.  The Plan shall govern  and  be
controlling  in the event (i) any of the terms of  the  Plan  and
this   Agreement  are  inconsistent  or  conflict  or  (ii)  this
Agreement is silent and does not include provisions with  respect
to  a  particular matter or circumstance.  All capitalized  terms
not otherwise defined herein shall have the meanings assigned  to
such terms in the Plan.


IN WITNESS WHEREOF, the parties hereto agree to the terms and
conditions herein and have executed this Restricted Stock Award
Agreement, effective as of the Grant Date first set forth above.

PARTICIPANT:                         WERNER ENTERPRISES, INC.:
                                 By:

---------------------------          ----------------------------
Signature                            Signature



---------------------------          ----------------------------
Name (Print)                         Name (Print)


---------------------------          ----------------------------
Title                                Title


---------------------------          ----------------------------
Date                                 Date

                        Page 6 of 6

<PAGE>

                            EXHIBIT A
                            ---------

                    WERNER ENTERPRISES, INC.
                           EQUITY PLAN

<PAGE>


                            EXHIBIT B
                            ---------

             INVESTOR REPRESENTATIONS AND WARRANTIES
                REGARDING RESTRICTED STOCK AWARDS

The  undersigned  hereby acknowledges, represents,  warrants  and
agrees with Werner Enterprises, Inc. (the "Company") with respect
to the following:

1.  The  undersigned is acquiring [_______ thousand]  ([___,000])
    restricted  shares (the "Shares") of the common stock,  $0.01
    par  value,  of  the Company.  Such Shares (whether  unvested
    and  restricted or whether vested and unrestricted), are  for
    his  own  account, for investment purposes only and  are  not
    acquired  with  a view to or for the resale, distribution  or
    fractionalization thereof, in whole or in part; and no  other
    person  has a direct or indirect beneficial interest  in  the
    Shares.

2.  The  undersigned  acknowledges  his  understanding  that  the
    offering  and  acceptance of the Shares  is  intended  to  be
    exempt  from registration under the Securities Act  of  1933,
    as   amended  (the  "Act").   In  furtherance  thereof,   the
    undersigned  represents and warrants to and agrees  with  the
    Company as follows:

     (a) The  undersigned acknowledges his understanding  of  the
         risks inherent in an investment of this nature and  that
         he  has the financial ability to bear the economic  risk
         of  his acquired investment in the Company (including  a
         possible  loss  of such investment), has adequate  means
         for   providing  for  his  current  needs  and  personal
         contingencies  and  has  no  need  for  liquidity   with
         respect to his acquired investment in the Company.

     (b) The   undersigned  has  knowledge  and   experience   in
         financial  and  business matters as  to  be  capable  of
         evaluating   the  merits  and  risks  of   an   acquired
         investment  in  the  Shares and  has  obtained,  in  his
         judgment,  sufficient information from  the  Company  to
         evaluate  the merits and risks of such an investment  in
         the Shares.

3.   The undersigned:

     (a) Has  had  reasonable  opportunity to obtain  information
         concerning  the  Shares,  the  Company  and  all   other
         information  relating to an acquired investment  in  the
         Shares; and

     (b) Has  been given the opportunity to ask questions of, and
         receive  answers from, the officers of  the  Company  in
         order  for  him to evaluate the merits and risks  of  an
         acquired investment in the Shares.

4.  In  making his decision to accept the Shares, the undersigned
    has  relied solely upon the Restricted Stock Award  Agreement
    between  the  undersigned and the Company dated  [__________,
    20___],  the Werner Enterprises, Inc. Equity Plan (as defined
    in  such  Restricted  Stock  Award  Agreement),  any  written
    information  supplied  by  the  Company  or  its   authorized

<PAGE>

    representatives  and any independent investigations  made  by
    him.   The undersigned is not relying on the Company  or  any
    of  its  officers or members of the Board of  Directors  with
    respect  to  tax  advice  or  other  economic  considerations
    involved  in  this  investment relating to the  undersigned's
    own tax and economic situation.

5.  The  undersigned represents, warrants and agrees that he will
    not  sell  or otherwise transfer the Shares (whether unvested
    and  restricted  or whether vested and unrestricted)  without
    registration under the Act or an exemption therefrom, and  he
    fully  understands and agrees that he must bear the  economic
    risk  of his acquired investment for an indefinite period  of
    time.   The  undersigned  also  understands  that  sales   or
    transfers  of  the  Shares  are  further  restricted  by  the
    provisions  of the Werner Enterprises, Inc. Equity  Plan  and
    applicable federal and state securities laws.


IN  WITNESS  WHEREOF, the undersigned has executed this  Investor
Representations and Warranties Regarding Restricted Stock  Awards
form as of the date set forth below.



                             -----------------------------------
                             Signature


                             -----------------------------------
                             Name (Print)


                             -----------------------------------
                             Title


                             -----------------------------------
                             Date