SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                    Form 10-Q

 X       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY  PERIOD ENDED JULY 5, 2003, OR

         TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO
         ____________

                         Commission File Number 0-19791

                                USF CORPORATION
             (Exact name of registrant as specified in its charter)


      Delaware                               36-3790696
    (State of Incorporation)       (IRS Employer Identification No.)

       8550 W. Bryn Mawr Ave.,Suite 700                60631
             Chicago, Illinois
     (Address of principal executive offices)       (Zip Code)

                       Registrant's telephone number
                   including area code: (773) 824-1000


                              Not applicable
        (Former name or former address, if changed since the last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of August 6, 2003, 27,248,984 shares of common stock were outstanding.




<PAGE>





                             PART I: FINANCIAL INFORMATION



Item 1.                           Financial Statements.

                                     USF Corporation
                             Condensed Consolidated Balance Sheets
                              Unaudited (Dollars in Thousands)
                                                            As of
                                            ________________________________
                                                     July 5,      December 31,
                                                       2003              2002
-------------------------------------------------------------------------------

Assets
Current assets:
     Cash                                       $     57,451        $    54,158
     Accounts receivable, net                        278,588            269,583
     Operating supplies and prepaid expenses          36,280             33,180
     Deferred income taxes                            48,726             53,086
                                                ------------       ------------
          Total current assets                       421,045            410,007
                                                ------------       ------------

Property and equipment, net                          777,444            760,153
Goodwill                                             100,762            100,504
Other assets                                          29,054             24,607
                                                ------------       ------------
Total assets                                    $  1,328,305       $  1,295,271
                                                ------------       ------------

Liabilities and Stockholders' Equity
Current liabilities:
     Current debt                               $         61       $        367
     Accounts payable                                 57,699             59,691
     Accrued salaries, wages and benefits             98,938             89,765
     Accrued claims and other                         97,915             90,245
                                                ------------        -----------
     Total current liabilities                       254,613            240,068
                                                ------------        -----------
Long-term liabilities:
     Notes payable and long-term debt                250,124            252,129
     Accrued claims and other                         89,603             84,079
     Deferred income taxes                           101,748             99,864
                                                ------------        -----------
            Total long-term liabilities              441,475            436,072
                                                ------------        -----------


Total stockholders' equity                           632,217            619,131
                                                  ----------        -----------
Total liabilities and stockholders' equity      $  1,328,305        $ 1,295,271
                                                 -----------        -----------
See accompanying Notes to Condensed Consolidated Financial Statements

<PAGE>

                                  USF Corporation
                     Condensed  Consolidated Statements of Operations
          Unaudited (Dollars in Thousands, Except Per-Share Amounts)
<TABLE>
<CAPTION>

                                                        Three-Months Ended                  Six-Months Ended
                                                   _________________________         ______________________
                                                   July 5,            June 29,       July 5,       June 29,
                                                     2003                2002          2003           2002
------------------------------------------------------------------------------------------------------------
     <S>                                          <C>                  <C>            <C>             <C>

Operating revenue:
     LTL Trucking                             $   472,472        $    475,173   $   961,335   $    905,391
     TL Trucking                                   31,244              28,518        62,994         53,835
     Logistics                                     65,738              69,593       141,413        136,145
     Intercompany eliminations                     (2,369)             (2,097)       (4,955)        (4,019)
                                                  _______            ________       _______      _________
Total operating revenue                           567,085             571,187     1,160,787      1,091,352
Operating expenses:
     LTL Trucking                                 447,172             446,660       919,223        860,013
     TL Trucking                                   30,282              26,989        61,509         51,417
     Logistics                                     63,953              67,517       139,075        131,779
     Freight Forwarding-
         Asia exit costs                                -                   -             -         12,760
     Corporate and other                            8,682               7,100        13,918         13,133
     Intercompany eliminations                     (2,369)             (2,097)       (4,955)        (4,019)
                                                 ________           _________     _________     __________
Total operating expenses                          547,720             546,169     1,128,770      1,065,083
Income from operations                             19,365              25,018        32,017         26,269
                                                 ________           _________     _________     __________
Non-operating income (expense)
     Interest expense                              (5,191)             (5,119)      (10,483)       (10,230)
     Interest income                                  207               1,051           418          1,398
     Other, net                                      (171)               (172)         (426)          (381)
                                                 ________            ________     _________     __________
Total non-operating expense                        (5,155)             (4,240)      (10,491)        (9,213)
                                                 ________            ________     _________     __________
Income/(loss)from continuing operations
     before income taxes, and cumulative
     effects of accounting changes                 14,210              20,778        21,526         17,056
Income tax expense                                 (6,096)             (7,797)       (9,172)       (10,876)
                                                  _______             _______     _________     __________
Income from continuing operations before
     cumulative effects of accounting changes       8,114              12,981        12,354          6,180
Discontinued operations:
     Loss from operations, net of tax
      benefits of $29, $3,961, $34 and
          $4,445 respectively                         (38)             (7,041)          (45)        (7,903)
                                                  _______             _______      ________     __________
Income before cumulative effect of                  8,076               5,940        12,309         (1,723)
     accounting changes
Cumulative effect of change in accounting
     for revenue recognition, net of tax
     benefits of $1,064                                 -                   -        (1,467)             -
Cumulative effect of change in
  accounting for goodwill                               -                   -             -        (70,022)
                                                   ______             _______     _________     __________
Net income/(loss)                           $       8,076          $    5,940    $   10,842    $   (71,745)
                                                   ======             =======     =========     ==========
Income per share from continuing operations:
                           Basic            $        0.30          $     0.48    $     0.46    $      0.23
                           Diluted                   0.30                0.47          0.45           0.23
Loss per share from discontinued operations:
                           Basic                     0.00               (0.26)         0.00          (0.29)
                           Diluted                   0.00               (0.26)         0.00          (0.29)
Loss per share - cumulative effects of
     changes in accounting:
                           Basic                     0.00                0.00         (0.05)         (2.61)
                           Diluted                   0.00                0.00         (0.05)         (2.56)

Income/(loss) per share:   Basic                     0.30                0.22          0.40          (2.67)
                           Diluted                   0.30                0.22          0.40          (2.62)


Average shares outstanding:Basic               27,105,724          26,892,426    27,054,311     26,845,749
                           Diluted             27,235,970          27,469,968    27,167,674     27,385,140

See accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>









                                     USF Corporation
                     Condensed Consolidated Statements of Cash Flows
                              Unaudited (Dollars in Thousands)


                                                           Six-Months Ended
                                                     ___________________________
                                                         July 5,       June 29,
                                                           2003           2002
--------------------------------------------------------------------------------
Cash flows from operating activities:
Net income/(loss)                                    $   10,842     $  (71,745)
Net loss from discontinued operations                        45          7,903
                                                        --------       --------
Income/(loss) from continuing operations after
   cumulative effects of accounting changes              10,887        (63,842)

Adjustments to reconcile net income/ (loss) from
    continuing operations after accounting change to
    net cash provided by operating activities:
      Depreciation of property and equipment             51,139         48,671
      Cumulative effects of accounting changes            1,467         70,022
      Amortization of intangible assets                     895            625
      Deferred taxes                                      6,244        (10,870)
      Gains on sale of property and equipment            (1,785)        (1,493)
      Increase/ (decrease) in other items affecting
        cash from operating activities                    8,798        (14,487)
                                                       --------       --------
Net cash provided by operating activities                77,645         28,626
                                                       --------       --------
Cash flows from investing activities:
  Acquisitions                                           (4,883)             -
  Capital expenditures                                  (69,409)       (53,408)
  Proceeds from sale of property and equipment            5,912          4,305
  Disposition of USF Asia                                     -         (6,000)
                                                       --------       --------
Net cash used in investing activities                   (68,380)       (55,103)
                                                       --------       --------
Cash flows from financing activities:
  Dividends paid                                         (7,581)        (4,986)
  Employee and director stock transactions                7,050          6,241
  Repurchase of common stock                               (336)             -
  Payments on long-term bank debt                        (1,909)          (194)
  Net change in short-term bank debt                     (3,196)          (384)
                                                       --------       --------
Net cash (used in)/ provided by financing activities     (5,972)           677
                                                       --------       --------
Net cash provided by discontinued operations                  -          7,287
                                                       --------       --------
Net increase/(decrease) in cash                           3,293        (18,513)
                                                       --------       --------
Cash at beginning of period                              54,158         72,105
                                                       --------       --------
Cash at end of period                                $   57,451     $   53,592
                                                       --------       --------
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
         Interest                                    $    9,875     $    9,675
         Income taxes                                     3,534          9,841

Non-cash transactions: debt assumed in connection
     with acquisition                                     2,794              -


See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                              USF Corporation
     Condensed Consolidated Statements of Changes in  Stockholders' Equity
                       Unaudited (Dollars in Thousands)

                                                              Six-Months Ended
                                                        _______________________
                                                         July 5,        June 29,
                                                           2003            2002

Balance as of December 31, 2002, and 2001,
     respectively                                    $  619,131      $  687,652
Net income/(loss)                                        10,842         (71,745)
Foreign currency translation adjustments                      -              13
                                                       --------         -------
   Comprehensive income/(loss)                           10,842         (71,732)

Employee and director stock transactions                  7,642           6,241
Repurchase of common stock                                 (336)              -
Dividends declared                                       (5,061)         (5,018)

                                                        -------        --------
Balance as of July 5, 2003 and
June 29, 2002, respectively                          $  632,217      $  617,143
                                                        =======         =======
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>

               Notes to Condensed Consolidated Financial Statements

             (Dollars in Thousands, Except Share and Per Share Amounts,
                         unless otherwise indicated)
                             (Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

     These interim financial statements of USF Corporation have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for  interim  financial information  and the instructions to Quarterly Report on
Form 10-Q and Rule 10-01 of  Regulation  S-X, and should be read in  conjunction
with  our  Annual  Report  on  Form  10-K   for  the  year  ended  December  31,
2002.   Accordingly,  significant  accounting  policies  and  other  disclosures
normally provided have been omitted since such items are disclosed therein.

     In our opinion, the accompanying unaudited condensed consolidated financial
statements  reflect all adjustments  (including  normal  recurring  adjustments)
necessary to present fairly our  consolidated  financial  position as of July 5,
2003,  the  consolidated  results of our operations for both the three-month and
six-month periods  ended July 5, 2003  and June 29, 2002,  and  our consolidated
cash flows  for  the six-month  periods  ended  July 5, 2003  and June 29, 2002.
Operating   results  for  the  six-month  period  ended  July 5,  2003  are  not
necessarily indicative of the results that  may be expected  for the year ending
December 31, 2003.

Revenue Recognition

     Effective  January 1, 2003, we changed our method of accounting for revenue
and expense recognition for our less-than-truckload ("LTL") and truckload ("TL")
segments. In 2002, revenue for LTL and TL operations was recognized when freight
was picked up from the customer and direct transportation expenses were accrued.
Under the new accounting  method,  we allocate revenue between reporting periods
for LTL and TL based on  relative  transit  times with  expenses  recognized  as
incurred.

     Logistics  revenue from  warehousing  continues to be recognized  under the
terms of the various  contracts.  Revenue from  dedicated  fleet  shipments also
continues to be recognized upon delivery, which is generally the same day as the
pickup.  Domestic ocean freight forwarding  transportation revenue is recognized
at the time freight is tendered to an ocean going vessel at origin.

2. Earnings per share

     Basic  earnings/  (loss) per share are  calculated  on net  income/  (loss)
divided by the  weighted-average  number of common shares outstanding during the
period. Diluted earnings per share are calculated  by dividing net income by the
weighted-average  number of common shares outstanding plus the shares that would
have been  outstanding  assuming the issuance of common  shares for all dilutive
potential common shares for the period.  Unexercised  stock options are the only
reconciling items between our basic and diluted earnings per share.

     The following table presents  information  necessary to calculate basic and
diluted earnings per share:

                            Three-Months Ended             Six-Months Ended
                           ____________________________________________________
                                 July 5,     June 29,      July 5,     June 29,
                                   2003         2002         2003         2002
                           ____________________________________________________

Weighted-average shares
   Outstanding - basic       27,105,724   26,892,426   27,054,311   26,845,749
Common stock equivalents        130,246      577,542      113,363      539,391
                             __________   __________   __________   __________
Weighted-average shares
   Equivalent - diluted      27,235,970   26,469,968   27,167,674   27,385,140
                             ==========   ==========   ==========   ==========
Anti-dilutive unexercised
   options excluded
   from calculations          1,451,300      463,500    1,451,300      463,500
<PAGE>
3. Debt

     Our debt includes  $100,000 of unsecured  guaranteed  notes due May 1, 2009
and $150,000 of unsecured guaranteed notes due April 15, 2010.

     Our guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis, and on an unsecured senior basis, by substantially all of our
direct and indirect domestic  subsidiaries (the Subsidiary  Guarantors ). All of
the assets were owned by the Subsidiary  Guarantors and substantially all of our
operations  were  conducted  by  the  Subsidiary  Guarantors.  Accordingly,  the
aggregate assets, liabilities,  earnings and equity of the Subsidiary Guarantors
were substantially  equivalent to the assets,  liabilities,  earnings and equity
shown in our consolidated financial statements. Our subsidiaries, other than the
Subsidiary  Guarantors,  are minor.  There are no restrictions on our ability to
obtain funds from our subsidiaries by dividend or loan. We,  therefore,  are not
required to present separate financial statements of our Subsidiary  Guarantors,
and other disclosures relating to them.

     We have a $200,000  credit  facility with a group of banks that will expire
in  October 2005.  This  facility is  for  working  capital,  general  corporate
funding needs, and up to $125,000 for letters of credit under our self-insurance
program. As of July 5, 2003 we had no borrowings  drawn under the facility,  but
we had approximately $88,000 in issued letters of credit.

4. Stock repurchases

     On July 24, 2000,  we announced the  authorized  buyback of up to 1,000,000
shares of our common stock in either the public market  or private transactions.
This buyback program is not yet completed.  In February of 2003, we  repurchased
14,000 common shares in the public market. The purchase price was $24 per share.
From July 24, 2000 through July 5, 2003, we repurchased 468,200 shares.

5. Goodwill and other intangible assets

     Under Statement of Financial  Accounting Standards (SFAS) No. 142 "Goodwill
and Other Intangible Assets",  which became effective January 1, 2002,  goodwill
and  other intangible assets  with  indefinite  lives  are no  longer  amortized
but are subject to impairment tests annually. Upon adoption of this new standard
on  January  1, 2002,  we  recorded  an  impairment  charge of  $70,022  at  USF
Worldwide,  our discontinued  freight forwarding  segment.  The charge was shown
as a cumulative effect  of change in  accounting for  goodwill in the 2002 first
quarter. Goodwill and other intangible assets consist of the following:

                                           As of                As of
                                       July 5, 2003        December 31, 2002
                                 ______________________  ______________________
                                           Gross                   Gross
                      Average    Carrying  Accumulated   Carrying  Accumulated
                    Life (Yrs)    Amount   Amortization  Amount    Amortization
                    __________   ________  ____________  ________  ____________
Amortized
  intangible
    assets:
     Customer lists      5       $  9,343    $ (5,951)   $  6,073    $  (5,078)
     Non-competes        5          5,347      (5,178)      5,156       (5,156)
                                 ________  ____________  ________  ____________
Total                            $ 14,690    $(11,129)   $ 11,229    $ (10,234)
                                 ========  ============  ========  ============

Aggregate amortization expenses through  July 5, 2003 and June 29, 2002 for the
three-month period was $636 and $313, respectively and for the six-month period
$895 and  $625,  respectively.  Estimated  amortization  expense  for  2003  is
expected to be approximately $2,100.

The changes in carrying  amounts of goodwill  for  the six-month  period  ended
July 5, 2003 were as follows:
                                  LTL       TL     Logistics  Corporate
                                                              And other
                                Segment   Segment   Segment   Segment    Total
                                _______   _______   _______   _______   _______
Balance as of January 1, 2003  $ 57,273  $ 10,574  $ 32,657   $     -  $100,504
Additions                             -       260         -         -       260
                                _______   _______   _______   _______   _______
Balance as of July 5, 2003     $ 57,273  $ 10,834  $ 32,657   $     -  $100,764
                                =======   =======   =======   =======   =======

See Footnote 7 - Acquisitions,  for further information relating to goodwill
additions during the first half of 2003.
<PAGE>
6. Recent Accounting Pronouncements

     On November 25, 2002,  the Financial  Accounting  Standards  Board ("FASB")
issued   Interpretation  No.  45,   "Guarantor's   Accounting   and   Disclosure
Requirements for Guarantees",  Including  Indirect Guarantees of Indebtedness to
Others ("Interpretation"), which  elaborates on the  disclosures to be made by a
guarantor  about  its  obligations  under  certain  guarantees issued.  It  also
clarifies  that a guarantor  is required  to recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value  of the  obligation  undertaken in
issuing the guarantee.  The Interpretation expands on the accounting guidance of
Statement  of  Financial  Accounting  Standard  ("SFAS") No. 5,  Accounting  for
Contingencies,  SFAS  No. 57  Related  Party  Disclosures,  and  SFAS  No.  107,
Disclosures  about  Fair Value of Financial Instruments. The Interpretation also
incorporates,  without change,  the provisions of  FASB  Interpretation  No. 34,
Disclosure   of  Indirect  Guarantees  of  Indebtedness   of  Others,  which  it
supersedes.  The Interpretation  does  identify  several  situations  where  the
recognition of a  liability  at inception  for a  guarantor's  obligation is not
required.  The initial recognition  and measurement provisions of Interpretation
No. 45 apply  on a prospective  basis  to guarantees  issued  or modified  after
December  31,  2002,  regardless  of  the  guarantor's  fiscal  year-end.    The
disclosures are effective for financial  statements of interim or annual periods
ending after December 15, 2002.   Adoption of this Interpretation did not have a
material impact on our financial position or results of operations.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of SFAS No.123". This
Statement  amends  SFAS No. 123,  "Accounting for  Stock-Based Compensation"  to
provide  alternative  methods  of  transition  for  a  voluntary  change  to the
fair value based method of  accounting  for  stock-based  employee compensation.
In addition, this Statement amends  the  disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method  of accounting  for stock-based employee  compensation  and the
effect  of the method  used on reported results.  Finally, this Statement amends
Accounting  Principals  Board  ("APB")  Opinion  No.  28,   "Interim   Financial
Reporting",  to require  disclosure  about  those  effects  in interim financial
information.  The amendments to SFAS No. 123  in paragraphs  2(a) - 2(e) of this
Statement are effective for financial  statements  for fiscal years ending after
December 15,  2002.  The  amendment  to SFAS  No. 123 in paragraph  2(f) of this
Statement  and  the  amendment  to  Opinion  No.  28  in  paragraph  3  of  this
statement were effective for financial reports  containing  condensed  financial
statements for interim periods beginning after December 15, 2002. As is allowed,
we are adopting the  disclosure  requirements under SFAS No. 148.

      In May 2003, the FASB issued   SFAS   No. 150  - "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement provides guidance as to  the  appropriate  classification  of  certain
financial  statement  instruments that have characteristics  of both liabilities
and equity.  This  statement is effective at the beginning of  the first interim
period after June 15, 2003.   Adoption of this Statement is not expected to have
a material impact on our financial position or results of operations.

7. Acquisitions

     In February  2003,  USF Glen Moore acquired the stock of System 81 Express,
Inc. a truckload carrier based in Tennessee for approximately $4,700 in cash and
assumed debt.  After  conducting a preliminary  purchase  price  allocation,  we
estimate  that  resultant  goodwill  will  be  approximately  $260.   Contingent
payments,  to the former  owners of  System 81 Express,  of  approximately  $320
based  upon  driver and revenue  retention goals are estimated to be paid during
the 2003 third quarter.  System  81 Express  owned or operated approximately 140
tractors  and  260 trailers  and  reported  revenue  in  2002  of  approximately
$16,000.  The acquisition  contributed  approximately  $3,800  in revenue to USF
Glen Moore's  total revenue  during  the first half of 2003.

     On April 14, 2003, USF Red Star  acquired,  for $3,000 in cash the business
of Plymouth Rock Transportation  Corporation,  a Massachusetts based LTL carrier
that provided  overnight freight service to 11 Northeastern  states.  Contingent
purchase  price  payments  may be made to the  former  owners of  Plymouth  Rock
Transportation  Corporation if certain retained revenue goals are achieved.  The
earliest  contingent  purchase  price  payment  would be made in the 2004  third
quarter. The acquisition contributed  approximately $5,000 in revenue to USF Red
Star's total revenue during the second quarter of 2003.
<PAGE>

8.  Segment Reporting             Three-Months Ended         Six-Months Ended
  (Dollars in Thousands)      ______________________    _______________________
                                 July 5,    June 29,       July 5,     June 29,
                                   2003        2002          2003         2002
---------------------------------------------------------- --------------------
Revenue
   LTL Group:
     USF Holland               $ 243,775   $ 245,125    $  502,350   $  469,400
     USF Reddaway                 73,826      68,878       145,175      130,583
     USF Red Star                 57,900      69,641       118,197      129,731
     USF Dugan                    58,354      53,605       117,569      103,595
     USF Bestway                  38,617      37,924        78,044       72,082
--------------------------------------------------------------------------------
         Subtotal LTL Group      472,472     475,173       961,335      905,391
   Truckload - USF Glen Moore     31,244      28,518        62,994       53,835
   Logistics                      65,738      69,593       141,413      136,145
   Intercompany eliminations      (2,369)     (2,097)       (4,955)      (4,019)
   Corporate and other                 -           -             -            -
--------------------------------------------------------------------------------
Total revenue from
  continuing operations        $ 567,085   $ 571,187    $1,160,787   $1,091,352

Income/(loss) from operations
   LTL Group:
     USF Holland               $  15,750   $  19,264    $   31,400   $   32,844
     USF Reddaway                  8,968       7,285        14,595       10,976
     USF Red Star                 (2,079)     (1,236)       (7,373)      (3,663)
     USF Dugan                       921         845           420        1,472
     USF Bestway                   1,740       2,355         3,070        3,749
--------------------------------------------------------------------------------
         Subtotal LTL Group       25,300      28,513        42,112       45,378
   Truckload - USF Glen Moore        962       1,529         1,485        2,418
   Logistics                       1,785       2,076         2,338        4,366
   Freight forwarding
     - Asia exit costs                 -           -             -      (12,760)
   Corporate and other            (8,046)     (6,787)      (13,023)     (12,508)
   Amortization of intangibles      (636)       (313)         (895)        (625)
---------------------------------------------------------------------- ---------
Income from operations         $  19,365   $  25,018    $   32,017   $   26,269
--------------------------------------------------------------------------------


9.  Stock No. 123, "Accounting for Stock Based Compensation", establishes a fair
value based method of accounting for stock options.  We have elected to continue
using the intrinsic value  method  prescribed under  APB No.  25 as permitted by
SFAS No. 123. If we had elected to recognize compensation cost based on the fair
value  of the options at grant date,  as prescribed  by SFAS  No. 123,  our net
income and  earnings  per share would have been  reduced to the proforma amounts
indicated in the table below:


                                Three-Months Ended       Six-Months Ended
                                ___________________    ____________________
                                 July 5,   June 29,     July 5,    June 29,
                                   2003       2002        2003        2002
                                ________   ________    ________    ________

Net income / (loss),
     as reported                $  8,076   $  5,940    $ 10,842    $(71,745)
Deduct: Total stock-based
   employee compensation
   expense determined under
   fair value based method
   for all awards, net of
   related tax benefits           (1,285)    (1,303)     (2,403)     (2,578)
                                ________   ________    ________    ________
Pro forma net income/ (loss)    $  6,791   $  4,637    $  8,439    $(74,323)

Earnings/ (loss) per share:
         Basic - as reported    $   0.30   $   0.22    $   0.40    $  (2.67)

         Basic - proforma       $   0.25   $   0.17    $   0.31    $  (2.77)

         Diluted - as reported  $   0.30   $   0.22    $   0.40    $  (2.62)

         Diluted - proforma     $   0.25   $   0.17    $   0.31    $  (2.71)


<PAGE>

10.  Discontinued Freight Forwarding Segment (Presented in these Financial
     Statements as Discontinued Operations)

     On  October  30,  2002,  we sold our  freight  forwarding  businesses,  USF
Worldwide, Inc. and USF Worldwide Logistics (UK) to GPS Logistics, Inc. and Seko
Worldwide  Acquisitions LLC  (collectively  "the  Transferees").  As part of the
agreement,  the  Transferees  returned  their  interest  in certain  assets (now
operating  as our  Domestic  Ocean  forwarding  division  within  our  Logistics
segment)  to us late in December 2002.  The  results  of the freight  forwarding
business   that  was  sold  are   presented  in   our  financial  statements  as
Discontinued Operations.

     As part of our divestiture of our freight forwarding businesses, there were
$6,000 in loans made to Asia that were forgiven in January 2002.

11.  CEO Retirement

     On May 26,  2003  our  Chairman,  President  and  Chief  Executive  Officer
retired.  Under the terms of his  retirement  agreement of April 22, 2003, he is
entitled to certain  retirement  benefits  that  resulted in a $1,200  after tax
charge to income in the second quarter.
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

                          Results of Operations

     We ("USF  Corporation") reported net income of $8.1  million for the second
quarter  ended July 5, 2003,  compared to  $5.9 million  reported for the second
quarter  ended June 29, 2002.  For the first half of 2003 and 2002,  we reported
net income of $10.8 million  and  a net  loss  of  $71.7  million, respectively.

     The net income per share for the current  year's  quarter was equivalent to
$0.30  diluted earnings  per  share  compared  to $0.22  for the  2002  quarter.
Earnings  in the current year's  quarter  from  continuing  operations were also
$0.30  diluted earnings  per share compared to $0.47 in the 2002 second quarter.
Net income  for the  current year's  quarter  included  an after tax  charge  of
$1.2 million (equivalent  to  approximately $0.05 diluted  earnings  per  share)
relating to the retirement of our CEO. Net income  in the  2002 quarter included
an  after  tax  loss from  discontinued  operations  of our  freight  forwarding
segment  of $7.0 million  (equivalent to a $0.26 loss per diluted share)  in the
2002 quarter.

     The year to date net income for 2003 was $10.8 million, equivalent to $0.40
diluted  earnings per share  compared to  a  net loss of $71.7 million for 2002.
On January 1, 2003, we changed our method of accounting for revenue  recognition
in our LTL  and TL segments,  resulting  in  an after tax  cumulative  effect of
change in accounting  charge of $1.5 million  (equivalent to a loss of $0.05 per
diluted share) - see  Footnote 1. Included in the 2002 first half net loss were:
a $12.8  million  charge  (equivalent  to  $0.47  diluted  loss  per  share)  to
relinquish  our interest in a non-core  Asian joint venture; a cumulative effect
of change in  accounting  (required  under  Statement  of  Financial  Accounting
Standard   ("SFAS")  No. 142   "Goodwill  and  Other   Intangible  Assets")  for
goodwill  impairment  that  amounted  to $70 million (equivalent to a $2.56 loss
per diluted share); and an after tax loss  from discontinued  operations of $7.9
million  (equivalent to a $0.29 diluted loss  per share).  Of the  $95.1 million
total pre-tax charges recorded, $80.6 million were non-cash.

     We reported revenue from  continuing operations for the 2003 second quarter
of $567.1 million,  a 0.7% decrease  compared to the $571.2 million reported for
the 2002 second quarter. This year's quarter included 62.5 working days compared
to 64.0  working  days in the  2002  second  quarter.  On a daily  basis,  total
operating revenue increased 1.7% over last year's quarter. Revenue for the first
half of 2003 was $1.2  billion,  a 6.4% increase compared to the $1.1 billion in
revenue reported for the first half of 2002.

                         LESS-THAN-TRUCKLOAD

     Total revenue for the current quarter at the regional trucking subsidiaries
decreased 0.6% to $472.5  million  compared to $475.2 million in the 2002 second
quarter.  Revenue from our USF PremierPlus SM  ("PremierPlus")  product (revenue
from  shipments  moving  between  our  regional  trucking   subsidiaries)  which
accounted for 10.2% of total revenue in the regional  trucking  subsidiaries  in
the 2002  second  quarter  increased  by 23% and  accounted  for  12.4% of total
revenue in the current quarter.  A General Rate Increase of 5.9% was implemented
on June 2nd, approximately three weeks earlier than last year's increase.

     On a comparable working day basis, total revenue in the 2003 second quarter
increased by 1.8%  over the  second quarter of 2002.  Fuel surcharges, which are
included in the reported revenue, increased by 75%  percent to $15.2  million in
the  current  quarter  from $8.7 million in last year's second  quarter.  Second
quarter   2003  revenue  per  working  day   before  fuel  surcharges  increased
approximately 0.4%.

     Both  LTL shipments  and  tonnage  decreased 6.2%  from last  year's second
quarter.  Billed  LTL revenue  per  shipment  increased  6.7%  from  $119.59  to
$127.66,  including  fuel  surcharges.  Billed  LTL  revenue  per  hundredweight
increased by 6.8%,  from $10.58 to $11.30.  Average  weight per LTL shipment was
1,130 pounds in  the current  quarter  unchanged  from the 2002  second quarter.
Per  working  day LTL  shipments  and LTL tons declined by 4.0% compared to last
year.  Overall  average  length of  haul  increased  5.6% in the current quarter
to 492 miles compared to 466 miles in last year's second quarter.
<PAGE>
     Operating  income for the  regional  trucking  subsidiaries  in the current
year's quarter was  $25.3 million compared  to $28.5 million for the same period
of 2002. The  consolidated operating ratio ("OR") for the LTL group increased to
94.6% from 94.0% from last year.  USF Reddaway reported  improved second quarter
results,  growing  revenue by  7.2% (9.8% on a daily basis) and improving its OR
in the current  quarter  to 87.9%  compared  to  last year's  89.4%.  During the
quarter,  USF Reddaway  improved  operating  efficiencies  as  a  percentage  of
revenue and recorded a gain  on the  sale of a terminal.  USF Holland's  revenue
decreased  by  0.6%  (increased 1.8%  on a  daily basis)  and  operating  income
decreased by 18.2%.  It also  reported an OR of 93.5% compared to 92.1% in 2002.
Contributing to the relatively flat revenue  and increased OR was the continuing
soft economy  which  has  resulted in extreme  pricing pressure  and contractual
labor  increases.  USF Bestway's  revenue  increased  by 1.8%  (4.3%  on a daily
basis),  and  its  OR increased to 95.5%  in the quarter  compared to 93.8% last
year, primarily from higher health care and workers' compensation  expenses  and
increased  pricing pressures in the  intra California/Texas markets. USF Dugan's
revenue grew 8.9% (11.5% on a daily basis)  and it reported an OR of 98.4%,  the
same as in 2002  as labor,  fuel and purchased transportation expenses increased
as well  as  expenses  incurred at  its Oklahoma  City  terminal  as a result of
weather related damage.

     USF Red Star's revenue decreased 16.9%  (14.9% on a daily basis) and its OR
increased to 103.6% in the second quarter  this year from 101.8% last year.  The
decrease in revenue was primarily  attributable  to the elimination of low yield
revenue  from  its  largest  customer.  To further  reduce expenses,  during the
quarter USF Red Star continued  making operational changes including the closure
of terminal operations in North and South Carolina, and the consolidation of two
terminals in the Boston area.


     Total  revenue  for  the  first  half  of  2003  at the  regional  trucking
subsidiaries  increased by 6.2% to $961.3 million  compared to $905.4 million in
the  first  half of 2002.  Year to date  LTL  shipments  and  LTL  tonnage  were
relatively  the  same  compared  to  last year,  and LTL  revenue  per  shipment
increased  by 7.1% to  $127.75  from $119.29 in the  first half of 2002, and the
weight per  shipment  increased by  0.4% to 1,132 pounds from 1,128 in the first
half of 2002.  Fuel surcharges,  included in the  reported revenue, increased by
188.4%  to  $35.8 million from  $12.4 million in last year's  first half as fuel
prices increased.

     Operating earnings for the regional trucking companies in the first half of
2003 was $42.1 million, a decrease  of 7.2% compared  to  operating  earnings of
$45.4  million in the first half of 2002 due mainly to the continued softness in
the economy.  The consolidated OR  for the regional  trucking companies  for the
first half of 2003 was 95.6% compared to 95.0% for  the first half of 2002.  USF
Reddaway's OR  improved  during  the  first half of 2003 compared to 2002  as  a
result of improved  cost  controls  in the  2003 first  half.  USF Red Star's OR
increased  in the first half  of 2003 to 106.2%  compared to 102.8% in the first
half of 2002.  However,  USF Red Star's  OR  reported for the second quarter was
significantly  improved  from the  OR of 108.8% in the first quarter of 2003  as
it  continues  to  make   operational  changes  to  reduce   costs  as  well  as
restructure  to  its  core  business  markets  in  the  Northeast. Bestway's  OR
increased  in the  first half of 2003 to 96.1%  compared to  94.8% in the  first
half of 2002.  USF Holland reported an increase in its year to date OR  to 93.7%
in  the first half of 2003  compared to a 93.0% in the first half of 2002,  as a
result  of  the  continued  soft economy  and  increased labor costs.  USF Dugan
reported  an  increase  in OR  in the first  half  of 2003 to 99.6%  compared to
98.6% in the  first  half of 2002.

     Continuing  from  the  first  quarter,  we are  reporting  on our Web  site
(www.ir.usfc.com)  LTL operating  statistics in a new format which,  we believe,
more accurately reflects  shipment and  pricing details.  In  prior  years,  the
operating statistics included PremierPlus shipments in each of our LTL companies
that  handled the shipment  and  allocated to  each company  its  portion of the
revenue.  While this prior  treatment was  consistent  throughout  all reporting
periods,  the  total  shipment  count  for  our overall LTL  trucking  group was
greater than the actual shipments handled.  This revised presentation eliminates
the  double counting of  PremierPlus shipments.  Additionally,  these statistics
are presented  on  an as-billed  basis  and not  as presented  in the  financial
statements.  Differences  between  the operating  statistics  data  and reported
revenue in the financial  statements  result from,  among  other items,  revenue
recognition between accounting periods,  adjustments  for volume  discounts that
are not attributable to specific invoices and other adjustments to invoices that
occur during later periods.
<PAGE>


                                 TRUCKLOAD

     USF  Glen  Moore  recorded  a  9.6%  revenue  increase  (7.0%  before  fuel
surcharge  revenue) to $31.2  million in the current  quarter  compared to $28.5
million in the 2002 second  quarter.  Approximately 93% of the revenue increase
was  attributable  to  the  System 81 acquisition.  USF  Glen Moore's  operating
earnings  were  $1.0 million  with  an  OR of 96.9%,  compared  to $1.5  million
profit  and  an OR of 94.6%  in last year's  second quarter.  This year's OR was
impacted by higher claims and to a lesser extent, higher empty miles.

     USF Glen Moore reported revenue in the first half of 2003 of $63.0 million,
an increase  of 17.2%  compared  to $53.8  million  in the  first  half of 2002.
Operating  income for the first half of  2002  declined by 38.6% to $1.5 million
from $2.4 million  in the first half  of 2002  and its OR  increased to 97.6% in
2003 from 95.5% in 2002 due mainly  to increases in fuel costs. In late February
2003,  USF Glen Moore  acquired  System 81,  a small truckload  company based in
Tennessee, which  contributed  approximately  $3.8  million  in  revenue  in the
2003  first  half  (see Acquisition Footnote 7).  At the beginning  of the  2003
first quarter USF Glen Moore increased the estimate for  depreciable  lives  for
a portion of its tractor  fleet to  match service life experience. Tractor lives
were  extended  from five  to seven  years  and  as a  result,  USF  Glen  Moore
recorded a  first half  decrease  in  depreciation expense of approximately $1.2
million.



                              LOGISTICS

     Revenue for the Logistics group was $65.7 million, a 5.5% decrease compared
to last year's second quarter of $69.6 million.  Revenue declined  primarily due
to decreased business with major customers including Fleming Companies who filed
for bankruptcy in April.  Partially  offsetting  this reduction was $6.2 million
revenue  contribution from the ocean forwarding  division that was acquired late
in 2002 (see Footnote 10 - Discontinued  Freight  Forwarding  Segment) which was
slightly  profitable.  The Logistics group recorded an operating  profit of $1.8
million compared to $2.1 million last year. Profits in the cross-dock  division,
that are heavily  influenced by its retail customer base, were lower in the 2003
second quarter  compared to last year's second quarter as a result of a sluggish
economy.  USF  Processors  contributed  $8.9  million in revenue in the  current
quarter  compared  to $10.9  million  last  year and  reported  a profit of $0.2
million in the current quarter compared to a small loss reported last year.

     Year to date revenue  for the Logistics group  in the  first  half of  2003
increased by 3.9% to $141.4 million compared to $136.1 million in the first half
of 2002.  USF Logistics  increased  revenue  as  new  distribution  centers  and
new  contracts started up while USF  Processors  reported lower revenue of $18.0
million in the 2003 first half compared to $20.5  million  in last  year's first
half.  Operating earnings  for the Logistics group  decreased  by 46.4% to  $2.3
million in  the first half of 2003  as  USF  Logistics  reported  lower  profits
from  recently  opened  distribution  centers, but  USF  Processors  reported  a
small  profit  in  the current year  compared to  a loss of $1.5 million  in the
first half of  2002.  Included  in this  year's  first half  results  was a $2.0
million  charge  relating  to the bankruptcy  of Fleming Companies.



                    FREIGHT FORWARDING - ASIA EXIT COSTS

     Freight  Forwarding - Asia exit costs are the $12.8 million charge taken in
the 2002  first  half  to  relinquish  our interest  in  USF  Asia;  our  former
non-core  Asian  joint  venture.  (see also  Footnote 10 - Discontinued  Freight
Forwarding Segment).

<PAGE>

                           CORPORATE AND OTHER

     Corporate and Other  expenses  increased by $1.6 million to $8.7 million in
the  2003  second  quarter  compared to $7.1 million in the 2002 second quarter.
Expenses  for  the current  year's  quarter included an after tax charge of $1.2
million  (equivalent  to  approximately four cents diluted earnings  per  share)
relating  to  the  retirement  of  our CEO.  Net  expenses  in  our  information
technology group  ("IT")  were lower than last year by $0.3 million,  as several
major software  development  projects  that were begun in 2002  and  were in the
non-capitalizable  initial  phases  last year  (AICPA SOP 98-1),  are now moving
into phases where these development costs are being capitalized.

     Corporate  and other  expenses for the first half of 2003 amounted to $13.9
million compared to $13.1 million in the first half of 2002.  Corporate expenses
increased to $13.0  million in the first half of 2003  compared to $12.5 million
in the first half of 2002.  Our IT group  reduced its non - capital  expenses by
$1.0  million in the first half of 2003  compared  to the same period in 2002 as
several  major software  development  projects that  were begun  in 2002 are now
being capitalized

     Amortization of non-goodwill  intangible assets amounted to $0.6 million in
the current  quarter  compared to $0.3  million in last year's  second  quarter.
Amortization  for the  first  half of 2003 was  $0.9  million  compared  to $0.6
million in the 2002 first half.  Amortization  expense  increased in 2003 due to
the  intangible  assets  acquired  by Glen Moore  and Red Star in  February  and
April of 2003 (see Footnote 7 - Acquisitions).


                        Discontinued Operations

     On October 30, 2002, we sold our non-core  freight  forwarding  businesses,
USF Worldwide,  Inc. and USF Worldwide  Logistics (UK). Results of operations in
the  2002  first  half  are  reported  under   discontinued  operations  in  our
statements  of  operations  and  cash  flows  (See  Footnote  10 -  Discontinued
Freight Forwarding Segment).


                              Income Taxes

     Income tax  expense is  calculated  on income  from  continuing  operations
before income taxes and cumulative  effects of accounting changes and before the
$12.8  million  Asia  exit  costs  (in the 2002 first  half as there were no tax
benefits  associated  with  this  charge).  There  were  also  no  tax  benefits
associated  with the $70 million  cumulative  effect of change in accounting for
goodwill  in the  2002 first half.  State income  tax refunds, in the 2002 first
half, lowered the effective tax rate.

     The following table provides an analysis of the effective tax rates for the
first halves of 2003 and 2002:
                                                  Six-Months      Six-Months
                                                 Ended July 5,   Ended June 29,
                                                      2003            2002
                                                    _______         _______

Reported income from continuing operations          $21,526        $ 17,056
   before income taxes, and cumulative effects of
   accounting changes
Add back Asia exit costs                                  -          12,760
                                                    _______         _______
Income subject to income taxes                      $21,526        $ 29,816
Income tax expense                                   (9,172)        (10,876)
Effective tax rate - reported                          42.6%           36.5%

Subtract from income taxes:
    Net state tax refunds received                        -             636
                                                    _______         _______
Adjusted income tax expense                         $(9,172)       $(11,512)

Effective tax rate - adjusted                          42.6%           38.6%

<PAGE>

                              OTHER MATTERS

     A five-year  National  Master Freight Agreement ("NMFA") was negotiated and
ratified by the International  Brotherhood of Teamsters  replacing the agreement
that expired March 31, 2003. This agreement affects USF Holland and USF Red Star
primarily.

     Mr. Samuel K. Skinner, our Chairman, President and Chief Executive Officer,
retired on May 26, 2003. The search for a new Chief Executive Officer is ongoing
and a selection  is expected  during the third quarter.



                  Liquidity and Capital Resources


     Cash flows from operating  activities  contributed $77.1 million during the
first half of 2003 compared to  $28.6 million during the  same period last year.
Our net loss of $71.7  million  in  the 2002  first  half  included  a  non-cash
charge for a write-off of goodwill of $70 million in our discontinued operations
and a $12.8 million charge  (including a $10 million cash payment) to relinquish
our  interest in our  non-core  Asian joint  venture.  Non-cash  expenses in net
income  included  depreciation  of property and  equipment and  amortization  of
non-goodwill   intangibles  along  with  the  aforementioned  non-cash  goodwill
write-off  of $70  million.  We  plan to  fund our  ongoing  operations  through
operating cash flows and existing credit facilities

     Other  items  affecting  cash from  operating  activities  included  in the
increase / (decrease)  for the  2003  first half  amounting  to  $14.4  million,
included  an increase of $7.1 million in accounts receivable, a decrease of $6.2
million in deferred tax assets and an increase in other  current  assets of $2.8
million.   These  were  offset  by  increases  in  accounts  payable  and  other
liabilities  amounting to  $24.5 million.  Last year's  net increase in accounts
receivable and other amounting to $(25.4) million, were due  mainly to increases
in  accounts  receivable  of $26.2  million and  $10.9 million  of  increases in
deferred   tax  assets  offset  by  increases  in  accounts  payable  and  other
liabilities.

     Capital  expenditures  for the first half of 2003 amounted to approximately
$69.4 million including additions of $23.8 million for revenue equipment,  $19.0
million for terminal  facilities,  $18.6 million for information  technology and
$8.0  for  other  capital  items.  Last  year  for  the  same  period,   capital
expenditures  amounted to approximately  $53.4 million,  including  additions of
$24.0 million for revenue equipment, $14.0 million for terminal facilities, $4.3
million for IT equipment and $11.1 million for other capital items.

     USF Glen Moore acquired System 81,  a Tennessee based truckload carrier, in
February 2003 for $1.9 million in cash and assumed debt of $2.8 million.

     On April 14, 2003,  USF Red Star  paid  $3.0 million  in cash  for  certain
assets  and  the  business  of  Plymouth  Rock  Transportation   Corporation,  a
Massachusetts  based LTL carrier that provided  overnight  freight service to 11
Northeastern  states.  Contingent  purchase  price  payments  may be made to the
former owners of Plymouth Rock  Transportation  Corporation if certain  retained
revenue goals are achieved. The earliest contingent purchase price payment would
be made in the third quarter of 2004.

     Total  borrowings, decreased by $5.1 million  during the first half of 2003
and we had  approximately  $52.0  million  invested in  overnight  money  market
deposits.  Our net debt to capital ratio  (decreasing debt by cash) was 23.4% at
July 5, 2003 compared to 24.3% at December 31, 2002.

     Our debt  includes  $150  million of unsecured  guaranteed  notes that were
floated in late April,  2000 and are due on April 15,  2010 and $100  million of
unsecured guaranteed notes due May 1, 2009.

     Our guaranteed notes are fully and unconditionally  guaranteed,  on a joint
and several basis,  on an unsecured  senior basis, by  substantially  all of our
direct and indirect domestic  subsidiaries (the Subsidiary  Guarantors ). All of
the assets were owned by the Subsidiary  Guarantors and substantially all of our
operations  were  conducted  by  the  Subsidiary  Guarantors.  Accordingly,  the
aggregate assets, liabilities,  earnings and equity of the Subsidiary Guarantors
were substantially  equivalent to the assets,  liabilities,  earnings and equity
shown in our consolidated financial statements. Our subsidiaries, other than the
Subsidiary  Guarantors,  are minor.  There are no restrictions on our ability to
obtain funds from our subsidiaries by dividend or loan. We,  therefore,  are not
required to present separate financial statements of our Subsidiary  Guarantors,
and other disclosures relating to them.
<PAGE>
     At July 5, 2003,  we have a $200 million  credit  facility with a  group of
banks that will expire in October 2005.  This  facility is for working  capital,
general  corporate funding needs,  and up to $125  million for letters of credit
under our self-insurance program. As of July 5, 2003 we had  no borrowings drawn
under the facility,  but we had approximately  $88 million  in issued letters of
credit.

     The facility  bears  interest at LIBOR plus a margin  depending on our debt
rating.  In  addition,  there are other fees  associated  with the  facility and
certain financial  covenants including minimum net worth and maximum funded debt
to adjusted cash flow.

     On July 24, 2000,  we announced the  authorized  buyback of up to 1 million
additional  shares of our  common  stock.  This  repurchase  program  is not yet
completed.  In February of 2003,  we  repurchased  14,000  common  shares in the
public market at $24 per share. There were no shares repurchased in the first or
second  quarters  of 2002.  From July 24,  2000  through  July 5, 2003,  we have
repurchased 468,200 shares.

     A dividend of 9 1/3 cents per share  equivalent to $2.5 million was paid on
July 3, 2003 to shareholders of record on June 20, 2003.

                 Recent Accounting Pronouncements

     On November 25, 2002,  the Financial  Accounting  Standards  Board ("FASB")
issued   Interpretation  No.  45,   "Guarantor's   Accounting   and   Disclosure
Requirements for Guarantees",  Including  Indirect Guarantees of Indebtedness to
Others ("Interpretation"), which  elaborates on the  disclosures to be made by a
guarantor  about  its  obligations  under  certain  guarantees issued.  It  also
clarifies  that a guarantor  is required  to recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value  of the  obligation  undertaken in
issuing the guarantee.  The Interpretation expands on the accounting guidance of
Statement  of  Financial  Accounting  Standard  ("SFAS") No. 5,  Accounting  for
Contingencies,  SFAS  No. 57  Related  Party  Disclosures,  and  SFAS  No.  107,
Disclosures  about  Fair Value of Financial Instruments. The Interpretation also
incorporates,  without change,  the provisions of  FASB  Interpretation  No. 34,
Disclosure   of  Indirect  Guarantees  of  Indebtedness   of  Others,  which  it
supersedes.  The Interpretation  does  identify  several  situations  where  the
recognition of a  liability  at inception  for a  guarantor's  obligation is not
required.  The initial recognition  and measurement provisions of Interpretation
No. 45 apply  on a prospective  basis  to guarantees  issued  or modified  after
December  31,  2002,  regardless  of  the  guarantor's  fiscal  year-end.    The
disclosures are effective for financial  statements of interim or annual periods
ending after December 15, 2002.   Adoption of this Interpretation did not have a
material impact on our financial position or results of operations.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of SFAS No.123". This
Statement  amends  SFAS No. 123,  "Accounting for  Stock-Based Compensation"  to
provide  alternative  methods  of  transition  for  a  voluntary  change  to the
fair value based method of  accounting  for  stock-based  employee compensation.
In addition, this Statement amends  the  disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial statements
about the method  of accounting  for stock-based employee  compensation  and the
effect  of the method  used on reported results.  Finally, this Statement amends
Accounting  Principals  Board  ("APB")  Opinion  No.  28,   "Interim   Financial
Reporting",  to require  disclosure  about  those  effects  in interim financial
information.  The amendments to SFAS No. 123  in paragraphs  2(a) - 2(e) of this
Statement are effective for financial  statements  for fiscal years ending after
December 15,  2002.  The  amendment  to SFAS  No. 123 in paragraph  2(f) of this
Statement  and  the  amendment  to  Opinion  No.  28  in  paragraph  3  of  this
statement were effective for  financial reports containing  condensed  financial
statements for interim periods beginning after December 15, 2002. As is allowed,
we are adopting the  disclosure  requirements under SFAS No. 148.

      In May 2003, the FASB issued   SFAS   No. 150  - "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement provides guidance as to  the  appropriate  classification  of  certain
financial  statement  instruments that have characteristics  of both liabilities
and equity.  This  statement is effective at the beginning of  the first interim
period after June 15, 2003.   Adoption of this Statement is not expected to have
a material impact on our financial position or results of operations.
<PAGE>
Item 3.       Quantitative and Qualitative Disclosures about Market Risk

     We are  exposed to the impact of interest  rate  changes.  Our  exposure to
changes  in  interest  rates is  limited  to  borrowings  under a line of credit
agreement which has variable  interest rates tied to the LIBOR rate.  There have
been no borrowings  under this agreement in the 2003 first half nor during 2002.
In addition, we have $150 million of unsecured notes with an 8 1/2% fixed annual
interest  rate and $100  million of  unsecured  notes with a 6 1/2% fixed annual
interest  rate at July 5,  2003.  We have no hedging  instruments.  From time to
time, we invest excess cash in overnight money market accounts. At July 5, 2003,
we had invested  approximately  $52 million in overnight  money market  accounts
that yielded approximately 1.5% per annum.

     At July 5, 2003,  we have a $200 million  credit  facility  with a group of
banks that will expire in October 2005.  This  facility is for working  capital,
general corporate funding needs, and up to $125 million for letters of credit we
issue under our self-insurance  program. As of July 5, 2003 we had no borrowings
drawn under the facility, but we had approximately $88 million in issued letters
of credit.

     The facility  bears  interest at LIBOR plus a margin  depending on our debt
rating.  In  addition,  there are other fees  associated  with the  facility and
certain financial  covenants including minimum net worth and maximum funded debt
to adjusted cash flow.


Item 4.   Controls and Procedures

     In order to ensure  information  for  disclosure in our filings of periodic
reports with the  Securities and Exchange  Commission is  identified,  recorded,
processed, summarized and reported on a timely basis, we have adopted disclosure
controls  and  procedures.  Our Lead  Director,  Neil  Springer,  and our  Chief
Financial  Officer,  Christopher  L. Ellis,  have  reviewed  and  evaluated  our
disclosure  controls and procedures as of August 6, 2003 and have concluded that
our disclosure controls and procedures were adequate as of that date.

     There have been no significant  changes in our internal controls,  which we
define to include our control  environment,  control procedures,  and accounting
systems,  or in other  factors  that could  significantly  affect  our  internal
controls, since August 6, 2003.

<PAGE>


                           PART II: OTHER INFORMATION

Item 1.           Legal Proceedings.

Our trucking  subsidiaries are a party to a number of proceedings  brought under
the  Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,
(CERCLA).  They  have  been  made a party to  these  proceedings  as an  alleged
generator of waste disposed of at hazardous  waste disposal sites. In each case,
the Government alleges that the parties are jointly and severally liable for the
cleanup  costs.   Although  joint  and  several  liability  is  alleged,   these
proceedings  are  frequently  resolved  on the  basis of the  quantity  of waste
disposed of at the site by the generator. Our potential liability varies greatly
from site to site. For some sites the potential  liability is de minimis and for
others the costs of cleanup have not yet been determined.  It is not feasible to
predict or  determine  the  outcome of these or similar  proceedings  brought by
state agencies or private litigants.  However,  we believe the ultimate recovery
or liability, if any, resulting from such litigation,  individually or in total,
would not  materially  adversely  affect  our  financial  condition,  results of
operations or cash flows.  We believe such  liability,  if any, would  represent
less than 1% of our annual revenue.

Our Dugan subsidiary is currently the subject of a criminal investigation by the
City of Houston and an  administrative  investigation by the Texas Commission on
Environmental  Quality  arising from  inadvertent  diesel  releases from Dugan's
Northfield  facility  located in  Houston,  Texas.  Dugan has taken  measures to
respond to the  environmental  effects of these releases and to curtail  further
releases.  Dugan has also brought suit against the environmental  consultant who
reviewed the Northfield facility prior to Dugan's acquisition of the property in
1998.

Also,  we are involved in other  litigation  arising in the  ordinary  course of
business,  primarily  involving claims for bodily injury,  property damage,  and
workers'  compensation.  We believe the ultimate recovery or liability,  if any,
resulting from such litigation,  individually or in total,  would not materially
adversely affect our financial condition, results of operations, or cash flow.

Item 4.           Submission of Matters to a Vote of Security Holders.

(a) On May 2, 2003, the annual meeting of  stockholders  of USF  Corporation was
held pursuant to notice.

(b) Robert V.  Delaney,  Paul J. Liska,  and  Stephen B.  Timbers  were  elected
directors at the meeting.  The  following  directors'  term of office  continued
after the meeting:

                           Neil A. Springer                   John W. Puth
                           Morley Koffman                     Anthony J. Paoni
                           William N. Weaver, Jr.

(c)(1)   Election of Directors

         Robert V. Delaney           FOR:                        22,739,092
                                     WITHHOLD:                    1,880,575
                                     ABSTENTIONS:                         0
                                     BROKER NON VOTES:                    0

         Paul J. Liska               FOR:                        23,365,892
                                     WITHHOLD:                    1,253,775
                                     ABSTENTIONS:                         0
                                     BROKER NON VOTES:                    0

         Stephen B. Timbers          FOR:                        22,737,186
                                     WITHHOLD:                    1,882,481
                                     ABSTENTIONS:                         0
                                     BROKER NON VOTES:                    0

(c)(2)   Amendment to the Certificate of Incorporation

                                     FOR:                        24,468,728
                                     AGAINST:                        50,115
                                     ABSTENTIONS:                    21,024
                                     NON-VOTES:                      79,800

(c)(3)   Amendment to the USF Corporation Long-Term Incentive Plan

                                     FOR:                        19,515,825
                                     AGAINST:                     4,973,550
                                     ABSTENTIONS:                    50,490
                                     NON-VOTES:                      79,801

(c)(4)   Amendment to the Stock Option Plan for Non-Employee Directors

                                     FOR:                        21,039,328
                                     AGAINST:                     3,457,631
                                     ABSTENTIONS:                    42,907
                                     NON-VOTES:                      79,801
(d)      N/A
<PAGE>
Item 6.           Exhibits and Reports on Form 8-K.

(a)      Exhibits

         1.       Exhibit 10.1-USF Corporation Stock Option Plan for Non-
                  Employee Directors, as restated and amended March 14, 2003.

         2.       Exhibit 10.2-USF Corporation Long-Term Incentive Plan, as
                  restated and amended May 2, 2003.

         3.       Exhibit 10.3-USF Corporation By-Laws amended May 2, 2003.

         4.       Exhibit 10.4-Retirement Agreement and General Release of
                  Samuel K. Skinner dated April 22, 2003.

         5.       Exhibit 31.1-Section 302 Certification of Lead Director.

         6.       Exhibit 31.2-Section 302 Certification of Chief Financial
                  Officer.

         7.       Exhibit 32.1-Statement of Lead Director Officer Pursuant to
                  Section 1350(a) of Title 18, United States Code (furnished not
                  filed with this Quarterly Report on Form 10-Q)

         8.       Exhibit 32.2-Statement of Chief Financial Officer Pursuant to
                  Section 1350(a) of Title 18, United States Code (furnished not
                  filed with this Quarterly Report on Form 10-Q)

(b)      Current Reports on Form 8-K were filed:

         1.       A Current Report on Form 8-K was filed on April 30, 2003
                  announcing the Company's First Quarter earnings.



                                SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized. Dated August 6, 2003.



                               USF CORPORATION


                   By:   /s/ Christopher L. Ellis
                             ____________________
                             Christopher L. Ellis
                 Senior Vice President, Finance and Chief Financial Officer


                   By:   /s/ James T. Castro
                             _______________
                             James T. Castro
                    Controller and Principal Accounting Officer

<PAGE>



                              EXHIBIT 10.1



                      USFREIGHTWAYS CORPORATION
                          STOCK OPTION PLAN
                      FOR NON-EMPLOYEE DIRECTORS

             RESTATED AND AMENDED AS OF MARCH 14, 2003


I.    DEFINITIONS AND PURPOSE

      A.    Definitions:

            Unless otherwise specified or unless the context otherwise requires,
            the following terms, as used in this Plan, have the following
            meanings:

            1.Affiliate means a corporation  which,  for purposes of Section 422
              of the Code, is a parent or subsidiary of the Company, direct or
              indirect.

            2.Board means the Board of Directors of the Company.

            3.Code means the Internal Revenue Code of 1986, as amended.

            4.Committee  means the  committee  to which  the Board  delegates
              the power to act under or  pursuant to the provisions of the Plan,
              or the Board if no committee is selected.

            5.Company means  USFreightways  Corporation,  a Delaware
              corporation,  and includes any successor or assignee corporation
              or corporations into which the Company may be merged, changed, or
              consolidated;  any corporation for whose securities the securities
              of the Company shall be exchanged;  and any assignee of or
              successor to substantially all other assets of the Company.

            6.Disability means a permanent and total disability as defined in
              Section 22(e)(3) of the Code.

            7.Eligible  Director  means each  person who is a director  of the
              Company,  and who is not an  employee  of the Company or any
              Affiliate  of the Company and who has not been an  employee of the
              Company or any  Affiliate  of the Company for all or any part of
              the preceding  fiscal year.  For purposes of the Plan, an Eligible
              Director shall be deemed to include the employer of such Eligible
              Director,  or any delegatee mandated by his employer, if the
              Eligible  Director is  required,  as a  condition  of his
              employment,  to provide  that any Option  granted hereunder be
              made to the employer or its delegatee.

             8.Option  means a right or option  granted  under the Plan,  which
               right or option shall not be  intended to qualify as an incentive
               stock option as defined in Section 422 of the Code.

             9.Option Agreement means an agreement  between the Company and a
               Participant  executed and delivered  pursuant to the Plan.

            10.Participant means an Eligible Director to whom an Option is
               granted under the Plan.

            11.Plan means this Stock Option Plan for Non-Employee Directors, as
               amended from time to time.

            12.Shares means the  following  shares of the capital stock of the
               Company as to which Options have been or may be granted under the
               Plan:  authorized and unissued common stock,  $0.01 par value,
               treasury shares held by the  Company  or any  shares of  capital
               stock  into  which the  Shares  are  changed or for which they
               are exchanged within the provisions of Article VI of the Plan.

         B.    Purpose of the Plan:

               The Plan intended to promote the  interests of the Company and
               its  stockholders by attracting and retaining highly qualified
               independent  directors  through an investment interest in the
               Company's future success.

<PAGE>
II.      SHARES SUBJECT TO THE PLAN

The  aggregate  number of Shares as to which Options may be granted from time to
time shall be 750,000  Shares  (subject to adjustments  for stock splits,  stock
dividends, and other adjustments described in Article VI hereof).

If an Option ceases to be  "outstanding",  in whole or in part, the Shares which
were subject to such Option, if the Option was not exercised, shall be available
for the granting of other Options.  Any Option, if the Option was not exercised,
shall be  available  for the  granting  of other  Options.  Any Option  shall be
treated as  "outstanding"  until such Option is exercised in full, or terminates
or expires under the provisions of the Plan or Option Agreement.

Subject to the  provisions of Article VI, the  aggregate  number of Shares as to
which  Options  may be granted  shall be  subject to change  only by means of an
amendment  of  the  Plan  duly  adopted  by  the  Company  and  approved  by the
stockholders  of the  Company  within such time period as may be required by the
Securities Exchange Act of 1934, as amended from time to time.

III.     ADMINISTRATION OF THE PLAN

The Plan shall be  administered  by the Committee.  Subject to the provisions of
the Plan, the Committee is authorized to:

A. Interpret the provisions of the Plan or any Option or Option Agreement and to
make all rules and determinations  which it deems necessary or advisable for the
administration of the Plan;

B. Determine the Eligible Directors to whom Options shall be granted;

C.  Determine  the  number of Shares  for  which an Option or  Options  shall be
granted;

D.  Provide  for the  acceleration  of the right to  exercise  an Option (or any
portion thereof); and

E.  Specify the terms and  conditions  upon which  Options  may be granted.  The
interpretation  and  construction by the Committee of any provisions of the Plan
or of any Option granted under it shall be final.

IV.      ELIGIBILITY FOR PARTICIPATION

Each  Participant  must be an  Eligible  Director  of the Company at the time an
Option is granted.  Each Eligible Director shall be granted, at the later of the
effective  date of the  Plan or the  date  such  director  becomes  an  Eligible
Director,  and at such other time or times as  described in Article V, an Option
to purchase Shares under the Plan. In addition to the  formula-based  Shares set
forth in  Article V, the  Committee  may at any time and from time to time grant
one or more additional Options to one or more Eligible Directors ("Discretionary
Options")  and  may  designate  the  number  of  Shares  to be  subject  to each
Discretionary   Option  so  granted,   provided  however  that  no  grant  of  a
Discretionary  Option to purchase Shares shall permit unrestricted  ownership of
Shares by the  Eligible  Director  for at least six (6) months  from the date of
grant of the  Discretionary  Option,  unless the Committee  determines  that the
grant of such  Discretionary  Option to purchase Shares otherwise  satisfies the
then current Rule 16b-3 requirements under the Securities Exchange Act of 1934.

V.       TERMS AND CONDITIONS OF OPTIONS

Each Option shall be set forth in an Option  Agreement,  duly executed on behalf
of the Company and by the participant to whom such Option is granted. Except for
the setting of the Option  price under  Paragraph A of this Article V, no Option
shall be granted and no purported  grant of any Option shall be effective  until
such Option Agreement shall have been duly executed on behalf of the Company and
by the Participant.  Each such Option Agreement shall be subject to at least the
following terms and conditions:

 A.       OPTION PRICE:

The exercise  price of the Shares  covered by each Option granted under the Plan
shall be equal to 100% of the "fair  market  value" of the Shares on the date of
the  granted  Option.  If the  Shares  are  listed  on any  national  securities
exchange,  the fair market  value shall be the mean  average of the high and low
sales  prices,  if any, on the largest such exchange on the date of the grant of
the Option,  or, if none, on the most recent trade date thirty (30) days or less
prior to the date of the grant of the Option.  If the Shares are not then listed
on any such exchange,  the fair market value of such Shares shall be the closing
"Ask"  prices,  if any, as reported on the National  Association  of  Securities
Dealers  automated  Quotation System ("NASDAQ") for the date of the grant of the
Option, or if none, on the most recent trade date thirty (30) days or less prior
to the date of the grant of the Option for which such  quotations  are reported.
If the  Shares  are not then  either  listed on any such  exchange  or quoted on
NASDAQ, the fair market value shall be the mean between the average of the "Bid"
and the average of the "Ask" prices,  if any, as reported in the National  daily
Quotation Service for the date of the grant of the Option,  or, if none, for the
most  recent  trade date thirty (30) days or less prior to the date of the grant
of the Option for which such quotations are reported.
<PAGE>
B.       NUMBER OF SHARES:

Each Eligible Director shall automatically, on the date such director becomes an
Eligible  Director,  be  granted an Option  under  this Plan to  acquire  10,000
Shares.  In addition to the foregoing,  each Eligible  Director may from time to
time be granted by the Committee, in its discretion, a Discretionary Option.

 C.       TERM OF OPTION:

No Option  granted under the Plan shall be  exercisable  after the expiration of
ten (10) years from the date of the grant.

 D.       DATE OF EXERCISE:

Options granted to an Eligible  Director under the Plan on the date the director
first becomes an Eligible  Director  shall become  exercisable  cumulatively  in
accordance with the following schedule:




       Years Elapsed Since           Cumula Dilutive Number of Shares For Which
       Date of Grant                Option May Be Exercised

       Less than 1                                    0
                 1                                2,000
                 2                                4,000
                 3                                6,000
                 4                                8,000
                 5 or more                       10,000



The foregoing  schedule  notwithstanding,  if a Participant  shall cease to be a
director of the Company because of death or Disability,  all Shares for which an
Option  has been  granted  shall  become  immediately  exercisable  and shall be
exercisable in accordance with Paragraph F.

Notwithstanding  anything herein to the contrary,  upon the authorization of the
grant of a Discretionary  Option,  or at anytime  thereafter,  the Committee may
prescribe  the  date  or  dates  on  which  the  Discretionary   Option  becomes
exercisable, and may provide that the Discretionary Option become exercisable in
installments over a period of years, or upon the attainment of stated goals.



E.       MEDIUM OF PAYMENT:

The Option  price shall be paid on the date of purchase  specified in the notice
of  exercise,  as set forth in Paragraph G. It shall be paid in the legal tender
of the United States,  or, at the election of the  Participant,  by surrender to
the Company of previously  owned shares with an aggregate  fair market value (on
the date of the  exercise)  equal  to the  Option  price  to be paid;  provided,
however, that if such shares were acquired pursuant to an incentive stock option
plan (as  defined in Code  Section  422) of the Company or  Affiliate,  then the
applicable  holding period  requirements  of said Section 422 have been met with
respect to such  shares,  and,  provided  further,  that if (i) such shares were
granted pursuant to an option,  then such option must have been granted at least
six (6) months prior to the  exercise of the Option  hereunder;  and (ii),  such
shares were  purchased  other than  through the grant and exercise of an option,
such shares were owned by the  Participant for more than six (6) months prior to
the exercise of the Option hereunder.

F.       TERMINATION OF STATUS:

1. In the event that a  Participant  shall cease to be a director of the Company
for any reason  other than death,  Disability,  or  voluntary  termination  as a
director of the Company on or after the  attainment of his or her 65th birthday,
his  or her  Option  shall  be  exercisable,  only  to the  extent  that  it was
exercisable  at the date he or she  ceased to be a  director  and only until the
first to occur of one (1) year  after  such  date or until the date on which the
Option otherwise expires according to its terms.
<PAGE>
2. In the event that a  Participant  shall cease to be a director of the Company
because  of death or  Disability,  his or her  Option  may be  exercised  in its
entirety  (notwithstanding the vesting schedule set forth in Paragraph D of this
Article V or in any Option Agreement)  within the originally  prescribed term of
the Option by the  Participant  or by any person or  persons  designated  by the
Participant as the executors or administrators  of the Participant's  estate, or
by any person or persons who shall have  acquired the Option  directly  from the
Participant   by  his  or  her  will  or  the  applicable  law  of  descent  and
distribution.

3. In the event that a  Participant  shall cease to be a director of the Company
because of  voluntary  termination  as a director of the Company on or after the
attainment  of his or her 65th  birthday  and that  Participant  has served as a
director  of the  Company  for five (5) years or more,  his or her Option may be
exercised in its  entirety  (notwithstanding  the vesting  schedule set forth in
Paragraph D of this Article V or in any Option  Agreement) within the originally
prescribed term of the Option by the  Participant;  provided that the Committee,
in its sole discretion, approves the exercise of the Option in its entirety.

4. In the event that a  Participant  shall cease to be a director of the Company
because of  voluntary  termination  as a director of the Company on or after the
attainment of his or her 72nd birthday and that  Participant has not served as a
director  of the  Company  for  five  (5)  years,  his or her  Option  shall  be
exercisable  (notwithstanding  the vesting  schedule set forth in Paragraph D of
this Article V or in any Option Agreement) within the originally prescribed term
of the Option by the  Participant,  to the extent that (a) it was exercisable at
the date he or she ceased to be a director and (b) if the Option was exercisable
periodically,  to the extent of any  additional  rights  that would have  become
exercisable (had the Participant not voluntarily terminated as a director of the
Company)  during  successive  one year  periods from the  Participant's  date of
termination for each year the Participant served as a director of the Company.

G.       EXERCISE OF OPTION AND ISSUE OF STOCK:

Option shall be exercised by giving written notice to the Company.  Such written
notice shall: (1) be signed by the person  exercising the Option,  (2) state the
number of Shares with  respect to which the Option is being  exercised,  and (3)
specify a date (other than a Saturday,  Sunday or legal  holiday)  not less than
five (5) nor more than ten (10) days after the date of such written  notice,  as
the date on which the Shares will be purchased. Such tender and conveyance shall
take place at the  principal  office of the  Company  during  ordinary  business
hours, or at such other hour and place agreed upon by the Company and the person
or persons  exercising the Option.  On the date specified in such written notice
(which  date may be  extended  by the Company in order to comply with any law or
regulation  which  requires  the Company to take any action with  respect to the
Option Shares prior to the issuance thereof,  whether pursuant to the provisions
of Article VI or  otherwise),  the Company  shall accept  payment for the Option
Shares  and shall  deliver to the  person or  persons  exercising  the Option in
exchange   therefor  an  appropriate   certificate  or  certificates   for  paid
non-assessable  Shares.  In the event of any  failure to take up and pay for the
number of Shares  specified in such written notice on the date set forth therein
(or on the extended  date as above  provided),  the right to exercise the Option
shall  terminate with respect to such number of Shares,  but shall continue with
respect to the  remaining  Shares  covered  by the  Option and not yet  acquired
pursuant thereto.

H.       RIGHTS AS A STOCKHOLDER:

No  Participant  to whom an  Option  has been  granted  shall  have  rights as a
stockholder  with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Company's  share  register in
the name of such  Participant  upon the due exercise of the Option and tender of
the full Option price.

I.       ASSIGNABILITY AND TRANSFERABILITY OF OPTION:

By its terms,  an Option granted to a participant  shall not be  transferable by
the  Participant and shall be exercisable,  during the  Participant's  lifetime,
only  by such  Participant.  Such  Option  shall  not be  assigned,  pledged  or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment, or similar process. Any attempted transfer,
assignment,  pledge,  hypothecation or other disposition of any Option or of any
rights granted thereunder contrary to the provisions of this Paragraph I, or the
levy of any attachment or similar  process upon an Option or such rights,  shall
be null and void.
<PAGE>
VI.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event that the  outstanding  shares of the Company  are  changed  into or
exchanged  for a different  number or kind of shares or other  securities of the
Company  or of another  corporation  by reason of any  reorganization  , merger,
consolidation,  recapitalization,  reclassification,  change in par value, stock
split-up,  combination  of shares or dividend  payable in capital stock , or the
like,  appropriate  adjustments to prevent dilution or enlargement of the rights
granted to, or available for,  Participants shall be made in the number and kind
of shares for the purchase of which Options may be granted under the Plan,  and,
in  addition,  appropriate  adjustment  shall be made in the  number and kind of
Shares  and in the  Option  price  per share  subject  to  outstanding  options.
Notwithstanding  anything  herein to the contrary,  in the event of an offer for
the Company's  shares,  the adoption of a plan of merger or consolidation  under
which  all of the  shares  of the  Company  would  be  eliminated,  or a sale of
substantially  all of the Company's  assets, a Participant  shall be entitled to
exercise  immediately  all or any  portion  of the  Shares  to  which  he or she
received an Option,  regardless of the number of years elapsed since the date of
the grant .

VII.     DISSOLUTION OR LIQUIDATION OF THE COMPANY

Upon the dissolution or liquidation of the Company other than in connection with
a  transaction  to which the  preceding  Article VI is  applicable,  all Options
granted hereunder shall terminate and become null and void;  provided,  however,
that if the  rights of a  Participant  under  the  applicable  Options  have not
otherwise   terminated  and  expired,  the  Participant  shall  have  the  right
immediately  prior to such  dissolution  or  liquidation  to exercise any Option
granted hereunder to the extent that the right to purchase Shares thereunder has
become  exercisable  as of the date  immediately  prior to such  dissolution  or
liquidation.

VIII.    TERMINATION OF THE PLAN

The Plan shall terminate  fifteen (15) years from the date of its adoption.  The
Plan  may be  terminated  at an  earlier  date by vote of the  Board;  provided,
however,  that any such earlier termination shall not affect any Options granted
or Option  Agreements  executed prior to the effective date of such termination.
Except  as may  otherwise  by  provided  for  under  Articles  VI and  VII,  and
notwithstanding anything in this Plan to the contrary, any Options granted prior
to the effective date of the Plan's  termination may be exercised,  if otherwise
exercisable  until  ten (10)  years  have  elapsed  from the date the  Option is
granted,  and the  provisions  of the Plan  with  respect  to the full and final
authority of the Committee under the Plan shall continue to control.

IX.      AMENDMENT OF THE PLAN

The Plan may be amended by the Board and such amendment  shall become  effective
upon adoption by the Board; provided,  however, that any amendment to Article II
above or that otherwise requires the approval of the stockholders of the Company
in accordance with the Rule 16b-3 requirements of the Securities Exchange Act of
1934,  as  amended  from  time to time,  shall be  subject  to  approval  of the
stockholders  within  the  requisite  time  period  of such Act,  and  provided,
further,  that the Plan may not be amended more  frequently  than once every six
(6) months,  unless an  amendment  is  necessary  to comply with the Code or the
Employee  Retirement  Income Security Act of 1974, as amended,  and is otherwise
permitted by Rule 16b-3.

X.       INDEMNIFICATION OF COMMITTEE

In  addition  to such  other  rights  of  indemnification  as they  may  have as
directors or members of the  Committee,  the members of the  Committee  shall be
indemnified by the Company against all reasonable expenses, including attorneys'
fees,  actually and  necessarily  incurred in connection with the defense of any
action,  suit or proceeding,  or in connection with any appeal therein, to which
they or any of them  may be a party by  reason  of any  action  taken by them as
members of the  Committee  and against all  amounts  paid by them in  settlement
thereof  (provided  such  settlement  is approved by  independent  legal counsel
selected by the  Company) or paid by them in  satisfaction  of a judgment in any
such action,  suit or  proceeding,  except in relation to matters as to which it
shall be adjudged in such action,  suit or proceeding that the Committee  member
is liable for gross  negligence or willful  misconduct in the performance of his
or her duties.  To receive such  indemnification,  a Committee member must first
offer in writing to the Company the opportunity,  at his own expense,  to defend
any such action, suit or proceeding.
<PAGE>
XI.      RESTRICTIONS

If the Company shall  determine,  in its  discretion,  that the Shares under the
Plan must be  registered  or  qualified  under any  applicable  state or federal
securities  law before they may be offered or sold to the  Participant,  or that
the consent or approval of any  governmental  regulatory  body is  necessary  or
desirable in connection with the issuance of such Shares, such Option may not be
exercised  by the  Participant  unless  the  Shares  have  been  so  registered,
qualified,  or  listed,  or until  such  consent  or  approval  shall  have been
obtained,  free of any  conditions  not  acceptable to the Company.  The Company
shall use  reasonable  efforts to qualify the Shares,  obtain the benefit of any
applicable  exemption  from such  qualification,  or obtain any such  consent or
approval,  provided  that no  Participant  shall have any right to  require  the
company  to  undertake  any  registration  or other  action  which  the  Company
determines, in its sole discretion, to be unduly burdensome.

XII.     SAVINGS CLAUSE

This  Plan  intended  to  comply  in  all  respects  with   applicable  law  and
regulations,  including Rule 16b-3 of the Securities and Exchange Commission. In
case any one or more provisions of this Plan shall be held invalid,  illegal, or
unenforceable in any respect under applicable law and regulation (including Rule
16b-3), the validity,  legality,  and enforceability of the remaining provisions
shall not in any way be affected or impaired  thereby and the invalid,  illegal,
or  unenforceable  provisions  shall be deemed  null and void;  however,  to the
extent  permitted by law, any provision that could be deemed null and void shall
first be construed, interpreted, or revised retroactively to permit this Plan to
be construed in compliance  with all applicable law (including Rule 16b-3) so as
to  foster  the  intent of this  Plan.  Notwithstanding  anything  herein to the
contrary,  no grant of, or Option to purchase,  Shares shall permit unrestricted
ownership of Shares by the Participant for at least six (6) months from the date
of grant or Option to purchase.

XIII.    EFFECTIVE DATE

This Plan shall become effective upon adoption by the Board. The adoption of the
Plan shall be subject to subsequent  approval by the stockholders of the Company
at the next annual meeting of the company's stockholders unless such approval is
not  required by any rules or  regulations  promulgated  by the  Securities  and
Exchange  Commission under Section 16(b) of the Securities Exchange Act of 1934,
as amended from time to time.  Notwithstanding the foregoing,  if the Plan shall
have been approved by the Board prior to such annual  meeting,  Options shall be
granted  to  Eligible  Directors  prior to the date of such  annual  meeting  in
accordance with Article V, subject to such subsequent  stockholder  approval but
such Options shall not become exercisable until such approval is obtained or its
is determined that such approval is not required.

XIV.     GOVERNING LAW

This Plan shall be governed by the laws of the State of Delaware  and  construed
in accordance therewith.

Originally  adopted and effective on the 29th day of October,  1993 by the Board
of  Directors.  Restate and amended  this 14th day of March 2003 by the Board of
Directors.
<PAGE>


                             EXHIBIT 10.2

                           USF CORPORATION
                      LONG-TERM INCENTIVE PLAN

                     RESTATED AS OF MARCH 8, 2001
                       AMENDED AS OF MAY 2, 2003



                         USF CORPORATION
                    LONG-TERM INCENTIVE PLAN


1.       PURPOSE

The USF  Corporation  Long-Term  Incentive Plan is adopted January 24, 1997. The
Plan is designed to attract and retain selected employees of the Company and its
Affiliates, and reward them for making major contributions to the success of the
Company  and  its  Affiliates.  These  objectives  are  accomplished  by  making
long-term  incentive  awards  under  the Plan that will  offer  Participants  an
opportunity to have a greater proprietary interest in, and closer identity with,
the Company and its Affiliates and their financial success.

         The Awards may consist of:
                  (a)      Incentive Options;
                  (b)      Nonstatutory Options;
                  (c)      Restricted Stock;
                  (d)      Rights;
                  (e)      Performance Awards; or
                  (f)      Cash Awards

or any combination of the foregoing, as the Committee may determine.

The Plan is intended to qualify certain  compensation awarded under the Plan for
tax  deductibility  under  Section  162(m)  of the  Code  to the  extent  deemed
appropriate  by the  Committee.  The Plan and the grant of Awards  hereunder are
expressly  conditioned  upon the  Plan's  approval  by the  stockholders  of the
Company.  If such  approval  is not  obtained,  then  this  Plan and all  Awards
hereunder shall be null and void ab initio.

2.       DEFINITIONS

(a)  Affiliate  means any  individual,  corporation,  partnership,  association,
joint-stock company,  trust,  unincorporated  association or other entity (other
than the Company) that, for purposes of Section 422 of the Code, is a subsidiary
of the Company, direct or indirect.

(b) Award  means the grant to any  employee  of any form of  Option,  Restricted
Stock,  Right,  Performance  Award, or Cash Award,  whether  granted singly,  in
combination,  or  in  tandem,  and  pursuant  to  such  terms,  conditions,  and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.

(c) Award  Agreement  means an  agreement  entered  into  between the
Company and a  Participant  under which an Award is granted and which sets forth
the terms, conditions, and limitations applicable to the Award.

(d) Board means the Board of Directors of the Company.

(e) Cash Award means an Award of cash, subject to the requirements of Section 11
and such other restrictions as the Committee deems appropriate or desirable.

(f) Code means the Internal  Revenue Code of 1986, as amended from time to time,
or any successor statute thereto.

(g) Committee  means the committee to which the Board delegates the power to act
under or pursuant to the provisions of the Plan, or the Board if no committee is
selected. If the Board delegates powers to a committee, and if the Company is or
becomes  subject to Section 16 of the  Exchange  Act,  then,  if  necessary  for
compliance  therewith,  such committee shall consist  initially of not less than
two (2)  members of the  Board,  each  member of which  must be a  "non-employee
director,"  within the meaning of the applicable rules  promulgated  pursuant to
the  Exchange  Act. If the Company is or becomes  subject to  Section-16  of the
Exchange Act, no member of the Committee shall receive any Award pursuant to the
Plan or any similar plan of the Company or any  Affiliate  while  serving on the
Committee, unless the Board determines that the grant of such an Award satisfies
the then current Rule-16b-3 requirements under the Exchange Act. Notwithstanding
anything  herein to the  contrary,  and insofar as it is  necessary in order for
compensation  recognized  by  Participants  pursuant  to the  Plan  to be  fully
deductible to the Company for federal  income tax  purposes,  each member of the
Committee  also shall be an "outside  director"  (as defined in  regulations  or
other  guidance  issued by the  Internal  Revenue  Service  under  Code  Section
162(m)).
<PAGE>
(h) Common Stock means the common stock of the Company.

(i) Company means USF Corporation, a Delaware corporation,  and any successor or
assignee  corporation  or  corporations  into which the  Company  may be merged,
changed, or consolidated; any corporation for whose securities the securities of
the  Company  shall  be   exchanged;   and  any  assignee  of  or  successor  to
substantially all of the assets of the Company.

(j) Disability or Disabled means a permanent and total  disability as defined in
Section-22(e)(3) of the Code.

(k) Exchange Act means the Securities Exchange Act of 1934, as amended from time
to time, or any successor statute thereto.

(l) Fair Market Value means, if the Shares are listed on any national securities
exchange,  the closing sales price,  if any, on the largest such exchange on the
valuation date, or, if none, on the most recent trade date immediately  prior to
the  valuation  date  provided  such trade date is no more than thirty (30) days
prior to the  valuation  date.  If the  Shares  are not then  listed on any such
exchange,  the fair market value of such Shares shall be the closing sales price
if such is  reported,  or otherwise  the mean between the closing  "Bid" and the
closing  "Ask"  prices,  if any,  as  reported in the  National  Association  of
Securities Dealers Automated Quotation System ("NASDAQ") for the valuation date,
or if none,  on the most recent trade date  immediately  prior to the  valuation
date  provided  such  trade date is no more than  thirty  (30) days prior to the
valuation date. If the Shares are not then either listed on any such exchange or
quoted in NASDAQ,  or there has been no trade date  within  such thirty (30) day
period, the fair market value shall be the mean between the average of the "Bid"
and the average of the "Ask" prices,  if any, as reported in the National  Daily
Quotation  System for the valuation date, or, if none, for the most recent trade
date immediately prior to the valuation date provided such trade date is no more
than  thirty (30) days prior to the  valuation  date.  If the fair market  value
cannot be determined under the preceding three sentences, it shall be determined
in good faith by the Committee.

(m) Incentive  Option means an Option that,  when granted,  is intended to be an
"incentive stock option," as defined in Section-422 of the Code.

(n) Nonstatutory  Option means an Option that, when granted,  is not intended to
be an "incentive stock option," as defined in Section-422 of the Code.

(o) Normal Retirement means  termination of a Participant's  employment with the
Company or one of its Affiliates after the Participant reaches the age of 65.

(p)  Option  means a  right  or  option  to  purchase  Common  Stock,  including
Restricted Stock if the Committee so determines.

(q)  Participant  means an employee to whom one or more Awards are granted under
the Plan.

(r) Performance  Award means an Award subject to the requirements of Section 10,
and such performance conditions as the Committee deems appropriate or desirable.

(s) Plan means the USF  Corporation  Long-Term  Incentive  Plan, as amended from
time to time.

(t) Restricted Stock means an Award made in Common Stock or denominated in units
of Common Stock and delivered  under the Plan,  subject to the  requirements  of
Section  8, such  other  restrictions  as the  Committee  deems  appropriate  or
desirable, and as awarded in accordance with the terms of the Plan.

(u) Right means a stock  appreciation right delivered under the Plan, subject to
the requirements of Section 9 and as awarded in accordance with the terms of the
Plan.

(v) Shares means the following  shares of the capital stock of the Company as to
which Options or Restricted Stock have been or may be granted under the Plan and
upon  which  Rights  or units of  Restricted  Stock may be  based:  treasury  or
authorized but unissued  Common Stock,  $.01 par value,  of the Company,  or any
shares of capital  stock into which the Shares are changed or for which they are
exchanged within the provisions of Section 17 of the Plan.
<PAGE>
3.       SHARES SUBJECT TO THE PLAN

The  aggregate  number of Shares as to which  Awards may be granted from time to
time shall be 4,400,000  Shares  (subject to adjustment for stock splits,  stock
dividends,  and other adjustments described in Section 17 hereof). The 1,050,000
Shares that became  available under the Plan by Plan amendment  effective May-2,
2003 shall only be  available  for the grant of Awards in the form of Options or
Restricted  Stock,  and only up to 300,000 of such Shares shall be  specifically
available  for grants of  Restricted  Stock.  In  accordance  with Code  Section
162(m), if applicable,  the aggregate number of Shares as to which Awards may be
granted in any one  calendar  year to any one  employee  shall not  exceed  five
hundred thousand (500,000) Shares (subject to adjustment for stock splits, stock
dividends, and other adjustments described in Section 17 hereof).

From time to time, the Committee and  appropriate  officers of the Company shall
take whatever actions are necessary to file required documents with governmental
authorities  and stock  exchanges  so as to make Shares  available  for issuance
pursuant  to the  Plan.  Shares  subject  to  Awards  that  expire  or that  are
forfeited, terminated, unexercised, canceled by agreement of the Company and the
Participant,  settled in cash in lieu of Common Stock or in such manner that all
or some of the Shares covered by such Awards are not issued to a Participant, or
are exchanged for Awards that do not involve  Common  Stock,  shall  immediately
become available for Awards.  Awards payable in cash shall not reduce the number
of Shares available for Awards under the Plan.

Except as otherwise set forth herein, the aggregate number of Shares as to which
Awards may be granted  shall be subject to change only by means of an  amendment
of the Plan duly adopted by the Company and approved by the  stockholders of the
Company  within  one year  before  or  after  the  date of the  adoption  of the
amendment.

4.       ADMINISTRATION OF THE PLAN

The Plan shall be  administered  by the  Committee.  A majority of the Committee
shall  constitute  a quorum  at any  meeting  thereof  (including  by  telephone
conference) and the acts of a majority of the members present,  or acts approved
in writing by a majority of the entire Committee without a meeting, shall be the
acts of the Committee for purposes of this Plan. The Committee may authorize one
or more of its  members  or an officer of the  Company  to execute  and  deliver
documents  on  behalf of the  Committee.  A member  of the  Committee  shall not
exercise any discretion  respecting himself or herself under the Plan. The Board
shall have the authority to remove, replace or fill any vacancy of any member of
the Committee upon notice to the Committee and the affected  member.  Any member
of the Committee may resign upon notice to the Board. The Committee may allocate
among one or more of its members,  or may delegate to one or more of its agents,
such duties and responsibilities as it determines.  Subject to the provisions of
the Plan, the Committee is authorized to:

(a) Interpret the provisions of the Plan and any Award or Award  Agreement,  and
make all rules and  determinations  that it deems  necessary or advisable to the
administration of the Plan;

(b) Determine which employees of the Company or an Affiliate shall be designated
as Participants and which of the employees shall be granted Awards;

(c) Determine  whether an Option to be granted  shall be an Incentive  Option or
Nonstatutory Option;

(d) Determine the number of Shares for which an Option or Restricted Stock shall
be granted;

(e) Determine the number of Rights,  the Cash Award or the Performance  Award to
be granted;

(f) Provide for the acceleration of the right to exercise any Award; and

(g) Specify the terms,  conditions,  and  limitations  upon which  Awards may be
granted;  provided,  however,  that with respect to Incentive Options,  all such
interpretations,  rules, determinations, terms, and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive  Options
as incentive stock options within the meaning of Section-422 of the Code.

The  Committee may delegate to the chief  executive  officer and to other senior
officers of the Company or its  Affiliates its duties under the Plan pursuant to
such conditions or limitations as the Committee may establish,  except that only
the Committee may select,  and grant Awards to,  Participants who are subject to
Section-16 of the Exchange  Act. All  determinations  of the Committee  shall be
made by a majority of its members.  No member of the  Committee  shall be liable
for any action or  determination  made in good faith with respect to the Plan or
any Award.

The  Committee  shall  have the  authority  at any  time to  cancel  Awards  for
reasonable cause and to provide for the conditions and circumstances under which
Awards shall be forfeited.
<PAGE>
Any determination  made by the Committee  pursuant to the provisions of the Plan
shall  be made in its  sole  discretion,  and in the  case of any  determination
relating  to an  Award,  may be made at the time of the  grant of the  Award or,
unless in contravention of any express term of the Plan or an Agreement,  at any
time thereafter.  All decisions made by the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company and
the  Participants.  No  determination  shall be  subject  to de novo  review  if
challenged in court.

5.       ELIGIBILITY FOR PARTICIPATION

Awards may be granted  under this Plan only to  employees  of the Company or its
Affiliates.  The  foregoing  notwithstanding,   each  Participant  receiving  an
Incentive  Option must be an employee of the Company or of an  Affiliate  at the
time the Incentive Option is granted.

The  Committee may at any time and from time to time grant one or more Awards to
one or more employees and may designate the number of Shares, if applicable,  to
be subject to each Award so granted,  provided, however that no Incentive Option
shall be granted after the  expiration of ten (10) years from the earlier of the
date of the  adoption of the Plan by the Company or the  approval of the Plan by
the  stockholders  of the Company,  and provided  further,  that the Fair Market
Value of the Shares  (determined  at the time the Option is granted) as to which
Incentive  Options are exercisable for the first time by any employee during any
single  calendar year (under the Plan and under any other incentive stock option
plan of the  Company  or an  Affiliate)  shall not exceed  Two  Million  Dollars
($2,000,000).  To the extent that the Fair Market  Value of such Shares  exceeds
Two Million Dollars ($2,000,000),  the Shares subject to Option in excess of Two
Million  Dollars  ($2,000,000)  shall,  without further action by the Committee,
automatically be converted to Nonstatutory Options.

Notwithstanding any of the foregoing provisions, the Committee may authorize the
grant of an Award to a person  not then in the  employ  of, or  engaged  by, the
Company or of an Affiliate, conditioned upon such person becoming eligible to be
granted an Award at or prior to the execution of the Award Agreement  evidencing
the actual grant of such Award.

6.       AWARDS UNDER THIS PLAN

As the Committee  may  determine,  the following  types of Awards may be granted
under the Plan on a stand alone, combination, or tandem basis:

(a)      Incentive Option

An Award in the form of an Option  that shall  comply with the  requirements  of
Section422  of  the  Code.  Subject  to  adjustments  in  accordance  with  the
provisions of Section 17, the aggregate  number of Shares that may be subject to
Incentive Options under the Plan shall not exceed Two Million (2,000,000).

(b)      Nonstatutory Option

An Award in the form of an Option  that shall not be intended to comply with the
requirements of Section-422 of the Code.

(c)      Restricted Stock

An Award made to a Participant in Common Stock or denominated in units of Common
Stock,  subject to future service and such other  restrictions and conditions as
may be established by the  Committee,  and as set forth in the Award  Agreement,
including  but not  limited  to  continuous  service  with  the  Company  or its
Affiliates,  achievement of specific business objectives, increases in specified
indices,  attaining growth rates, and other measurements of Company or Affiliate
performance.

(d)      Stock Appreciation Right

An Award in the form of a Right to receive the excess of the Fair  Market  Value
of a Share on the date the Right is  exercised  over the Fair Market  Value of a
Share on the date the Right was granted.

(e)      Performance Awards

An  Award  made to a  Participant  that is  subject  to  performance  conditions
specified by the Committee, including but not limited to continuous service with
the Company or its  Affiliates,  achievement  of specific  business  objectives,
increases in specified  indices,  attaining growth rates, and other measurements
of Company or Affiliate performance.

(f)      Cash Awards

An Award  made to a  Participant  and  denominated  in cash,  with the  eventual
payment subject to future service and such other  restrictions and conditions as
may be established by the Committee, and as set forth in the Award Agreement.

Each Award under the Plan shall be evidenced by an Award Agreement.  Delivery of
an Award Agreement to each Participant shall constitute an agreement between the
Company and the Participant as to the terms and conditions of the Award.
<PAGE>
7.       TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS

Each Option shall be set forth in an Award Agreement, duly executed on behalf of
the Company and by the  Participant  to whom such Option is granted.  Except for
the setting of the Option price under  Section  7(a), no Option shall be granted
and no  purported  grant of any  Option  shall be  effective  until  such  Award
Agreement  shall have been duly  executed  on behalf of the  Company  and by the
Participant.  Each  such  Award  Agreement  shall be  subject  to at  least  the
following terms and conditions:

(a)      Option Price

The purchase  price of the Shares  covered by each Option granted under the Plan
shall be  determined  by the  Committee.  In the case of a grant of an Incentive
Option  (provided the  Participant  owns directly or by reason of the applicable
attribution  rules ten percent (10%) or less of the total combined  voting power
of all classes of share capital of the Company), and in the case of any grant of
a Nonstatutory  Option, the Option price per share of the Shares covered by each
such Option  shall be not less than the Fair  Market  Value of the Shares on the
date of the grant of the Option.  In all cases of Incentive  Options not covered
by the preceding  sentence,  the Option price shall be not less than one hundred
ten percent (110%) of the Fair Market Value on the date of grant.

(b)      Number of Shares

Each Option shall state the number of Shares to which it pertains.

(c)      Term of Option

Each Incentive Option shall terminate not more than ten (10) years from the date
of the grant thereof,  or such earlier time as the Award  Agreement may provide,
and shall be subject to earlier  termination as herein provided,  except that if
the Option price is required  under  Section 7(a) to be at least one hundred ten
percent (110%) of Fair Market Value,  each such Incentive Option shall terminate
not more than five (5) years  from the date of the grant  thereof,  and shall be
subject to earlier termination as herein provided. The Committee shall determine
the time at which a Nonstatutory Option shall terminate; provided, however, that
such termination date shall not be more than ten (10) years from the date of the
grant thereof.

(d)      Date of Exercise

Upon the authorization of the grant of an Option, or at any time thereafter, the
Committee may, subject to the provisions of Section 7(c),  prescribe the date or
dates on which the Option becomes  exercisable,  and may provide that the Option
become  exercisable  in  installments  over a  period  of  years,  or  upon  the
attainment of stated goals.

(e)      Medium of Payment

The Option price shall be payable upon the exercise of the Option,  as set forth
in Section 7(j).  It shall be payable in such form  (permitted by Section 422 of
the Code in the case of Incentive  Options) as the  Committee  shall,  either by
rules promulgated pursuant to the provisions of Section 4 of the Plan, or in the
particular Award Agreement, provide.
<PAGE>
(f)      Termination of Employment

(1) A Participant who ceases to be an employee of the Company or of an Affiliate
for any reason other than death,  Disability,  Normal  Retirement or termination
"for cause," as defined in Section  7(f)(2),  may exercise any Option granted to
such Participant, to the extent that the right to purchase Shares thereunder has
become  exercisable on the date of such  termination,  but only within three (3)
months after such date of  termination,  or, if earlier,  within the  originally
prescribed term of the Option.  A Participant's  employment  shall not be deemed
terminated by reason of a transfer to another employer that is the Company or an
Affiliate.

(2) A Participant who ceases to be an employee of the Company or of an Affiliate
"for cause" shall,  upon such  termination,  cease to have any right to exercise
any  Option.  For  purposes of this Plan,  cause shall mean (A)-a  Participant's
theft or embezzlement,  or attempted theft or embezzlement, of money or property
of the Company or of an Affiliate,  a  Participant's  perpetration  or attempted
perpetration of fraud, or a Participant's  participation in a fraud or attempted
fraud,  on  the  Company  or of an  Affiliate  or a  Participant's  unauthorized
appropriation of, or a Participant's attempt to misappropriate,  any tangible or
intangible assets or property of the Company or of an Affiliate;  (B)-any act or
acts of disloyalty, dishonesty, misconduct, moral turpitude, or any other act or
acts by a Participant injurious to the interest, property, operations,  business
or reputation of the Company or of an Affiliate;  (C)-a Participant's commission
of a felony or any other crime the  commission of which results in injury to the
Company or of an  Affiliate;  or (D)-any  violation  of any  restriction  on the
disclosure or use of confidential  information of the Company or of an Affiliate
or on  competition  with the Company or of an Affiliate or any of its businesses
as then  conducted.  The  determination  of the Committee as to the existence of
cause shall be conclusive  and binding upon the  Participant  and the Company or
the Affiliate.

(3) A  Participant  who is absent  from work with the  Company  or an  Affiliate
because of temporary disability (any disability other than a Disability), or who
is  on  leave  of  absence  for  any  purpose  permitted  by  any  authoritative
interpretation (i.e., regulation,  ruling, case law, etc.) of Section 422 of the
Code, shall not, during the period of any such absence,  be deemed, by virtue of
such absence alone,  to have  terminated  his or her employment or  relationship
with the Company or with an  Affiliate,  except as the  Committee  may otherwise
expressly provide or determine.
<PAGE>
(4) Section 7(f)(1) shall control and fix the rights of a Participant who ceases
to be an employee of the Company or of an  Affiliate  for any reason  other than
Disability,  death,  Normal  Retirement  or  termination  "for  cause,"  and who
subsequently  becomes Disabled or dies. Nothing in Section 7(g) and (h) shall be
applicable in any such case.

(g)      Total and Permanent Disability

A Participant, who ceases to be an employee of the Company or of an Affiliate by
reason of  Disability,  may  exercise  any Option  granted  to such  Participant
(notwithstanding  that the Participant  might not have been able to exercise the
Option  as to some  or all of the  Shares  if the  Participant  had  not  become
Disabled)  within a period of not more than twelve  (12)  months  after the date
that the  Participant  became  Disabled as determined by the  Committee,  or, if
earlier, within the originally prescribed term of the Option.

(h)      Death

In the event that a Participant  to whom an Option has been granted ceases to be
an employee of the Company or of an  Affiliate  by reason of such  Participant's
death,  any  Option  granted  to  such  Participant  (notwithstanding  that  the
Participant might not have been able to exercise the Option as to some or all of
the  Shares  if  the   Participant  had  not  died)  may  be  exercised  by  the
Participant's estate or personal representative within a period of not more than
twelve (12) months after the date of death of such  Participant  or, if earlier,
within the originally prescribed term of the Option.

(i)      Normal Retirement

(i) Except as otherwise  mandated by Code  Section 422, and for Options  granted
after May 2, 2003, a Participant, who ceases to be an employee of the Company or
of an Affiliate by reason of such Participant's Normal Retirement,  may exercise
any Option  (notwithstanding  that the  Participant  might not have been able to
exercise the Option as to some or all of the Shares if the  Participant  had not
terminated his or her employment  because of Normal  Retirement) within a period
of not more  than five (5) years  after  the date of Normal  Retirement,  or, if
earlier, within the originally prescribed term of the Option.

(j)      Exercise of Option and Issuance of Stock

Options shall be exercised by giving written notice to the Company. Such written
notice shall: (1) be signed by the person  exercising the Option,  (2) state the
number of  Shares  with  respect  to which the  Option is being  exercised,  (3)
contain the warranty required by Section 7(n), if applicable,  and (4) specify a
date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor
more than ten (10) days after the date of such  written  notice,  as the date on
which the Shares will be purchased.  Such tender and conveyance shall take place
at the principal  office of the Company during  ordinary  business  hours, or at
such other hour and place  agreed  upon by the Company and the person or persons
exercising the Option.  On the date specified in such written notice (which date
may be extended  by the  Company in order to comply  with any law or  regulation
that  requires the Company to take any action with respect to the Option  Shares
prior to the issuance thereof),  the Company shall accept payment for the Option
Shares in cash, by bank or certified  check, by wire transfer,  or by such other
means as may be approved  by the  Committee  and shall  deliver to the person or
persons exercising the Option in exchange therefor an appropriate certificate or
certificates  for fully  paid  nonassessable  Shares  or  undertake  to  deliver
certificates  within a reasonable period of time. In the event of any failure to
take up and pay for the number of Shares specified in such written notice on the
date set forth therein (or on the extended date as above provided), the right to
exercise the Option shall  terminate with respect to such number of Shares,  but
shall  continue with respect to the remaining  Shares  covered by the Option and
not yet acquired pursuant thereto.

If approved in advance by the Committee,  payment in full or in part also may be
made (1)-by  delivering  Shares already owned by the Participant  having a total
Fair Market Value on the date of such delivery equal to the Option price; (2)-by
the execution and delivery of a note or other evidence of indebtedness  (and any
security agreement thereunder) satisfactory to the Committee; (3)-by authorizing
the Company to retain Shares that  otherwise  would be issuable upon exercise of
the Option having a total Fair Market Value on the date of delivery equal to the
Option  price;  (4)-by  the  delivery  of cash or the  extension  of credit by a
broker-dealer  to whom the  Participant  has  submitted  a notice of exercise or
otherwise  indicated  an intent to exercise an Option (in  accordance  with part
220,  Chapter-II,  Title-12  of the Code of  Federal  Regulations,  a  so-called
"cashless" exercise); or (5)-by any combination of the foregoing.
<PAGE>
(k)      Rights as a Stockholder

No  Participant  to whom an  Option  has been  granted  shall  have  rights as a
stockholder  with respect to any Shares covered by such Option except as to such
Shares as have been  registered in the Company's  share  register in the name of
such  Participant  upon the due  exercise  of the  Option and tender of the full
Option price.

(l)      Assignability and Transferability of Option

Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange Act, if
applicable,  and approved in advance by the  Committee,  an Option  granted to a
Participant   shall  not  be  transferable  by  the  Participant  and  shall  be
exercisable,  during the Participant's lifetime, only by such Participant or, in
the event of the Participant's incapacity, his guardian or legal representative.
Except as  otherwise  permitted  herein,  such  Option  shall  not be  assigned,
pledged,  or  hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution,  attachment,  or similar  process and any
attempted transfer,  assignment,  pledge,  hypothecation or other disposition of
any Option or of any rights  granted  thereunder  contrary to the  provisions of
this Section  7(l),  or the levy of any  attachment  or similar  process upon an
Option or such rights, shall be null and void.

(m)      Other Provisions

The Award Agreement for an Incentive  Option shall contain such  limitations and
restrictions upon the exercise of the Option as shall be necessary in order that
such Option can be an "incentive stock option" within the meaning of Section 422
of the Code.  Further,  the Award Agreements  authorized under the Plan shall be
subject  to such  other  terms and  conditions  including,  without  limitation,
restrictions  upon the  exercise  of the  Option,  as the  Committee  shall deem
advisable and which, in the case of Incentive Options, are not inconsistent with
the requirements of Section-422 of the Code.

(n)      Purchase for Investment

If Shares to be issued upon the particular  exercise of an Option shall not have
been effectively registered under the Securities Act of 1933, as now in force or
hereafter amended,  the Company shall be under no obligation to issue the Shares
covered by such  exercise  unless and until the following  conditions  have been
fulfilled.  The person who  exercises  such Option shall  warrant to the Company
that, at the time of such  exercise,  such person is acquiring his or her Option
Shares for  investment  and not with a view to, or for sale in connection  with,
the distribution of any such Shares, and shall make such other  representations,
warranties,  acknowledgments,  and  affirmations,  if any, as the  Committee may
require.  In such event,  the person acquiring such Shares shall be bound by the
provisions of the following  legend (or similar  legend) which shall be endorsed
upon the  certificate(s)  evidencing his or her Option Shares issued pursuant to
such exercise.

"The shares  represented by this  certificate  have been acquired for investment
and they may not be sold or  otherwise  transferred  by any person,  including a
pledgee,  in the absence of an effective  registration  statement for the shares
under the  Securities Act of 1933 or an opinion of counsel  satisfactory  to the
Company that an exemption from registration is then available."

"The shares of stock  represented by this  certificate are subject to all of the
terms and  conditions  of a  certain  Agreement  dated as of  _________________,
_____,  among  the  Company  and  certain  of its  stockholders.  A copy  of the
Agreement  is on  file  in the  office  of the  Secretary  of the  Company.  The
Agreement provides, among other things, for restrictions upon the holder's right
to transfer  the shares  represented  hereby,  and for certain  prior  rights to
purchase and certain obligations to sell the shares of common stock evidenced by
this  certificate at a designated  purchase price  determined in accordance with
certain  procedures.  Any  attempted  transfer  of these  shares  other  than in
compliance with the Agreement  shall be void and of no effect.  By accepting the
shares of stock evidenced by this certificate,  any permitted  transferee agrees
to be bound by all of the terms and conditions of said Agreement."

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until  completion  of any action or obtaining any consent that the
Company deems necessary under any applicable law (including  without  limitation
state securities or "blue sky" laws).
<PAGE>
(o)      Repricing

The  Committee  may not at any time  reduce  the  exercise  price  of an  Option
previously awarded to any Participant,  whether through amendment,  cancellation
or replacement  grants,  or any other means  (subject to  adjustments  for stock
splits, stock dividends, and other adjustments described in Section 17 hereof).

8.       REQUIRED TERMS AND CONDITIONS OF RESTRICTED STOCK

(a) The Committee may from time to time grant an Award in Shares of Common Stock
or grant an Award denominated in units of Common Stock, for such  consideration,
if any, as the Committee  deems  appropriate  (which amount may be less than the
Fair Market Value of the Common Stock on the date of the Award),  and subject to
such  restrictions and conditions and other terms as the Committee may determine
at the time of the Award (including, but not limited to, continuous service with
the Company or its  Affiliates,  achievement  of specific  business  objectives,
increases in specified  indices,  attaining growth rates, and other measurements
of  Company or  Affiliate  performance),  and  subject  further  to the  general
provisions  of the Plan,  the  applicable  Award  Agreement,  and the  following
specific rules.

(b) If Shares of Restricted  Stock are awarded,  such Shares cannot be assigned,
sold,  transferred,   pledged,  or  hypothecated  prior  to  the  lapse  of  the
restrictions  applicable thereto, and, in no event, prior to six (6) months from
the date of the Award.  The Company shall issue, in the name of the Participant,
stock  certificates  representing the total number of Shares of Restricted Stock
awarded to the Participant,  as soon as may be reasonably  practicable after the
grant of the Award.

(c) Restricted Stock issued to a Participant under the Plan shall be governed by
an Award Agreement that shall specify whether Shares of Common Stock are awarded
to the  Participant,  or whether  the Award shall be one not of Shares of Common
Stock but one denominated in units of Common Stock, any  consideration  required
thereto, and such other provisions as the Committee shall determine.

(d)  Subject  to  the  provisions  of  Section  8(b)  and  (e)  hereof  and  the
restrictions set forth in the related Award Agreement, the Participant receiving
an Award of Shares of Restricted  Stock shall  thereupon be a  stockholder  with
respect to all of the Shares represented by such certificate or certificates and
shall have the rights of a  stockholder  with respect to such Shares,  including
the right to vote such Shares and to receive  dividends and other  distributions
made with respect to such Shares.  All Common Stock received by a Participant as
the result of any dividend on the Shares of Restricted  Stock,  or as the result
of any stock split, stock  distribution,  or combination of the Shares affecting
Restricted Stock,  shall be subject to the restrictions set forth in the related
Award Agreement.

(e)  Restricted  Stock or units of  Restricted  Stock  awarded to a  Participant
pursuant to the Plan will be forfeited,  and any Shares of  Restricted  Stock or
units of Restricted Stock sold to a Participant pursuant to the Plan may, at the
Company's option, be resold to the Company for an amount equal to the price paid
therefor, and in either case, such Restricted Stock or units of Restricted Stock
shall revert to the Company,  if the Company so determines  in  accordance  with
Section  13 or any  other  condition  set  forth  in the  Award  Agreement,  or,
alternatively,   if  the  Participant's  employment  with  the  Company  or  its
Affiliates terminates,  other than for reasons set forth in Section 12, prior to
the  expiration of the  forfeiture or  restriction  provisions  set forth in the
Award Agreement.

(f) The  Committee,  in its  discretion,  shall have the power to accelerate the
date on which the restrictions contained in the Award Agreement shall lapse with
respect to any or all Restricted Stock awarded under the Plan.

(g) The Committee may prescribe such other restrictions,  conditions,  and terms
applicable to Restricted  Stock issued to a Participant  under the Plan that are
neither  inconsistent  with nor  prohibited by the Plan or the Award  Agreement,
including,  without limitation,  terms providing for a lapse of the restrictions
of this Section or any Award Agreement in installments.

(h) Notwithstanding  anything in this Article 8 to the contrary, any restriction
period imposed hereunder shall be for a period of not less than three (3) years,
if such  restriction  is based upon  continuous  service with the Company or its
Affiliates.

9.       REQUIRED TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

If  deemed  by the  Committee  to be in the best  interests  of the  Company,  a
Participant may be granted a Right.  Each Right shall be granted subject to such
restrictions  and conditions and other terms as the Committee may specify in the
Award  Agreement  at the  time the  Right is  granted,  subject  to the  general
provisions of the Plan, and the following specific rules.

(a) Rights may be granted, if at all, either singly, in combination with another
Award,  or in tandem with another  Award.  At the time of grant of a Right,  the
Committee  shall specify the base price of Common Stock to be used in connection
with the  calculation  described in Section  9(b),  provided that the base price
shall not be less than one hundred  percent (100%) of the Fair Market Value of a
Share of Common Stock on the date of grant, unless approved by the Board.
<PAGE>
(b) Upon  exercise of a Right,  which shall be not less than six (6) months from
the  date of the  grant,  the  Participant  shall  be  entitled  to  receive  in
accordance with Section 14, and as soon as  practicable,  the excess of the Fair
Market Value of one Share of Common Stock on the date of exercise  over the base
price  specified  in such  Right,  multiplied  by the number of Shares of Common
Stock then subject to the Right, or the portion thereof being exercised.

(c) Notwithstanding  anything herein to the contrary,  if the Award granted to a
Participant  allows  him or her to  elect to  cancel  all or any  portion  of an
unexercised  Option by exercising an additional or tandem Right, then the Option
price per Share of Common  Stock  shall be used as the base price  specified  in
Section 9(a) to determine  the value of the Right upon such exercise and, in the
event of the exercise of such Right,  the Company's  obligation  with respect to
such Option or portion  thereof  shall be  discharged by payment of the Right so
exercised. In the event of such a cancellation, the number of Shares as to which
such Option was canceled shall become available for use under the Plan, less the
number of Shares,  if any, received by the Participant upon such cancellation in
accordance with Section 14.

(d) A Right may be exercised only by the  Participant  (or, if applicable  under
Section  12, by a legatee or legatees  of such  Right,  or by the  Participant's
executors, personal representatives, or distributees).

10.      PERFORMANCE AWARDS

(a) A  Participant  may be  granted  an Award  that is  subject  to  performance
conditions  specified by the Committee.  The Committee may use business criteria
and other  measures of  performance it deems  appropriate  in  establishing  any
performance conditions  (including,  but not limited to, continuous service with
the Company or its  Affiliates,  achievement  of specific  business  objectives,
increases in specified  indices,  attaining growth rates, and other measurements
of Company or Affiliate performance),  and may exercise its discretion to reduce
or  increase  the  amounts  payable  under  any  Award  subject  to  performance
conditions,  except as otherwise  limited under Section 10(c) and (d), below, in
the case of a Performance Award intended to qualify under Code Section 162(m).

(b) Any  Performance  Award will be  forfeited if the Company so  determines  in
accordance  with  Section  13 or any  other  condition  set  forth in the  Award
Agreement,  or, alternatively,  if the Participant's employment with the Company
or its  Affiliates  terminates,  other than for reasons set forth in Section 12,
prior to the expiration of the time period over which the performance conditions
are to be measured.

(c) If the Committee  determines  that a  Performance  Award to be granted to an
employee should qualify as "performance-based compensation" for purposes of Code
Section 162(m),  the grant and/or  settlement of such Performance Award shall be
contingent upon achievement of preestablished  performance goals and other terms
set forth in Section 10(c).

(1) Performance  Goals  Generally.  The performance  goals for such  Performance
Awards shall  consist of one or more business  criteria and a targeted  level or
levels of  performance  with  respect  to such  criteria,  as  specified  by the
Committee  consistent  with  this  Section  10(c).  Performance  goals  shall be
objective and shall  otherwise  meet the  requirements  of Code Section  162(m),
including the  requirement  that the level or levels of performance  targeted by
the Committee result in the performance goals being  "substantially  uncertain."
The Committee may determine that more than one performance goal must be achieved
as a condition to settlement of such Performance  Awards.  Performance goals may
differ for  Performance  Awards  granted to any one  Participant or to different
Participants.

(2) Business  Criteria.  One or more of the following  business criteria for the
Company, on a consolidated  basis,  and/or for specified  Affiliates or business
units of the Company  (except with respect to the total  stockholder  return and
earnings per share  criteria),  shall be used  exclusively  by the  Committee in
establishing   performance   goals  for  such  Performance   Awards:   (A)-total
stockholder  return;  (B)-such total stockholder return as compared to the total
return (on a comparable  basis) of a publicly  available  index such as, but not
limited to, the Standard-& Poor's 500 or the Nasdaq-U.S.  Index; (C)-net income;
(D)-pre-tax earnings; (E)-EBITDA;  (F)-pre-tax operating earnings after interest
expense and before bonuses,  service fees, and  extraordinary  or special items;
(G)-operating margin;  (H)-earnings per share; (I)-return on equity;  (J)-return
on capital; (K)-return on investment; (L)-operating income, excluding the effect
of charges for acquired  in-process  technology  and before payment of executive
bonuses;  (M)-earnings  per share,  excluding the effect of charges for acquired
in-process  technology  and before  payment of  executive  bonuses;  (N)-working
capital;  and (O)-total  revenues.  The foregoing  business criteria also may be
used in establishing  performance goals for Cash Awards granted under Section 11
hereof.
<PAGE>
(3)  Compensation  Limitation.  No employee may receive a  Performance  Award in
excess of $1 million for any three (3) year period.

(d) Achievement of performance goals in respect of such Performance Awards shall
be measured over such periods as may be specified by the Committee.  Performance
goals shall be established on or before the dates that are required or permitted
for "performance-based compensation" under Code Section 162(m).

(e)  Settlement  of  Performance  Awards  may be in cash  or  Shares,  or  other
property,  in the  discretion  of  the  Committee.  The  Committee  may,  in its
discretion, reduce the amount of a settlement otherwise to be made in connection
with such Performance  Awards,  but may not exercise  discretion to increase any
such amount  payable in respect of a  Performance  Award subject to Code Section
162(m).

11.      REQUIRED TERMS AND CONDITIONS OF CASH AWARDS

(a) The  Committee  may from time to time  authorize  the award of cash payments
under the Plan to Participants,  subject to such restrictions and conditions and
other  terms  as the  Committee  may  determine  at the  time  of  authorization
(including,  but not  limited  to,  continuous  service  with the Company or its
Affiliates,  achievement of specific business objectives, increases in specified
indices,  attaining growth rates, and other measurements of Company or Affiliate
performance),  and subject to the general provisions of the Plan, the applicable
Award Agreement, and the following specific rules.

(b) Any Cash Award will be forfeited if Company so determines in accordance with
Section  13 or any  other  condition  set  forth  in the  Award  Agreement,  or,
alternatively,   if  the  Participant's  employment  with  the  Company  or  its
Affiliates terminates,  other than for reasons set forth in Section 12, prior to
the  attainment  of any goals set forth in the Award  Agreement  or prior to the
expiration of the  forfeiture or  restriction  provisions set forth in the Award
Agreement, whichever is applicable.

(c) The Committee, in its discretion, shall have the power to change the date on
which the restrictions contained in the Award Agreement shall lapse, or the date
on which goals are to be measured, with respect to any Cash Award.

(d) Any Cash Award, if not previously forfeited,  shall be payable in accordance
with Section 14 as soon as practicable after the restrictions lapse or the goals
are attained.

(e) The Committee may prescribe such other restrictions,  conditions,  and terms
applicable to the Cash Awards  issued to a  Participant  under the Plan that are
neither  inconsistent  with nor  prohibited by the Plan or the Award  Agreement,
including,  without limitation, terms providing for a lapse of the restrictions,
or a measurement of the goals, in installments.

12.      TERMINATION OF EMPLOYMENT

Except as may otherwise be (A)-provided  in Section 7 for Options,  (B)-provided
for under the Award Agreement,  or (C)-permitted  pursuant to Sections 12(a) and
(c) (subject to the limitations  under the Code for Incentive  Options),  if the
employment of a Participant terminates, all unexpired,  unpaid,  unexercised, or
deferred Awards shall be canceled immediately.

(a)  Retirement   under  a  Company  or  Affiliate   Retirement   Plan.  When  a
Participant's employment terminates as a result of retirement as defined under a
Company  or  Affiliate  retirement  plan  but  such  retirement  is not a Normal
Retirement  as defined  under the Section 2(o) of the Plan,  the  Committee  may
permit  Awards to continue in effect beyond the date of retirement in accordance
with the applicable Award Agreement,  and/or the  exercisability  and vesting of
any Award may be accelerated.

(b)  Resignation  in the Best  Interests of the Company or an Affiliate.  When a
Participant resigns from the Company or an Affiliate and, in the judgment of the
chief executive officer or other senior officer designated by the Committee, the
acceleration  and/or  continuation  of  outstanding  Awards would be in the best
interests of the Company,  the Committee may (i) authorize,  where  appropriate,
the acceleration  and/or continuation of all or any part of Awards granted prior
to such termination and (ii) permit the exercise,  vesting,  and payment of such
Awards for such period as may be set forth in the  applicable  Award  Agreement,
subject to earlier  cancellation  pursuant  to Section 13 or at such time as the
Committee shall deem the  continuation  of all or any part of the  Participant's
Awards are not in the Company's or its Affiliate's best interests.

(c) Death or Disability of a Participant

(1)  In  the  event  of a  Participant's  death,  the  Participant's  estate  or
beneficiaries  shall have a period up to the earlier of (A)-the  expiration date
specified in the Award Agreement,  or (B)-the  expiration date specified Section
7(h),  within  which to receive or exercise any  outstanding  Awards held by the
Participant  under  such  terms  as may be  specified  in the  applicable  Award
Agreement.  Rights to any such outstanding Awards shall pass by will or the laws
of descent and  distribution in the following  order:  (i) to  beneficiaries  so
designated  by  the  Participant;   (ii)-to  a  legal   representative   of  the
Participant;  or (iii)-to the persons  entitled thereto as determined by a court
of competent jurisdiction.  Awards so passing shall be made at such times and in
such manner as if the Participant were living.
<PAGE>
(2) In the event a Participant is determined by the Company to be Disabled,  and
subject to the limitations of Section 7(g),  Awards may be paid to, or exercised
by, the Participant,  if legally competent,  or by a legally designated guardian
or other  representative if the Participant is legally  incompetent by virtue of
such Disability.

(3) After the death or  Disability  of a  Participant,  the Committee may in its
sole  discretion at any time  (A)-terminate  restrictions  in Award  Agreements;
(B)-accelerate  any or all  installments  and rights;  and/or  (C)-instruct  the
Company  to pay the  total  of any  accelerated  payments  in a lump  sum to the
Participant,   the  Participant's   estate,   beneficiaries  or  representative,
notwithstanding  that, in the absence of such  termination  of  restrictions  or
acceleration  of  payments,  any or all of the  payments  due under  the  Awards
ultimately might have become payable to other beneficiaries.

13.      CANCELLATION AND RESCISSION OF AWARDS

Unless the Award  Agreement  specifies  otherwise,  the Committee may cancel any
unexpired,   unpaid,  unexercised,  or  deferred  Awards  at  any  time  if  the
Participant  is not in compliance  with the  applicable  provisions of the Award
Agreement, the Plan, or with the following conditions:

(a) A Participant shall not breach any protective agreement entered into between
him or her and  the  Company  or any  Affiliates,  or  render  services  for any
organization  or engage  directly or  indirectly in any business  which,  in the
judgment of the chief  executive  officer of the Company or other senior officer
designated by the  Committee,  is or becomes  competitive  with the Company,  or
which   organization  or  business,   or  the  rendering  of  services  to  such
organization or business,  is or becomes otherwise prejudicial to or in conflict
with the  interests of the  Company.  For a  Participant  whose  employment  has
terminated,  the judgment of the chief executive officer shall be based on terms
of the protective agreement, if applicable, or on the Participant's position and
responsibilities   while  employed  by  the  Company  or  its  Affiliates,   the
Participant's  post-employment  responsibilities  and  position  with the  other
organization or business, the extent of past, current, and potential competition
or conflict between the Company and other  organization or business,  the effect
of the Participant's  assuming the post-employment  position on the Company's or
its Affiliate's customers, suppliers, investors, and competitors, and such other
considerations   as  are  deemed   relevant  given  the  applicable   facts  and
circumstances.  A  Participant  may,  however,  purchase  as  an  investment  or
otherwise,  stock or other securities of any organization or business so long as
they   are   listed   upon  a   recognized   securities   exchange   or   traded
over-the-counter,   and  such   investment  does  not  represent  a  substantial
investment to the Participant or a greater than one percent (1%) equity interest
in the organization or business.

(b) A  Participant  shall not,  without  prior  written  authorization  from the
Company,  disclose to anyone  outside the Company or its  Affiliates,  or use in
other than the Company's or Affiliate's business,  any confidential  information
or materials relating to the business of the Company or its Affiliates, acquired
by the  Participant  either during or after  employment  with the Company or its
Affiliates.

(c) A Participant  shall disclose  promptly and assign to the Company all right,
title,  and  interest  in any  invention  or idea,  patentable  or not,  made or
conceived by the Participant during employment with the Company or an Affiliate,
relating  in any  manner to the actual or  anticipated  business,  research,  or
development  work of the  Company  or its  Affiliates,  and  shall  do  anything
reasonably necessary to enable the Company or its Affiliates to secure a patent,
trademark,  copyright,  or other  protectable  interest where appropriate in the
United States and in foreign countries.

Upon exercise,  payment, or delivery pursuant to an Award, the Participant shall
certify on a form  acceptable to the  Committee  that he or she is in compliance
with the terms and  conditions  of the Plan,  including  the  provisions of this
Sections  13(a),  (b) or (c).  Failure  to comply  with the  provisions  of this
Sections  13(a),  (b) or (c) prior to, or during the one (1) year period  after,
any  exercise,  payment,  or  delivery  pursuant  to an Award  shall  cause such
exercise,  payment,  or delivery to be  rescinded.  The Company shall notify the
Participant  in writing of any such  rescission  within two (2) years after such
exercise,  payment,  or delivery.  Within ten (10) days after  receiving  such a
notice from the Company,  the Participant shall pay to the Company the amount of
any gain  realized or payment  received as a result of the  rescinded  exercise,
payment, or delivery pursuant to the Award. Such payment shall be made either in
cash or by  returning  to the Company the number of Shares of Common  Stock that
the Participant received in connection with the rescinded exercise,  payment, or
delivery.
<PAGE>
14.      PAYMENT OF RESTRICTED STOCK, RIGHTS, PERFORMANCE AWARDS AND CASH AWARDS

Payment of Restricted Stock,  Rights,  Performance Awards and Cash Awards may be
made,  as the Committee  shall  specify,  in the form of cash,  Shares of Common
Stock, or combinations  thereof;  provided,  however, that a fractional Share of
Common  Stock  shall  be paid in cash  equal  to the  Fair  Market  Value of the
fractional Share of Common Stock at the time of payment.

15.      WITHHOLDING

Except as otherwise provided by the Committee,

(a) The Company shall have the power and right to deduct or withhold, or require
a Participant to remit to the Company,  an amount sufficient to satisfy federal,
state, and local taxes required by law to be withheld with respect to any grant,
exercise, or payment made under or as a result of this Plan; and

(b) In the  case  of  payments  of  Awards,  or upon  any  other  taxable  event
hereunder,  a Participant  may elect,  subject to the approval in advance by the
Committee, to satisfy the withholding requirement,  if any, in whole or in part,
by having the Company  withhold  Shares of Common Stock that would  otherwise be
transferred to the  Participant  having a Fair Market Value, on the date the tax
is to be determined,  equal to the minimum marginal tax that could be imposed on
the  transaction.  All  elections  shall be made in  writing  and  signed by the
Participant.

16.      SAVINGS CLAUSE

This  Plan is  intended  to  comply  in all  respects  with  applicable  law and
regulations,  including, (A)-with respect to those Participants who are officers
or directors for purposes of  Section-16 of the Exchange Act,  Rule-16b-3 of the
Securities  and Exchange  Commission,  if  applicable,  and (B)-with  respect to
executive  officers,  Code Section 162(m). In case any one or more provisions of
this Plan shall be held invalid,  illegal, or unenforceable in any respect under
applicable law and regulation  (including  Rule-16b-3 and Code Section  162(m)),
the validity, legality, and enforceability of the remaining provisions shall not
in any way be  affected  or  impaired  thereby  and  the  invalid,  illegal,  or
unenforceable  provision shall be deemed null and void;  however,  to the extent
permitted by law, any  provision  that could be deemed null and void shall first
be construed,  interpreted,  or revised  retroactively to permit this Plan to be
construed in compliance  with all applicable law (including  Rule-16b-3 and Code
Section  162(m))  so as to  foster  the  intent  of this  Plan.  Notwithstanding
anything herein to the contrary,  with respect to Participants  who are officers
and directors for purposes of Section-16 of the Exchange Act, if applicable, and
if required to comply with rules promulgated thereunder,  no grant of, or Option
to  purchase,  Shares  shall  permit  unrestricted  ownership  of  Shares by the
Participant for at least six (6) months from the date of grant or Option, unless
the Board determines that the grant of, or Option to purchase,  Shares otherwise
satisfies the then current Rule 16b-3 requirements.

17.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

In the event that the  outstanding  Shares of the Company  are  changed  into or
exchanged  for a different  number or kind of shares or other  securities of the
Company  or of  another  corporation  by reason of any  reorganization,  merger,
consolidation,  recapitalization,  reclassification,  change in par value, stock
split-up,  combination of shares or dividends  payable in capital stock,  or the
like,  appropriate  adjustments to prevent dilution or enlargement of the Awards
granted to, or available for,  Participants shall be made in the manner and kind
of Shares for the purchase of which Awards may be granted  under the Plan,  and,
in  addition,  appropriate  adjustment  shall be made in the  number and kind of
Shares and in the Option price per share  subject to  outstanding  Options.  The
foregoing  notwithstanding,  no such  adjustment  shall be made in an  Incentive
Option  which shall,  within the meaning of Section 424 of the Code,  constitute
such a  modification,  extension,  or  renewal of an Option as to cause it to be
considered as the grant of a new Option.

Notwithstanding  anything  herein to the contrary,  the Company may, in its sole
discretion, accelerate the timing of the exercise provisions of any Award in the
event of a tender  offer for the  Company's  Shares,  the  adoption of a plan of
merger or  consolidation  under  which a majority  of the Shares of the  Company
would be eliminated,  or a sale of all or any portion of the Company's assets or
capital stock.  Alternatively,  the Company may, in its sole discretion,  cancel
any or all Awards upon any of the  foregoing  events and provide for the payment
to  Participants  in cash of an amount equal to the value or appreciated  value,
whichever  is  applicable,  of the  Award,  as  determined  in good faith by the
Committee, at the close of business on the date of such event. The preceding two
sentences of this Section 17  notwithstanding,  the Company shall be required to
accelerate  the timing of the exercise  provisions  of any Award if (i)-any such
business combination is to be accounted for as a pooling-of-interests  under APB
Opinion-16  and  (ii)-the  timing of such  acceleration  does not  prevent  such
pooling-of-interests treatment.
<PAGE>
Upon a business  combination  by the Company or any of its  Affiliates  with any
corporation  or  other  entity  through  the  adoption  of a plan of  merger  or
consolidation   or  a  share   exchange  or  through  the  purchase  of  all  or
substantially  all of the capital stock or assets of such other  corporation  or
entity,  the Board or the Committee may, in its sole  discretion,  grant Options
pursuant  hereto  to all or any  persons  who,  on the  effective  date  of such
transaction,  hold  outstanding  options to  purchase  securities  of such other
corporation  or  entity  and  who,  on and  after  the  effective  date  of such
transaction,  will become  employees or directors of, or consultants or advisors
to,  the  Company  or its  Affiliates.  The  number  of Shares  subject  to such
substitute  Options  shall be  determined  in  accordance  with the terms of the
transaction by which the business  combination is effected.  Notwithstanding the
other provisions of this Plan, the other terms of such substitute  Options shall
be  substantially  the same as or  economically  equivalent  to the terms of the
options for which such Options are  substituted,  all as determined by the Board
or by the  Committee,  as the case may be. Upon the grant of substitute  Options
pursuant hereto, the options to purchase securities of such other corporation or
entity for which such Options are substituted shall be cancelled immediately.

18.      DISSOLUTION OR LIQUIDATION OF THE COMPANY

Upon the dissolution or liquidation of the Company other than in connection with
a transaction  to which Section 17 is applicable,  all Awards granted  hereunder
shall terminate and become null and void; provided,  however, that if the rights
of a Participant  under the applicable  Award have not otherwise  terminated and
expired,  the  Participant  may, if the Committee,  in its sole  discretion,  so
permits,  have the right immediately prior to such dissolution or liquidation to
exercise any Award granted hereunder to the extent that the right thereunder has
become  exercisable  as of the date  immediately  prior to such  dissolution  or
liquidation.

19.      TERMINATION OF THE PLAN

The Plan shall terminate (10) years from the earlier of the date of its adoption
by the Board or the date of its  approval by the  stockholders.  The Plan may be
terminated  at an  earlier  date  by  vote  of the  stockholders  or the  Board;
provided,  however, that any such earlier termination shall not affect any Award
Agreements   executed  prior  to  the  effective   date  of  such   termination.
Notwithstanding anything in this Plan to the contrary, any Options granted prior
to the  effective  date of the Plan's  termination  may be  exercised  until the
earlier of (A) the date set forth in the Award Agreement,  or (B) in the case of
an Incentive Option, ten (10) years from the date the Option is granted; and the
provisions  of the Plan  with  respect  to the full and final  authority  of the
Committee under the Plan shall continue to control.

20.      AMENDMENT OF THE PLAN

The Plan may be amended by the Board and such amendment  shall become  effective
upon  adoption by the Board;  provided,  however,  that any  amendment  that (A)
increases the numbers of Shares that may be granted under this Plan,  other than
as  provided by Section  17,  (B)-materially  modifies  the  requirements  as to
eligibility to participate in the Plan, (C)-materially increases the benefits to
Participants,  (D)-extends  the period  during  which  Incentive  Options may be
granted or exercised,  or (E)-changes  the designation of the class of employees
eligible to receive Incentive Options, or otherwise causes the Incentive Options
to no longer  qualify as "incentive  stock options" as defined in Section 422 of
the Code,  also shall be  subject to the  approval  of the  stockholders  of the
Company  within one (1) year either  before or after such adoption by the Board,
subject to the requirements of Section 16 of the Plan.

21.      EMPLOYMENT RELATIONSHIP

Nothing herein  contained shall be deemed to prevent the Company or an Affiliate
from  terminating the employment of a Participant,  nor to prevent a Participant
from terminating the Participant's employment with the Company or an Affiliate.

22.      INDEMNIFICATION OF COMMITTEE

In  addition  to such  other  rights  of  indemnification  as they  may  have as
directors or as members of the Committee,  the members of the Committee shall be
indemnified by the Company against all reasonable expenses, including attorneys'
fees,  actually and  reasonably  incurred in connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal therein, to which
they or any of them  may be a party by  reason  of any  action  taken by them as
directors  or members of the  Committee  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by the Board) or paid
by them in  satisfaction  of a judgment in any such action,  suit or proceeding,
except in relation  to matters as to which it shall be adjudged in such  action,
suit or  proceeding  that the director or  Committee  member is liable for gross
negligence or willful  misconduct in the  performance  of his or her duties.  To
receive such indemnification, a director or Committee member must first offer in
writing to the Company the opportunity,  at its own expense,  to defend any such
action, suit or proceeding.
<PAGE>
23.      UNFUNDED PLAN

Insofar as it provides  for payments in cash in  accordance  with Section 14, or
otherwise,  the Plan shall be  unfunded.  Although  bookkeeping  accounts may be
established with respect to Participants who are entitled to cash, Common Stock,
or rights  thereto under the Plan,  any such accounts  shall be used merely as a
bookkeeping  convenience.  The Company  shall not be required to  segregate  any
assets that may at any time be  represented  by cash,  Common  Stock,  or rights
thereto, nor shall the Plan be construed as providing for such segregation,  nor
shall the Company,  the Board, or the Committee be deemed to be a trustee of any
cash,  Common  Stock,  or rights  thereto  to be  granted  under  the Plan.  Any
liability  of the Company to any  Participant  with  respect to a grant of cash,
Common  Stock,  or rights  thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and any Award Agreement;
no such obligation of the Company shall be deemed to be secured by any pledge or
other  encumbrance  on any property of the Company.  Neither the Company nor the
Board nor the  Committee  shall be required to give any security or bond for the
performance of any obligation that may be created by the Plan.

24.      MITIGATION OF EXCISE TAX

If any payment or right  accruing to a Participant  under this Plan (without the
application of this Section 24), either alone or together with other payments or
rights  accruing  to the  Participant  from the Company or an  Affiliate,  would
constitute  a  "parachute  payment"  (as defined in Section 280G of the Code and
regulations  thereunder),  such payment or right shall be reduced to the largest
amount or greatest right that will result in no portion of the amount payable or
right  accruing under the Plan being subject to an excise tax under Section 4999
of the Code or being  disallowed as a deduction under  Section-280G of the Code.
The  determination of whether any reduction in the rights or payments under this
Plan is to apply shall be made by the Company.  The Participant  shall cooperate
in good faith with the Company in making such  determination  and  providing any
necessary information for this purpose.

25.      EFFECTIVE DATE

This Plan shall become  effective upon adoption by the Board,  provided that the
Plan is approved by the  stockholders  of the Company before or at the Company's
next annual meeting,  but in no event shall stockholder  approval be sought more
than one (1) year after such adoption by the Board.

26.      GOVERNING LAW

This Plan shall be governed by the laws of the State of Illinois  and  construed
in accordance therewith.  Amended as of May 2, 2003 and restated this 8th day of
March, 2001.

<PAGE>


                        EXHIBIT 10.3




                         BY-LAWS
                            OF
                     USF CORPORATION

                AS ADOPTED ON MAY 2, 2003


                          BY-LAWS
                            of
                      USF Corporation

                   Dated October 16, 2002
                     Amended May 2, 2003

                        ARTICLE I

                         Offices

SECTION 1.1 Offices. USF Corporation (the "Corporation") may have offices either
within  or  without  the  State  of  Delaware.  The  registered  office  of  the
Corporation  and the name of the registered  agent of the  Corporation are as is
set forth in the Restated Certificate of Incorporation of the Corporation, or as
may subsequently be or have been changed by resolution of the Board of Directors
(the "Board").
                      ARTICLE II

                Meetings of Stockholders

SECTION 2.1.  Annual  Meetings.

An annual meeting of the  stockholders  of the  Corporation  for the election of
directors and for the  transaction  of such other  business as may properly come
before the meeting  shall be held on such date and at such time as the Board may
from time to time  determine,  or, if not so designated,  then at 10:00 a.m., on
the third Tuesday in April in each year if not a legal holiday,  and, if a legal
holiday,  at the same hour on the next succeeding work day, and at such place as
shall be designated by the Board in the notice thereof.
At any annual meeting of stockholders,  only such business shall be conducted as
shall have been brought  before the annual meeting (i) by or at the direction of
the chairman of the meeting or (ii) by any  stockholder  who  complies  with the
procedures set forth in this Section 2.1.

For business  properly to be brought  before an annual meeting by a stockholder,
the stockholder  must have given timely notice thereof in proper written form to
the Secretary of the Corporation.  To be timely, a stockholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less  than 30 days nor more  than 60 days  prior to the  annual
meeting; provided,  however, that in the event that less than 40 days' notice or
prior public  disclosure  of the date of the annual  meeting is given or made to
stockholders,  notice by the stockholder to be timely must be received not later
than the  close of  business  on the 10th day  following  the day on which  such
notice of the date of the annual  meeting was mailed or such  public  disclosure
was made. To be in proper written form, a stockholder's  notice to the Secretary
shall set forth in writing as to each matter the  stockholder  proposes to bring
before the annual meeting: (i) a brief description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting;  (ii) the  name  and  address,  as they  appear  on the
Corporation's books, of the stockholder proposing such business; (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
stockholder; and (iv) any material interest of the stockholder in such business.
Notwithstanding  anything in the By-laws to the contrary,  no business  shall be
conducted at any annual  meeting  except in accordance  with the  procedures set
forth in this Section 2.1.

SECTION 2.2 Special Meetings.

A special meeting of the  stockholders for any purpose or purposes may be called
at any time by the Board,  or by any  committee of the Board which has been duly
designated by the Board and whose powers and authority, as expressly provided in
a resolution  of the Board,  include the power to call such  meetings,  and such
meeting  shall  be held on such  date  and at such  place  and  hour as shall be
designated  in the notice  thereof.  Only such  business as is  specified in the
notice of any  special  meeting  of the  stockholders  shall  come  before  such
meeting.
<PAGE>
SECTION 2.3. Notice of Meetings.

Notice of each meeting of the  stockholders  shall be given not less than 10 nor
more than 60 days before the date of the meeting to each  stockholder  of record
entitled to notice of, or to vote at, such meeting by  delivering a  typewritten
or printed notice thereof to such  stockholder  personally or by depositing such
notice in the United States mail, postage prepaid,  directed to such stockholder
at such person's  address as it appears on the stock record of the  Corporation.
Every such notice  shall state the place,  date and hour of the meeting  and, in
the case of a special meeting is called.  Notice of the time,  place and purpose
of any meeting of stockholders may be waived in writing,  either before or after
such meeting,  and will be waived by any stockholder by such person's attendance
thereat, in person or by proxy (unless such stockholder protests, prior to or at
the commencement of the meeting, the lack of proper notice to such stockholder).
Any stockholder waiving notice of a meeting shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof had been given.

SECTION 2.4. Adjournments.

Any meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other  place,  and notice need not be given of any
such  adjourned  meeting  if the time and place  thereof  are  announced  at the
meeting  at which  the  adjournment  is  taken.  At the  adjourned  meeting  the
Corporation  may transact any business  which might have been  transacted at the
original  meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.

SECTION 2.5. Quorum and Manner of Acting.

The presence in person or by proxy of stockholders  holding of record a majority
of the shares of stock of the Corporation  entitled to be voted shall constitute
a quorum for the transaction of business at any meeting of the stockholders.  In
the absence of a quorum at any such meeting or any  adjournment or  adjournments
thereof,  a majority in voting  interest of those  present in person or by proxy
and entitled to vote, or, in the absence therefrom of all the stockholders,  any
officer  entitled to preside at, or to act as secretary  of, such  meeting,  may
adjourn  such  meeting  from time to time in the manner  provided in Section 2.4
until  stockholders  holding the amount of stock requisite for a quorum shall be
present  in person or by proxy.  The  absence  from any  meeting in person or by
proxy of  stockholders  holding the number of shares of stock of the Corporation
required for action upon any given  matter  which may  properly  come before the
meeting  if  there  shall  be  present  there  at,  in  person  or by  proxy  of
stockholders  holding the number of shares of stock of the Corporation  required
for action  upon any given  matter  shall be  present  there at, in person or by
proxy,  stockholders  holding  the number of shares of stock of the  Corporation
required in respect of such other  matter.  The  stockholders  present at a duly
called or  convened  meeting,  at which a quorum is  present,  may  continue  to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

SECTION 2.6. Organization of Meetings.

At each meeting of the stockholders,  one of the following shall act as chairman
of the meeting and preside there at, in the following order of precedence:

(a) the Chairman of the Board, or, if such person is not present or if no person
holds such office, any officer or director of the Corporation  designated by the
Board; or

(b) any  officer or  director  of the  Corporation  designated  by a majority in
voting interest of the  stockholders  present in person or by proxy and entitled
to vote there at. The person whom the  chairman of the  meeting  shall  appoint,
shall act as secretary of the meeting and keep the minutes thereof.

SECTION 2.7. Order of Business.

The order of business at each meeting of the stockholders shall be determined by
the  chairman of the  meeting,  but such order of  business  may be changed by a
majority  in  voting  interest  of those  present  in person or by proxy at such
meeting and  entitled to vote there at. The  chairman of the meeting  shall have
the right and  authority to prescribe  such acts and things as are  necessary or
desirable for the proper conduct of the meeting, including,  without limitation,
the  establishment  of  procedures  for the  maintenance  of order  and  safety,
limitations  on the time allotted to questions or comments on the affairs of the
Corporation, restrictions on entry to such meeting after the time prescribed for
the commencement thereof, and the opening and closing of the voting polls.

The chairman of any meeting shall,  if the facts warrant,  determine and declare
to such meeting that business was not properly brought before the annual meeting
in  accordance  with the  provisions  of Sections 2.1 or 2.2 hereof and, if such
person should so determine,  such person shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
<PAGE>
SECTION 2.8. Voting.

Each stockholder shall, at each meeting of the stockholders,  be entitled to one
vote in person or by proxy for each share of stock of the Corporation  which has
voting  power on the matter in question  held by such person and  registered  in
such person's name on the stock record of the Corporation:

(a) on the date fixed  pursuant to the provisions of Section 8.6 of Article VIII
of these By-laws as the record date for the  determination  of stockholders  who
shall be entitled to receive notice of and to vote at such meeting; or

(b) if no record date shall have been so fixed, then at the close of business on
the day next preceding the day on which notice of the meeting shall be given or,
if notice of the  meeting  shall be waived,  at the close of business on the day
next preceding the day on which the meeting shall be held, or, if no record date
for determining  stockholders entitled to express consent to corporate action in
writing  without a meeting  shall  have been  fixed,  the day on which the first
written consent is expressed.

Shares of its own stock belonging to the Corporation or to another  corporation,
if a majority of the shares  entitled to vote in the  election of  directors  of
such other  corporation  is held,  directly or indirectly,  by the  Corporation,
shall neither be entitled to vote nor be counted for quorum  purposes.  Any vote
of stock of the Corporation  may be given at any meeting of the  stockholders by
the  person  entitled  to vote the same in person or by proxy (who need not be a
stockholder) appointed by an instrument in writing delivered to secretary of the
meeting;  provided,  however,  that no proxy  shall be voted or acted upon after
three years from its date unless such proxy  provides for a longer  period.  The
attendance  at any meeting of a  stockholder  who may  theretofore  have given a
proxy shall not have the effect of revoking the same unless such person shall in
writing so notify the  secretary  of the  meeting  prior to voting of the proxy.
Shares  standing  in  the  names  of two or  more  persons  shall  be  voted  or
represented  in  accordance  with  the  determination  of the  majority  of such
persons,  or, if only one of such persons is present in person or represented by
proxy,  such  person  shall have the right to vote such  shares and such  shares
shall be deemed to be represented  for the purpose of  determining a quorum.  At
all meetings of stockholders a plurality of the votes cast shall be necessary to
elect the directors.  All other proposals,  unless otherwise provided by law, or
the  Certificate  of  Incorporation,  must  receive a majority of the votes that
could be cast by the  holders of all shares of stock that are  present in person
or  represented  by proxy and that are  entitled  to vote  upon such  proposals.
Unless otherwise required by law or directed by the chairman of the meeting, the
vote at any meeting of the  stockholders  on any question need not be by ballot.
On a vote by ballot,  each ballot shall be signed by the stockholder  voting, or
by such  person's  proxy if there be such  proxy,  and shall state the number of
shares voted.
<PAGE>
SECTION 2.9. Consent in Lieu of Meeting.

Anything herein to the contrary notwithstanding, any action required to be taken
at any annual or special  meeting of  stockholders  of the  Corporation,  or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken at any annual or special  meeting  of such  stockholders  or may be
taken without a meeting, without prior notice and without a vote if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate action without a meeting by stockholders who have not consented in
writing and any  certificate  filed with respect to such matter shall state that
such written notice has been given.

SECTION 2.10. List of Stockholders.

It shall be the duty of the officer of the  Corporation who shall have charge of
the stock ledger of record,  either  directly or through  another officer of the
Corporation or agent thereof, to prepare and make, at least 10 days before every
meeting of the  stockholders,  a complete list of the  stockholders  entitled to
vote there at, arranged in alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting,  during ordinary business hours for a period of at least
10 days prior to the  meeting,  either at the place  where the  meeting is to be
held or at such other  place  within  the city where the  meeting is to be held,
which place shall be  specified  in the notice of the  meeting.  Such list shall
also be produced and kept at the time and place of the meeting  during the whole
time thereof and may be inspected by any stockholder  who is present.  The stock
record  shall be the only  evidence as to who are the  stockholders  entitled to
examine the stock record,  such list or the books of the  Corporation or to vote
in person or by proxy at any meeting of the stockholders.

SECTION 2.11. Inspectors.

Either the Board or, in the absence of a designation of inspectors by the Board,
the chairman of the meeting may, in its or such person's discretion, appoint two
or more  inspectors,  who need not be  stockholders,  who shall receive and take
charge  of  ballots  and  proxies  and  decide  all  questions  relating  to the
qualification  of those  asserting the right to vote and the validity of ballots
and  proxies.  In the event of the failure or refusal to serve of any  inspector
designated by the Board,  the chairman of the meeting shall appoint an inspector
to act in place of each such inspector  designated by the Board.  In the absence
of a designation of inspectors by the Board and the chairman of the meeting, the
secretary of the meeting  shall  perform the duties which would  otherwise  have
been performed by the inspectors.

                           ARTICLE III

                       Board of Directors


SECTION 3.1. General Powers.

The property, business, affairs and policies of the Corporation shall be managed
by or under the direction of the Board.

SECTION 3.2. Number and Term of Office.

The  Board  shall  consist  of not less  than  three  nor more  than  twenty-one
directors.  The exact number of directors  shall be determined from time to time
by a resolution or resolutions  adopted by the affirmative vote of a majority of
the total number of directors which the corporation  would have if there were no
vacancies  (the  "entire  Board").  The  directors  shall be divided  into three
classes. Each class shall consist, as nearly as may be possible, of one-third of
the total number of directors  constituting  the entire Board. If the classes of
directors are not equal in number,  the Board shall  determine which class shall
contain an unequal number of directors.

Upon,  or  as  soon  as  practicable  following,  the  filing  of  the  Restated
Certificate of Incorporation,  the first class of directors shall be elected for
a term to expire at the annual meeting next ensuing,  the second class until the
second  annual  meeting  thereafter,  and the third class until the third annual
meeting   thereafter.   At  each  succeeding  annual  meeting  of  stockholders,
successors to the class of directors  whose term expires at that annual  meeting
shall be elected for a three-year term. If the number of directors is changed in
accordance with the terms of the Certificate of  Incorporation  and this Section
3.2, any increase or decrease  shall be  apportioned  among the classes so as to
maintain  the number of  directors in each class as nearly equal as possible and
any additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining  term of that  class,  but in no case will a decrease in the number of
directors  shorten the term of any  incumbent  director.  A director  shall hold
office  until the annual  meeting for the year in which his or her term  expires
and until his or her  successor  shall be elected  and shall  qualify,  subject,
however, to the director's prior death, resignation, disqualification or removal
from office.
<PAGE>
SECTION 3.3 Nomination and Election of Directors.

Nominations  of  persons  for  election  to the Board may be made at any  annual
meeting  of  stockholders  by or  at  the  direction  of  the  Board  or by  any
stockholder of the Corporation entitled to vote for the election of directors at
the  meeting  who was a  stockholder  of  record at the time of giving of notice
provided for in this Section 3.3 and who complies with the notice procedures set
forth in this Section 3.3. Any such  nomination by a  stockholder  shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.  To be
timely notice for an annual meeting,  a stockholder's  notice shall be delivered
to and received by the  Secretary of the  Corporation  not less than 60 days nor
more than 90 days prior to the first  anniversary of the preceding year's annual
meeting;  provided  that,  in the event that the date of the  annual  meeting is
advanced  by more  than  30 days or  delayed  by  more  than 60 days  from  such
anniversary  date,  notice by the  stockholder to be timely must be so delivered
and received not earlier than the 90th day prior to such annual  meeting and not
later  than the  close of  business  on the  later of the 60th day prior to such
annual meeting and the 10th day following the day on which a public announcement
of the date of such  meeting  is first  made.  Notwithstanding  anything  in the
foregoing sentence to the contrary, in the event that the number of directors to
be elected to the Board is increased and there is no public  announcement naming
all of the nominees for director or specifying  the size of the increased  Board
made by the  Corporation at least 70 days prior to the first  anniversary of the
preceding year's annual meeting, a stockholder's notice required by this Section
3.3 shall also be considered  timely,  but only with respect to nominees for any
new  positions  created  by such  increase,  if it  shall  be  delivered  to the
Secretary  of  the  Corporation  at  the  principal   executive  office  of  the
Corporation  not later than the close of business on the 10th day  following the
day on which such public announcement is first made by the Corporation.

Nominations  of  persons  for  election  to the  Board  may be made at a special
meeting of  stockholders  at which  directors are to be elected  pursuant to the
Corporation's  notice of meeting (i) by or at the direction of the Board or (ii)
by any stockholder of the Corporation who is a stockholder of record at the time
of giving of notice  provided  for in this Section 3.3, who shall be entitled to
vote at the meeting and who  complies  with the notice  procedures  set forth in
this  Section  3.3.  In the event the  Corporation  calls a special  meeting  of
stockholders for the purpose of electing one or more directors to the Board, any
such  stockholder  may  nominate  a person or  persons  (as the case may be) for
election  to such  position(s)  as  specified  in the  Corporation's  notice  of
meeting,  if the stockholder's  notice shall be delivered to and received by the
secretary  of  the  Corporation  at  the  principal  executive  offices  of  the
Corporation  not earlier than the 90th day prior to such special meeting and not
later  than the  close of  business  on the  later of the 60th day prior to such
special  meeting  and  the  10th  day  following  the  day  on  which  a  public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board to be elected at such meeting.

Any stockholder's  notice delivered pursuant to this Section 3.3 shall set forth
in writing (i) as to each person whom the  stockholder  proposes to nominate for
election or re-election as a director (A) the name,  age,  business  address and
residence address of such person, (B) the principal  occupation or employment of
such  person,  (C) the  number of shares of stock of the  Corporation  which are
beneficially  owned by such person,  and (D) any other  information  relating to
such person that is required to be disclosed in connection with the solicitation
of proxies for election of  directors,  or as otherwise  required,  in each case
pursuant  to  Regulation  14A under  the  Securities  Exchange  Act of 1934 (the
"Exchange Act") (including, without limitation, such person's written consent to
being  named in proxy  statement  as a nominee  and to serving as a director  if
elected),  and  any  other  applicable  laws  or  rules  or  regulations  of any
governmental  authority or of any national  securities  exchange or similar body
overseeing any trading market on which shares of the Corporation are traded; and
(ii) as to the stockholder  giving the notice and the beneficial  owner, if any,
on  whose  behalf  the  nomination  is made (A) the  name  and  address  of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (B) the class and number of shares of the Corporation  which are owned
beneficially and of record by such stockholder and such beneficial owner.

At the request of the Board, any person nominated by the Board for election as a
director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the  nominee.  No person  shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.3. The chairman of the meeting shall, if the facts warrant,  determine
and declare to the meeting that a nomination was not made in accordance with the
procedures  prescribed  by  these  By-Laws  and  in  that  event  the  defective
nomination  shall be disregarded.  In addition to the provisions of this Section
3.3, a stockholder  shall also comply with all  applicable  requirements  of the
Exchange Act and the rules and regulations thereunder,  and any other applicable
laws or  rules or  regulations  of an  governmental  authority  or any  national
securities  exchange or similar  body  overseeing  any  trading  market on which
shares of the  Corporation  are  traded,  with  respect to the matters set forth
herein.

At each meeting of the  stockholders  for the election of directors,  provided a
quorum is present,  the directors  nominated in accordance with this Section 3.3
for  election  at such  meeting  shall be  elected by a  plurality  of the votes
validly  cast  in such  election.  Directors  need  not be  stockholders  of the
Corporation or residents of the State of Delaware.
<PAGE>
SECTION 3.4 Meetings.

(a)  Regular  Meetings.Regular  meetings of the Board or any  committee  thereof
shall be held as the Board or such  committee  thereof  shall  from time to time
determine.  If any day fixed for a regular  meeting  shall be a legal holiday at
the  place  where  the  meeting  is to be held,  then the  meeting  which  would
otherwise  be held on that day  shall be  postponed  until  the next  succeeding
business day.

(b) Notice of  Meetings.  Special  meetings  of the Board,  at which any and all
business may be transacted, shall be held whenever called by the Chief Executive
Officer, the President, the Chairman of the Board or a majority of the Board.

(c) Notice of  Meetings.  No notice of regular  meetings  of the Board or of any
committee  thereof or of any  adjourned  meeting  thereof need be given.  Notice
shall be given to each  special  meeting  of the Board or  adjournment  thereof,
including  the time and place  thereof.  Notice of each  such  meeting  shall be
mailed to each director,  addressed to such person at such person's residence or
usual place of business,  at least two days before the day on which such meeting
is to be held,  or  shall be sent to such  person  at such  place by  facsimile,
telegraph,  cable,  wireless  or other  form of  recorded  communication,  or be
delivered  personally  or by telephone  not later than the day before the day on
which such  meeting is to be held,  but notice need not be given to any director
who shall  attend  meeting.  A written  waiver of  notice,  signed by the person
entitled  thereto,  whether  before  or  after  the time of the  meeting  stated
therein,  shall be deemed equivalent to notice. The purposes of a meeting of the
Board or any committee thereof need not be specified in the notice thereof.

(d) Time and Place of Meetings.  Regular  meetings of the Board or any committee
thereof  shall be held at such time or times and place or places as the Board or
such  committee  may from time to time  determine.  Each special  meeting of the
Board  or any  committee  thereof  shall be held at such  time and  place as the
caller or callers thereof may determine. In the absence of such a determination,
each regular  meeting or special  meeting of the Board or any committee  thereof
shall be held at such time and place as shall be  designated  in the  notices or
waivers of notice thereof.

(e) Quorum and Manner of Acting.  A majority of the directors then in office and
a majority  of the  members of any  committee  shall be present in person at any
meeting  thereof in order to constitute a quorum for the transaction of business
at such meeting and the vote of a majority of the directors  present at any such
meeting at which a quorum is present  shall be necessary  for the passage of any
resolution  or for an act to be the act of the Board or such  committee.  In the
absence of a quorum,  a majority of the  directors  present  thereat may adjourn
such meeting from time to time until a quorum shall be present  there at. Notice
of any adjourned meeting need not be given.

(f) Organization of Meetings.  At each meeting of the Board, the Chairman of the
Board or, if such person is not present or if no person holds such  office,  any
director  chosen by a majority of the  directors  present  there at shall act as
chairman of the meeting and preside thereat. The person whom the chairman of the
meeting  shall  appoint  shall act as  secretary  of such  meeting  and keep the
minutes  thereof.  The order of business  at each  meeting of the Board shall be
determined by the chairman of such meeting.

(g)   Consent   in  Lieu  of   Meetings.   Anything   herein  to  the   contrary
notwithstanding,  any action required or permitted to be taken at any meeting of
the Board or any committee thereof may be taken without a meeting if all members
of the Board or such committee, as the case may be, consent thereto in a writing
or  writings  and such  writing or  writings  are filed with the  minutes of the
proceedings of the Board or such committee.

(h)  Action by  Communications  Equipment.The  directors  may  participate  in a
meeting of the Board or any committee  thereof by means of conference  telephone
or similar communications  equipment by means of which all persons participating
in the  meeting  can hear each  other and such  participation  shall  constitute
presence in person at such meeting.

SECTION 3.5. Compensation.

Each  director who is not also a salaried  employee of the Company or any of its
affiliates,  in consideration of he or she serving as such, shall be entitled to
receive from the Corporation  such amount per annum and such fees for attendance
at meetings of the Board or of any  committee,  or both, as the Board shall from
to time determine.  The Board may provide that the  Corporation  shall reimburse
each director or member of a committee, including any director who is a salaried
employee of the Company or any of its affiliates,  for any expenses  incurred by
such person on account of such person's attendance at any such meeting.
<PAGE>
SECTION 3.6. Resignation, Removal and Vacancies.

Any director may resign at any time by giving  written  notice of such  person's
resignation  to the Board.  Any such  resignation  shall take effect at the time
specified  therein or, if the time when it shall become  effective  shall not be
specified  therein,  when  accepted  by the  Board.  Except  as  aforesaid,  the
acceptance of such resignation shall not be necessary to make it effective.

Any  director  may be removed at any time for cause by vote of the  holders of a
majority in voting  interest  of shares then  entitled to vote at an election of
directors.  The vacancy in the Board caused by any such removal may be filled by
the  stockholders  at such meeting or as provided in the next paragraph of these
By-laws.

In the case of any  vacancy  on the  Board or in the case of any  newly  created
directorship,  a director to fill the vacancy or the newly created  directorship
for the unexpired  portion of the term being filled may be elected by a majority
of the directors of the Corporation  then in office,  though less than a quorum,
or by a sole remaining director. The director elected to fill such vacancy shall
hold office for the unexpired term in respect of which such vacancy occurred and
until such person's  successor  shall be elected and shall qualify or until such
person's earlier death or resignation or removal in the manner herein provided.

                                ARTICLE IV

                                Committees


SECTION 4.1. Number, Appointment, Term of Office. etc.

The Board, by resolution or resolutions  passed by a majority of the Board,  may
designate  one or more  committees,  each  committee  to  consist of one or more
directors then in office.  Each member of any such  committee  shall continue as
such only so long as such  person  remains a director  and may be removed at any
time,  with or without  cause,  by a majority  of the Board.  Any vacancy on any
committee may be filled at any time by the vote of a majority of the Board.

In the absence or in case of the  disqualification of a member or members of any
such  committee,  the  member  or  members  of such  committee  present  and not
disqualified  from  voting at a meeting of such  committee,  whether or not such
person or they constitute a quorum,  may  unanimously  appoint another member of
the Board to act at such meeting in place of any absent or disqualified member.


SECTION 4.2. Functions and Powers

Each  committee  shall have such  functions  and powers as the Board  shall deem
advisable  and,  subject  to  any  limitations  or  restrictions  which  may  be
prescribed by resolution of the Board, if an Executive  Committee is designated,
it shall have and may exercise all the powers and  authority of the Board in the
management of the property,  business,  affairs and policies of the Corporation,
including  the power and  authority to declare  dividends  and to authorize  the
issuance  of  stock  of the  Corporation,  and  may  authorize  the  seal of the
Corporation to be affixed to all papers which may require it; provided, however,
that no committee  shall have the power of authority to:  approve  amendments to
the Certificate of  Incorporation  of the  Corporation  (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock  adopted by the board as provided in Section  151(a)
of the Delaware  General  Corporation  Law, fix the  designations and any of the
preferences  or rights of such  shares or fix the number of shares of any series
of stock or  authorize  the  increase or decrease of the shares of any  series);
adopt agreements of merger or  consolidation;  recommend to the stockholders the
sale, lease or exchange of all or  substantially  all the property and assets of
the   Corporation;   recommend  to  the  stockholders  the  dissolution  of  the
Corporation or the revocation of such a dissolution; or amend these By-laws.

SECTION 4.3. Rules.

Subject to the provisions of these By-laws, each committee by resolution adopted
by a majority of all the members thereof shall fix its rules of procedure.
<PAGE>
                           ARTICLE V

                           Officers

SECTION 5.1. Election and Appointment and Term of Office.

The Corporation  shall have such officers with such titles as shall be stated in
a  resolution  of the  Board,  and with such  duties  as shall be given  them as
hereinafter  provided  or as may  otherwise  be  specifically  given them by the
Board,  but such officers  shall include at least (a) a Chairman of the Board or
one or more  Vice-Chairmen  of the  Board  or a  Chief  Executive  Officer  or a
President,  or any or all  the  foregoing,  and (b) a  Secretary  or one or more
Assistant Secretaries or a Treasurer or one or more Assistant Treasurers, or any
or all of the foregoing.  One of such officers shall have the duty to record the
proceedings of the meetings of  stockholders  and directors in a book to be kept
for that  purpose.  Any number of offices may be held by the same person  except
that at least one  person who holds an office  referred  to in clause (a) of the
second preceding sentence shall not be the same as at least one person who holds
any office referred to in clause (b) of the second preceding sentence.

SECTION 5.2. Resignation, Removal and Vacancies.

Any officer  may resign at any time by giving  written  notice of such  person's
resignation  to the Board.  Any such  resignation  shall take effect at the time
specified  therein or, if the time when it shall become  effective  shall not be
specified  therein  when  accepted  by  the  Board.  Except  as  aforesaid,  the
acceptance of such resignation shall not be necessary to make it effective.

Any officer, agent or employee elected or appointed by the Board may be removed,
with or without cause, at any time by the Board. Any agent or employee appointed
by an  officer  may be  removed,  with or  without  cause,  at any  time by such
officer.

A vacancy in any office may be filled for the  unexpired  portion of the term in
the same manner as provided in these By-laws for election or appointment to such
office.

SECTION 5.3. Duties and Functions.

If any of the  following  offices is created and a person  appointed  or elected
thereto, and unless the Board otherwise provides, such offices and persons shall
have the following duties and functions:

(a)  Chairman.  If a Chairman of the Board is appointed or elected,  such person
shall be a member of the Board,  shall  preside at  meetings of the Board and of
the  stockholders  at which such person  shall be present,  shall  perform  such
duties as are  incident to the office of the  Chairman  of the Board,  and shall
perform such other duties as may from time to time be prescribed by the Board.

(b)  Vice-Chairman.  If any  Vice-Chairman  or  Vice-Chairmen  of the  Board are
appointed  or elected,  they shall be members of the Board,  shall  perform such
duties as are  incident  to the office of the  Vice-Chairman  of the Board,  and
shall  perform such other duties as may from time to time be  prescribed  by the
Board.

(c)  Chairman  of the  Executive  Committee.  If a  Chairman  of  the  Executive
Committee is  appointed or elected,  such person shall be a member of the Board,
shall  preside at  meetings of the  Executive  Committee,  shall when  requested
consult with and advise the other officers of the Corporation, and shall perform
such  other  duties  as may be  agreed  upon  with  them or as the  Board or the
Executive Committee may from time to time determine.

(d) Chief  Executive  Officer.  If a Chief  Executive  Officer is  appointed  or
elected,  such person shall,  subject to the control of the Board,  have general
charge and management of the property,  business and affairs of the  Corporation
and shall have the direction  of, and may assign  duties to, all other  officers
(other than the Chairman and any  Vice-Chairman,  if either or both is appointed
or elected), agents and employees.

(e)  President.  If a President is appointed or elected,  such person shall have
such powers and duties as shall be prescribed by the Chief Executive Officer, if
one is appointed or elected,  or the Board.  The  President  shall report to the
Chief Executive Officer.

(f) Chief  Operating  Officer.  If any Chief  Operating  Officer is appointed or
elected, such person shall have such powers and duties as shall be prescribed by
the Chief Executive Officer or the President,  if either or both is appointed or
elected, or the Board.
<PAGE>
(g) Chief  Financial  Officer.  If any Chief  Financial  Officer is appointed or
elected,  such person shall  perform all the powers and duties of the offices of
the chief financial  officer and chief  accounting  officer and in general shall
have overall  supervision of the financial  operations of the  Corporation.  The
Chief  Financial  Officer  shall also  perform  such  other  duties as the Chief
Executive Officer, the President or the Board may from time to time determine.

(h) Vice  Presidents.  If any Vice President or Vice Presidents are appointed or
elected,  they shall have such powers and duties as shall be  prescribed  by the
Chief  Executive  Officer or the  President,  if either or both is  appointed or
elected,  or the Board.  Vice  Presidents for this purpose shall include Senior,
Executive, Assistant and all other categories or types of Vice Presidents.

(i) Secretary.  If a Secretary is appointed or elected, such person shall attend
and keep the records of all meetings of the stockholders and the Board in one or
more books kept for that purpose,  shall give or cause to be given due notice of
all  meetings in  accordance  with these  By-laws and as required by law,  shall
notify the several  officers of the Corporation of all action taken by the Board
concerning  matters  relating  to their  duties,  shall  transmit  to the proper
officers  copies of all contracts and  resolutions  approved by the Board or any
committees of the Board,  shall be custodian of the seal of the  Corporation and
of all contracts,  deeds,  documents and other corporate papers, records (except
accounting  records) and indicia of title to properties owned by the Corporation
as shall  not be  committed  to the  custody  of  another  officer  by the Chief
Executive  Officer or the President,  if either or both is appointed or elected,
or the Board,  shall affix or cause to be affixed the seal of the Corporation to
instruments  requiring  the same when the same have been signed on behalf of the
corporation by a duly authorized officer,  shall perform all duties and have all
powers incident to the office of Secretary,  and shall perform such other duties
as shall be  assigned  to such  person by the  Chief  Executive  Officer  or the
President,  if either or both is appointed or elected, or the Board. One or more
Assistant  Secretaries  may be appointed or elected,  who shall  perform all the
duties and have all the powers of the  Secretary in the absence of or in case of
a failure to appoint or elect or when so delegated by the Secretary,  and as the
Chief  Executive  Officer or the  President,  if either or both is  appointed or
elected, or the Board may direct.

(j) Treasurer. If a Treasurer is appointed or elected, such person shall perform
the duties incident to the office of Treasurer and such other duties as shall be
assigned  to such person by the Chief  Executive  Officer or the  President,  if
either or both is  appointed  or elected,  or the Board.  One or more  Assistant
Treasurers may be appointed or elected who shall perform all the duties and have
all the powers of the  Treasurer  in the absence of, or in the case of a failure
to appoint or elect,  or when so  delegated by the  Treasurer,  and as the Chief
Executive  Officer or the President,  if either or both is appointed or elected,
or the Board may direct.

(k)  Controller.  If a Controller  is  appointed  or elected,  such person shall
perform  all the  duties  incident  to the office of  Controller  and such other
duties as may be assigned to such person by the Chief  Executive  Officer or the
President, if either or both is appointed or elected., or the Board. One or more
Assistant  Controllers  may be  appointed  or elected who shall  perform all the
duties and have all the powers of the  Controller  in the  absence of, or in the
case of a failure to appoint or elect,  or when so delegated by, the Controller,
and as the  Chief  Executive  Officer  or the  President,  if  either of both is
appointed or elected, or the Board may direct.

                                   ARTICLE VI

                     Waiver of Notices; Place of Meetings

SECTION 6.1. Waiver of Notices.

Anything herein to the contrary notwithstanding,  whenever notice is required to
be given to any  director  or member of a  committee  or  stockholder,  a waiver
thereof in writing, signed by the person entitled to such notice shall be deemed
equivalent to notice,  whether given before or after the time specified  therein
and, in the case of a waiver of notice of a meeting,  whether or not such waiver
specifies  the  purpose  of  or  business  to be  transacted  at  such  meeting.
Attendance of a person at a meeting shall  constitute a waiver of notice of such
meeting,  except where the person attends the meeting for the express purpose of
objecting,  at the beginning of the meeting,  to the transaction of any business
because the meeting is not lawfully called or convened, and does so object.

SECTION 6.2. Place of Meetings.

Any meeting of the  stockholders,  the Board or any committee may be held within
or without the State of Delaware.
<PAGE>

                             ARTICLE VII

   Execution and Delivery of Documents; Deposits; Proxies; Books and Records


SECTION 7.1. Execution and Delivery of Documents; Delegation.

The Board shall designate the officers,  employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts,  mortgages, bonds,
debentures,  checks,  drafts and other orders for the payment of money and other
documents  for  and in the  name  of the  Corporation  and  may  authorize  such
officers,  employees and agents to delegate such power  (including  authority to
redelegate) by written instrument to other officers,  employees or agents of the
Corporation. Such delegation may be by resolution or otherwise and the authority
granted shall be general or confined to specific  matters,  all as the Board may
determine.  In the absence of such designation referred to in the first sentence
of such  designation  referred  to in the first  sentence of this  Section,  the
officers of the Corporation  shall have such power so referred to, to the extent
incident to the normal performance of their duties.

SECTION 7.2. Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the  credit  of the  Corporation  or  otherwise  as the  Board or any
officer  of the  Corporation  to whom  power in that  respect  shall  have  been
delegated by the Board shall select.

SECTION  7.3.  Proxies  in  Respect  of  Stock  or  Other  Securities  of  Other
Corporations.

Unless  otherwise  provided by the Board,  any officer of the Corporation  shall
have the  authority  from  time to time to  appoint  an agent or  agents  of the
Corporation to exercise in the name and on behalf of the  Corporation the powers
and  rights  which  the  Corporation  may have as the  holder  of stock or other
securities in any other corporation, to vote or consent in respect of such stock
or  securities  and to execute or cause to be executed in the name and on behalf
of the  Corporation  and under its  corporate  seal or  otherwise,  such written
proxies,  powers  of  attorney  or other  instruments  as such  person  may deem
necessary or proper in order that the  Corporation  may exercise such powers and
rights.  Such officer may instruct any person or persons  appointed as aforesaid
as to the manner of exercising such powers and rights.

SECTION 7.4. Books and Records.

The books and records of the  Corporation  may be kept at such places  within or
without the State of Delaware as the proper officers of the Corporation may from
time to time determine.



                         ARTICLE VIII

       Certificates; Stock Record; Transfer and Registration; New
                     Certificates; Record Date, etc.

SECTION 8.1. Certificates for Stock.

Every holder of stock of the Corporation shall be entitled to have a certificate
certifying  the number of shares  owned by such  person in the  Corporation  and
designating  the  class of  stock  to which  such  shares  belong,  which  shall
otherwise be in such form as the Board shall  prescribe.  Each such  certificate
shall be signed  by,  or in the name of the  Corporation  by,  the  Chairman,  a
Vice-Chairman, the Chief Executive Officer, the President or a Vice President of
the Corporation and by the Treasurer,  an Assistant Treasurer,  the Secretary or
an Assistant Secretary of the Corporation.  Any of or all such signatures may be
facsimiles.  In case any  authorized  officer who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer  or  authorized  agent  before  such  certificate  is  issued,   it  may
nevertheless be issued by the Corporation with the same effect as if such person
were such officer or authorized  agent on the date of issue.  Every  certificate
surrendered to the  Corporation for exchange or transfer shall be canceled and a
new certificate or certificates shall not be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled,  except
in cases provided for in Section 8.4 of this Article.

SECTION 8.2. Stock Record.

A stock  record  in one or more  counterparts  shall  be kept of the name of the
person, firm or corporation owning the stock represented by each certificate for
stock of the Corporation  issued,  the number of shares represented by each such
certificate,  the date of issue  thereof and, in the case of  cancellation,  the
date of  cancellation.  The  person in whose name  shares of stock  stand on the
stock  record of the  Corporation  shall be deemed  the  owner  thereof  for all
purposes as regards the Corporation.
<PAGE>
SECTION 8.3. Transfer and Registration of Stock

(a) Transfer.  The transfer of stock and  certificates  of stock which represent
the stock of the  corporation  shall be  governed  by Article 8 of Subtitle I of
Title 6 of the Delaware Code.

(b)  Registration.  Registration of transfers of shares of the Corporation shall
be made only on the books of the  Corporation by the registered  holder thereof,
or by such  person's  attorney  thereunto  authorized  by power of attorney duly
executed and filed with an officer of the  Corporation,  and on the surrender of
the certificate or certificates for such shares properly endorsed or accompanied
by a stock power duly executed.

SECTION 8.4. New Certificates

(a) Lost, Stolen or Destroyed  Certificates.  Where a stock certificate has been
lost,  apparently  destroyed or  wrongfully  taken,  the issuance of a new stock
certificate or the claims based on such certificate shall be governed by Article
8 of Subtitle I of Title 6 of the Delaware Code.

(b) Mutilated  Certifica tes. Where the holder of any  certificate  for stock of
the Corporation  notifies the Corporation of the mutilation of such  certificate
within a  reasonable  time after such  person has notice of it, the  Corporation
will  issue  a  new  certificate  for  stock  in  exchange  for  such  mutilated
certificate theretofore issued by it.

(c) Bond.  The Board  may,  in its  discretion,  require  the owner of the lost,
stolen,  destroyed or mutilated  certificate  to give the  Corporation a bond in
such sum,  limited or  unlimited,  in such form and with such surety or sureties
sufficed to indemnify the Corporation against any claim that may be made against
it on  account  of the  loss,  theft,  destruction  or  mutilation  of any  such
certificate or the issuance of any such new certificate.

SECTION 8.5. Regulations.

The  Board  may make  such  rules  and  regulations  as it may  deem  expedient,
concerning the issue, transfer and registration of certificates for stock of the
Corporation.

SECTION 8.6. Fixing Date for Determination of Stockholders of Record.

In order that the Corporation may determine the stockholders  entitled to notice
of or to vote at any meeting of stockholders or any adjournment  thereof,  or to
express consent to corporate action in writing without a meeting, or entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other  lawful  action,  the Board
may fix, in  advance,  a record  date,  which shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to any
other action.  If no record date is fixed:  (1) the record date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given  or,  if  notice  is  waived,  at the  close of  business  on the day next
preceding  the day on  which  the  meeting  is  held;  (2) the  record  date for
determining  stockholders  entitled to express  consent to  corporate  action in
writing without a meeting, when no prior action by the Board is necessary, shall
be the day on which the first written consent is expressed;  (3) the record date
for  determining  stockholders  for any other  purpose  shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. A
determination  of stockholders  entitled to notice of or to vote at a meeting of
the  stockholders  shall  apply to any  adjournment  of the  meeting;  provided,
however, that the Board may fix a new record date for the adjourned meeting.


                      ARTICLE IX

                        Seal

SECTION 9.1. Seal.

The  Corporate  seal  shall  consist  of a die  bearing  the  full  name  of the
Corporation in the outer circle and the legend "Corporate Seal 1991 Delaware" in
the inner circle.  This seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

                      ARTICLE X

                     Fiscal Year

SECTION 10.1 Fiscal Year.

The fiscal year of the Corporation shall end on the Saturday closest to December
31 in each year, or such other date as the Board determines.
<PAGE>

                      ARTICLE XI

                     Amendments

SECTION 11.1. Amendments.

These  By-laws may be amended,  altered or repealed by the vote of a majority of
the  Board,  subject to the power of the  holders  of 66 2/3 of the  outstanding
stock of the Corporation entitled to vote in respect thereof by their vote given
at an annual meeting or at any special meeting,  to amend,  alter, or repeal any
By-law made by the Board.

                    ARTICLE XII

                 Subject to Law

SECTION 12.1. Subject to Law.

All  provisions of these By-Laws are subject to  requirements  of applicable law
and the Certificate of Incorporation of the Corporation.

                    ARTICLE XIII

                  Indemnification

SECTION 13.1.  Power to Indemnify in Actions,  Suits or  Proceedings  Other Than
Those by or in the Right of the Corporation.

Subject to Section 13.3 of this Article XIII, the  Corporation  shall  indemnify
and hold harmless, to the fullest extent permitted by applicable law, any person
who is or was a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed  to the  best  interests  of the  Corporation,  or with  respect  to any
criminal action or proceeding,  that such person had reasonable cause to believe
that such person's conduct was unlawful.

SECTION 13.2.  Power to Indemnify in Actions,  Suits or Proceedings by or in the
Right of the Corporation.

Subject to Section 13.3 of this Article XIII, the  Corporation  shall  indemnify
and hold harmless, to the fullest extent permitted by applicable law, any person
who is or was a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  Corporation  to
produce  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director  or officer of the  Corporation,  or is or was a director or officer of
the  Corporation  serving  at the  request  of the  Corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  employee  benefit plan or other enterprise  against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or  settlement of such action or suit if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Corporation;  except that no indemnification shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that, despite the adjudication of liability, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.
<PAGE>
SECTION 13.3. Authorization of Indemnification.

Any indemnification under this Article XIII (unless ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the  circumstances  because he has met the  applicable  standard of
conduct set forth in Section 13.1 or Section 13.2 of this Article  XIII,  as the
case may be.  Such  determination  shall be made (i) by the Board by a  majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (ii) by a committee of such  directors  designated by a
majority vote of such directors even though less than a quorum, or (iii) if such
a  quorum  is  not  obtainable,  or,  even  if  it is  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iv) by the stockholders.  To the extent,  however, that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  therewith,  without the necessity of  authorization  in the specific
case.

SECTION 13.4. Good Faith Defined.

For purposes of any  determination  under  Section 13.3 of this Article  XIII, a
person  shall be deemed to have acted in good faith and in a manner  such person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  or, with respect to any criminal action or proceeding, to have had
no  reasonable  cause to believe such  person's  conduct was  unlawful,  if such
person's  action is based on the records or books of account of the  Corporation
or another enterprise, or on information supplied to such person by the officers
of the  Corporation or another  enterprise in the course of their duties,  or on
the advice of legal  counsel for the  Corporation  or another  enterprise  or on
information  or records  given or  reports  made to the  Corporation  or another
enterprise by an independent  certified public  accountant or by an appraiser or
the  expert  selected  with  reasonable  care  by  the  Corporation  or  another
enterprise.  The term  "another  enterprise"  as used in this Section 13.4 shall
mean any other corporation or any partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise  of which such person is or was serving at the
request of the  Corporation  as a  director,  officer,  employee  or agent.  The
provisions  of this Section 13.4 shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable  standard  of  conduct  set  forth in  Sections  13.1 or 13.2 of this
Article XIII, as the case may be.

SECTION 13.5 Indemnification by a Court.

Notwithstanding  any contrary  determination  in the specific case under Section
13.3 of this Article XIII, and  notwithstanding the absence of any determination
thereunder,  any director,  officer, employee or agent may apply to any court of
competent  jurisdiction  in the State of  Delaware  for  indemnification  to the
extent otherwise  permissible under Sections 13.1 and 13.2 of this Article XIII.
The basis of such  indemnification  by a court shall be a determination  by such
court that indemnification of the director, officer, employee or agent is proper
in the  circumstances  because such person has met the  applicable  standards of
conduct set forth in Sections 13.1 or 13.2 of this Article XIII, as the case may
be. Neither a contrary  determination in the specific case under Section 13.3 of
this Article  XIII nor the absence of any  determination  thereunder  shall be a
defense to such application or create a presumption that the director,  officer,
employee or agent seeking indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification  pursuant to this Section
13.5  shall  be given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director, officer, employee
or agent seeking  indemnification shall also be entitled to be paid the expenses
of prosecuting such application.

SECTION 13.6. Expenses Payable in Advance.

Expenses  incurred  by a director or officer in  defending  or  investigating  a
threatened or pending action,  suit or proceeding may be paid by the Corporation
in advance of the final  disposition  of such action,  suit or  proceeding  upon
receipt of an undertaking by or on behalf of such director, officer, employee or
agent to repay such amount if it shall ultimately be determined that such person
is not entitled to be  indemnified  by the  Corporation  as  authorized  in this
Article XIII.
<PAGE>
SECTION 13.7. Nonexclusivity of Indemnification and Advancement of Expenses. The

indemnification  and advancement of expenses  provided by or granted pursuant to
this  Article  XIII shall not be deemed  exclusive  of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any By-Law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the  direction  (howsoever  embodied)  of any court of  competent
jurisdiction or otherwise,  both as to action in their official  capacity and as
to action in another capacity while holding such office,  it being the policy of
the Corporation that  indemnification  of the persons specified in Sections 13.1
and 13.2 of this Article XIII shall be made to the fullest  extent  permitted by
law.  The  provisions  of this  Article XIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Section 13.1 or 13.2 of
this  Article  XIII but whom the  Corporation  has the  power or  obligation  to
indemnify  under the  provisions  of the Delaware  General  Corporation  Law, or
otherwise.

SECTION 13.8. Insurance.

The Corporation may purchase and maintain  insurance on behalf of any person who
is or was a director,  officer,  employee or agent of the Corporation,  or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of another corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise  against any liability  asserted  against such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power or
the  obligation  to  indemnify  such person  against  such  liability  under the
Delaware General Corporation Law or the provisions of this Article XIII.
<PAGE>
SECTION 13.9. Certain Definitions.

For purposes of this Article XIII references to "the Corporation" shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent)  absorbed in a consolidation  or merger which,
if its separate  existence had continued,  would have had power and authority to
indemnify its directors,  officers,  employees or agents, so that any person who
is  or  was  a  director,   officer,  employee  or  agent  of  such  constituent
corporation, or is or was serving at the request of such constituent corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article XIII with respect to the
resulting  or  surviving  corporation  as such person would have with respect to
such  constituent  corporation  if its separate  existence  had  continued.  For
purposes of this Article  XIII,  references  to "fines" shall include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes duties on, or involved services by, such director,  officer, employee or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to the best interests of the Corporation" as referred to in this Article
XIII.

SECTION 13.10. Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant
to, this  Article XIII shall,  unless  otherwise  provided  when  authorized  or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

SECTION 13.11. Limitation on Indemnification.

Notwithstanding anything contained in this Article XIII to the contrary,  except
for proceedings to enforce rights to indemnification (which shall be governed by
Section 13.5 hereof),  the  Corporation  shall not be obligated to indemnify any
director,  officer,  employee or agent in connection  with a proceeding (or part
thereof)  initiated by such person unless such  proceeding (or part thereof) was
authorized or consented to by the Board.

                           ARTICLE XIV

                       Interested Directors

SECTION 14.1. Interested Directors; Quorum.

No  contract  or  transaction  between  the  Corporation  and one or more of its
directors or officers,  or between the  Corporation  and any other  corporation,
partnership,  association,  or other  organization  in which  one or more of its
directors or officers are directors or officers,  or have a financial  interest,
shall be void or voidable solely for this reason, or solely because the director
or  officer  is  present  at or  participates  in the  meeting  of the  Board or
committee  thereof  which  authorizes  the  contract or  transaction,  or solely
because his or their votes are counted for such  purpose,  if: (1) the  material
facts as to such  person's  relationship  or interest  and as to the contract or
transaction  are disclosed or are known to the Board or the  committee,  and the
Board or committee in good faith  authorizes  the contract or transaction by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum;  or (2) the material facts as to
such person's relationship or interest and as to the contract or transaction are
disclosed or are known to the  stockholders  entitled to vote  thereon,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders;  or (3) the contract or transaction is fair as to the  Corporation
as of the time it is authorized, approved or ratified, by the Board, a committee
thereof, or the stockholders.  Common or interested  directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.
<PAGE>

                       EXHIBIT 10.4

       RETIREMENT AGREEMENT AND GENERAL RELEASE



THIS  RETIREMENT  AGREEMENT AND GENERAL  RELEASE (the  "Agreement")  is made and
entered into as of this 22nd day of April 2003 (the  "Effective  Date"),  by and
between USFreightways  Corporation,  a Delaware corporation (the "Company"), and
Samuel K. Skinner ("Skinner").

                         RECITALS


A. Skinner has been employed by the Company as its Chairman, President and Chief
Executive Officer.

B. Skinner has decided to retire from the Company and from all  positions he has
held with the Company and its subsidiaries and affiliates.



NOW, THEREFORE,  in consideration of the above premises and the following mutual
covenants and conditions, the parties agree as follows:


1. Retirement.  Except as otherwise set forth herein,  effective  May 26,  2003,
Skinner and the Company agree that Skinner will retire from the Company and will
retire from all positions he has held with the Company and its  subsidiaries and
affiliates.  Effective May 2, 2003, Skinner will retire as Chairman of, and as a
member of, the Company's Board of Directors (the "Board").  From April 12,  2003
through May 25, 2003, Skinner will perform only such tasks as may be assigned to
him from time to time in writing by the Board or its representative. Absent such
written direction, Skinner shall have no right, individually, to bind, or act on
behalf of, the Company.  Skinner  further agrees that he will not hereafter seek
reinstatement, recall or re-employment with the Company. All Company property in
Skinner's possession,  including but not limited to his home computer and laptop
computer shall be returned to the Company on or before May 31, 2003.


2.  Payments.  As a retirement  payment,  Skinner  shall  receive the  following
amounts and entitlements in connection with this Agreement:

(a) Salary  Continuation.  The Company shall pay Skinner the sum of  $1,791,700,
payable in substantially  equal  installments  over a period of twenty-four (24)
months in  accordance  with the  Company's  payroll  policy from time to time in
effect,  with the first  such  installment  to be paid to  Skinner  on the first
payroll date on or after June 1,  2003 (or, if later, on the date this Agreement
becomes  effective  as  described in  Paragraph  10(c)).  Ten  Thousand  dollars
($10,000) of the salary continuation payment hereunder shall be in consideration
of the release of any claim under the Age  Discrimination  in Employment  Act of
1967,  as amended,  and as described in Paragraph 3 hereof,  and Skinner  agrees
that such  consideration  is in  addition  to  anything  of value to which he is
already entitled. The remainder of the amounts and entitlements to be paid under
this  Paragraph 2 shall be in  consideration  of the release of all other claims
described   below  in  Paragraph  3,  the  Covenant  Not  to  Sue  described  in
Paragraph 4, and the Protective Agreement described in Paragraph 7.


(b) Vacation/Expenses.  Skinner agrees that he has taken all accrued vacation to
which  he  is  entitled.  Skinner  further  agrees  that  he  shall  submit  for
reimbursement  any expenses  incurred during the course of his employment within
seven (7) days of the Effective  Date and such  expenses  shall be reimbursed in
accordance with the Company's normal expense reimbursement policies.


(c)  Options.  Skinner  and the  Company  acknowledge  and agree  that they have
previously executed option agreements,  dated December 10,  1999, June 5,  2000,
December 14,  2000,  June 20,  2001 and  February 14,  2002,  pursuant  to which
Skinner has outstanding,  vested options to purchase up to 190,000 shares of the
Company's common stock (the "Option  Agreements"),  and further  acknowledge and
agree that such Option  Agreements  shall continue in effect in accordance  with
and  subject  to the  terms  of  such  agreements  and the  Company's  Long-Term
Incentive  Plan,  including  any  amendments  thereto;  provided,  however,  and
notwithstanding  anything  herein to the contrary,  Skinner shall be entitled to
exercise such vested options through and including November 26, 2003. Except for
the Option Agreements,  and the vested options described in this Paragraph 2(c),
Skinner  acknowledges  and agrees that he is entitled  to no  additional  equity
compensation and he has no additional equity awards outstanding.
<PAGE>
(d) Retirement Benefits.  Skinner acknowledges and agrees that he shall receive,
for fifteen (15) years,  an annual  benefit of $192,880,  which shall be paid to
him in substantially equal monthly  installments,  with the first installment to
be made on or about June 1, 2005 and with the remaining  installments to be paid
to him or, in the event of his death, to his beneficiary,  on or about the first
day of each calendar month  thereafter  through the duration of the fifteen (15)
year term.  Skinner further  acknowledges and agrees that he also is entitled to
$643,829.35 under the Company's  Non-Qualified Deferred Compensation Plan, which
shall be paid to him in a single sum on or before July 31,  2003.  Except as set
forth  herein,  Skinner  agrees that he is not  eligible  for any  long-term  or
special performance bonuses or any other retirement,  supplemental retirement or
deferred compensation payments.

(e)  Automobile.  If Skinner so chooses,  he may  purchase,  at its current book
value, the  Company-owned  automobile that he currently uses and may continue to
use through May 25, 2003,  provided,  however,  that if such automobile is being
leased by the Company, Skinner may pay the cost of the lease himself or have the
Company pay it and deduct the lease amount from the salary continuation payments
being made hereunder.  Skinner shall notify the Company of whichever alternative
he so chooses, if any, within ten (10) calendar days of the Effective Date.

(f) Withholding. The Company and Skinner acknowledge and agree that all payments
made  pursuant to this  Paragraph 2 are "wages" for  purposes of FICA,  FUTA and
income  tax  withholding  and the  Company  shall  therefore  withhold  from any
payments  hereunder the amounts it determines to be necessary to satisfy all tax
withholding obligations.

(g)  Other.  Except as  expressly  provided  in this  Agreement,  no other  sums
(contingent or otherwise)  shall be paid to Skinner in respect of his employment
by the  Company,  and any such sums  (whether or not owed) are hereby  expressly
waived by Skinner. The foregoing  notwithstanding,  Skinner shall be entitled to
receive his account  balance,  if any,  under the  Company's  Employees'  401(k)
Retirement  Plan in  accordance  with the  terms  of such  Plan.  Skinner  shall
continue to be covered by, and subject to  indemnification  under, the Company's
directors' and officers' insurance for all matters relating to or arising out of
his service to the Company.
<PAGE>
3. General Release.  As a material  inducement to the Company to enter into this
Agreement  and in  consideration  of the  payments  to be made by the Company to
Skinner in Paragraph 2 above,  Skinner,  with full understanding of the contents
and legal  effect of this  Agreement  and  having the right and  opportunity  to
consult with his counsel, releases and discharges the Company, its shareholders,
officers,   directors,   supervisors,   members,  managers,  employees,  agents,
representatives,   attorneys,  parent  companies,  divisions,  subsidiaries  and
affiliates,  and all related  entities of any kind or nature,  and its and their
predecessors,   successors,  heirs,  executors,   administrators,   and  assigns
(collectively,  the "Released Parties") from any and all claims, actions, causes
of action,  grievances,  suits,  charges,  or  complaints  of any kind or nature
whatsoever, that he ever had or now has, whether fixed or contingent, liquidated
or unliquidated, known or unknown, suspected or unsuspected, and whether arising
in tort,  contract,  statute,  or equity,  before any federal,  state, local, or
private court, agency, arbitrator,  mediator, or other entity, regardless of the
relief or remedy. Without limiting the generality of the foregoing, it being the
intention of the parties to make this release as broad and as general as the law
permits,  this  release  specifically  includes  any and all subject  matter and
claims arising from any alleged  violation by the Released Parties under the Age
Discrimination  in Employment Act of 1967, as amended;  the Fair Labor Standards
Act; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act
of 1866,  as amended by the Civil  Rights  Act of 1991 (42 U.S.C.  S 1981);  the
Rehabilitation Act of 1973, as amended;  the Employee Retirement Income Security
Act of 1974,  as amended;  the  Illinois  Wage Payment and  Collection  Act; the
Illinois Human Rights Act, the Cook County Human Rights  Ordinance,  the Chicago
Human Rights  Ordinance,  and other similar  state or local laws;  the Americans
with Disabilities Act; the Family and Medical Leave Act; the Workers  Adjustment
and  Retraining  Notification  Act;  the Equal Pay Act;  Executive  Order 11246;
Executive  Order  11141;  and any other  statutory  claim,  employment  or other
contract or implied  contract claim  (including,  but not limited to, any claims
arising  under that  certain  Employment  Agreement  made and entered into as of
June 5,  2000,  as  previously  executed  between  Skinner and the Company  (the
"Employment Agreement"), that certain Supplemental Retirement Agreement, and the
USFreightways   Corporation   Supplemental   Executive   Retirement  Plan  dated
December 10,  1999),  or common law claim for wrongful  discharge,  breach of an
implied  covenant  of good faith and fair  dealing,  defamation,  or invasion of
privacy  arising  out of or  involving  his  employment  with the  Company,  the
termination  of his  employment  with the Company,  or involving any  continuing
effects of his employment with the Company or termination of employment with the
Company.  Skinner further acknowledges that he is aware that statutes exist that
render null and void  releases and  discharges of any claims,  rights,  demands,
liabilities,  action and causes of action which are unknown to the  releasing or
discharging party at the time of execution of the release and discharge. Skinner
hereby expressly waives, surrenders and agrees to forego any protection to which
he would otherwise be entitled by virtue of the existence of any such statute in
any  jurisdiction  including,  but  not  limited  to,  the  State  of  Illinois.
Notwithstanding  any other  provision  of the  Agreement  to the  contrary,  the
release  under this  Paragraph 3  shall not apply to any claim  arising from any
breach of this  Agreement by the Company or any failure by the Company to comply
with any or all of the provisions of this Agreement or from any rights or claims
that may arise after the date this Agreement is executed by Skinner.

4.  Covenant  Not  to  Sue.  Skinner,   for  himself,   his  heirs,   executors,
administrators, successors and assigns agrees not to bring, file, charge, claim,
sue or cause,  assist,  or permit to be brought,  filed,  charged or claimed any
action, cause of action, or proceeding regarding or in any way related to any of
the claims  described  in  Paragraph 3  hereof,  and  further  agrees  that this
Agreement  is, will  constitute  and may be pleaded as, a bar to any such claim,
action, cause of action or proceeding. If any government agency or court assumes
jurisdiction  of any  charge,  complaint,  or cause of  action  covered  by this
Agreement,  Skinner will not seek and will not accept any personal  equitable or
monetary relief in connection  with such  investigation,  civil action,  suit or
legal proceeding.

5.   Indemnification.-Skinner   will  fully   indemnify  the  Company  and  its
shareholders,  members, managers, officers, directors, employees and independent
contractors against and will hold its shareholders, members, managers, officers,
directors,  employees  and  independent  contractors  harmless  from any and all
claims,  costs,  damages,   demands,   expenses  (including  without  limitation
attorneys' fees),  judgments,  losses or other liabilities of any kind or nature
whatsoever  arising from or directly or indirectly related to any or all of this
Agreement and the conduct of Skinner hereunder, including without limitation any
material  breach or failure to comply with any or all of the  provisions of this
Agreement.

6. No  Disparaging,  Untrue Or Misleading  Statements.  From and after March 28,
2003, Skinner represents that he has not made, and agrees that he will not make,
to any third  party any  disparaging,  untrue,  or  misleading  written  or oral
statements  about or  relating to the  Company or its  products or services  (or
about or relating to any officer,  director,  agent,  employee,  or other person
acting  on the  Company's  behalf).  Skinner  acknowledges  that his  continuing
entitlement to payments and benefits under Paragraph 2 of the Agreement shall be
conditioned upon his continuing compliance with Paragraphs 6, 7, 10(a) and 13 of
the Agreement and any violation of Paragraphs 6, 7, 10(a) or 13 by Skinner shall
terminate  the  Company's  obligation  to continue to make  payments and provide
benefits under Paragraph 2.
<PAGE>
7. Protective Agreement. Skinner acknowledge and agrees that he will continue to
be bound by the terms of the  protective  covenants set forth in  Paragraph 8 of
the  Employment   Agreement,   which  is  attached   hereto.   For  purposes  of
clarification,  the  limitations  set forth in  Paragraph 8D  of the  Employment
Agreement shall apply through May 25, 2006.

8. Severability. If any provision of this Agreement shall be found by a court to
be invalid or  unenforceable,  in whole or in part, then such provision shall be
construed  and/or  modified  or  restricted  to the  extent  and  in the  manner
necessary to render the same valid and  enforceable,  or shall be deemed excised
from  this  Agreement,  as the case may  require,  and this  Agreement  shall be
construed  and  enforced  to the  maximum  extent  permitted  by law, as if such
provision had been originally  incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the case
may be. The parties further agree to seek a lawful  substitute for any provision
found to be unlawful;  provided, that, if the parties are unable to agree upon a
lawful  substitute,  the  parties  desire  and  request  that a court  or  other
authority called upon to decide the  enforceability of this Agreement modify the
Agreement so that,  once  modified,  the Agreement  will be  enforceable  to the
maximum  extent  permitted by the law in existence at the time of the  requested
enforcement.

9.  Waiver.  A waiver  by  either  party to this  Agreement  of a breach  of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver or estoppel of any subsequent  breach by such other party. No waiver
shall be valid unless in writing and signed by Skinner,  if a Company breach, or
by an authorized officer of the Company, if a Skinner breach.

10. Miscellaneous Provisions.

(a) Non-Disclosure. Skinner agrees that, except as required by law, he will keep
the terms and amounts set forth in this Agreement  completely  confidential  and
will not disclose any information  concerning this Agreement's terms and amounts
to any person other than his  attorney,  accountant,  tax advisor,  or immediate
family  prior to the  public  disclosure  of the terms  hereof  by the  Company.
Skinner  agrees and  acknowledges  that he will make no  announcement  about his
retirement  or  about  the  affairs  of the  Company,  which  is in  any  manner
inconsistent  with  the  terms  of  this  Agreement,   and  further  agrees  and
acknowledges  that  any  press  or  other  written,  oral or  electronic  public
releases,  or statements  concerning  his retirement or about the affairs of the
Company shall be issued by the Company only.

(b) Representation.  Skinner represents and certifies that he has carefully read
and fully  understands all of the provisions and effects of this Agreement,  has
knowingly  and  voluntarily  entered  into this  Agreement  freely  and  without
coercion,  and  acknowledges  that on April 2,  2003, the Company advised him to
consult with an attorney prior to executing  this Agreement and further  advised
him that he had  twenty-one  (21) days (until  April 23,  2003)  within which to
consider this Agreement. Skinner is voluntarily entering into this Agreement and
neither  the  Company nor its agents,  representatives,  or  attorneys  made any
representations  concerning  the terms or effects of this  Agreement  other than
those contained in the Agreement itself.

(c) Revocation.  Skinner  acknowledges  that he has seven (7) days from the date
this Agreement is executed in which to revoke his acceptance of the ADEA portion
of this  Agreement,  and such portion of this Agreement will not be effective or
enforceable until such seven (7)-day period has expired.  If Skinner revokes his
acceptance of the ADEA portion of the Agreement,  the remainder of the Agreement
shall  remain in full  force and  effect as to all of its terms  except  for the
release of claims  under the ADEA,  and the Company will have three (3) business
days to rescind the entire Agreement by so notifying Skinner.

11. Complete  Agreement.  This Agreement sets forth the entire agreement between
the parties, and fully supersedes any and all prior agreements or understandings
between  the parties  pertaining  to actual or  potential  claims  arising  from
Skinner's employment with the Company or the termination of Skinner's employment
with the Company;  provided,  however,  that all  obligations of Skinner arising
under Paragraph 8 of the Employment  Agreement,  which is incorporated herein by
reference,  shall not be released,  shall be unaffected hereby, and shall remain
in full force and effect.

12.  Reimbursement.   If  Skinner  or  his  heirs,  executors,   administrators,
successors  or  assigns  (a)  breaches  Paragraphs 6,  7,  10(a)  or 13 of this
Agreement, or (b) attempts to challenge the enforceability of this Agreement, or
(c) files a charge of discrimination,  a lawsuit, or a claim of any kind for any
matter released herein, all further payments and benefits owed under Paragraph 2
of  the  Agreement  shall  terminate  and  Skinner  or  his  heirs,   executors,
administrators,  successors  or assigns shall be obligated to tender back to the
Company all  payments  made to him or them under  Paragraph 2 of this  Agreement
(except for $10,000,  which represents the consideration  received by Skinner in
exchange  for  the  release  and  waiver  of  rights  or  claims  under  the Age
Discrimination in Employment Act of 1967, as amended), and to indemnify and hold
harmless  the  Company  from and  against  all  liability,  costs and  expenses,
including  attorneys' fees,  arising out of said breach,  challenge or action by
Skinner, his heirs, executors, administrators, successors or assigns.
<PAGE>
13.  Future  Cooperation.  In  connection  with  any and all  claims,  disputes,
negotiations,    governmental   or   internal   investigations,    lawsuits   or
administrative  proceedings (the "Legal Matters")  involving the Company, or any
of its current or former officers, employees or Board members (collectively, the
"Disputing Parties" or,  individually,  a "Disputing Party"),  Skinner agrees to
make himself available,  upon reasonable notice from the Company and without the
necessity of subpoena, to provide information or documents, provide declarations
or  statements  regarding  a  Disputing  Party,  meet  with  attorneys  or other
representatives  of a  Disputing  Party,  prepare  for and give  depositions  or
testimony,   and/or  otherwise  cooperate  in  the  investigation,   defense  or
prosecution  of any or all such Legal  Matters,  as may, in the sole judgment of
the Company,  be reasonably  requested.  The Company  agrees to make  reasonable
efforts to accommodate  Skinner's schedule in requesting his services under this
Paragraph 13. The Company further agrees to reimburse  Skinner's  reasonable out
of pocket expenses incurred in complying with the terms of this Paragraph 13.

14. Amendment. This Agreement may not be altered, amended, or modified except in
writing signed by both Skinner and the Company.

15.  Joint  Participation.  The  parties  hereto  participated  jointly  in  the
negotiation  and  preparation  of this  Agreement,  and each  party  has had the
opportunity to obtain the advice of legal counsel and to review and comment upon
the  Agreement.  Accordingly,  it is agreed that no rule of  construction  shall
apply  against  any  party or in favor of any  party.  This  Agreement  shall be
construed as if the parties jointly prepared this Agreement, and any uncertainty
or  ambiguity  shall not be  interpreted  against  one party and in favor of the
other.

16. Notice.  All notices,  requests,  demands,  claims and other  communications
hereunder  shall be in writing.  Any notice,  request,  demand,  claim, or other
communication  hereunder  shall be deemed duly given (i) three (3) business days
after it is sent by  registered or certified  mail,  return  receipt  requested,
postage prepaid, (ii) when receipt is electronically  confirmed,  if sent by fax
(provided that a hard copy shall be promptly sent by first class mail), or (iii)
one (1) business day  following  deposit  with a recognized  national  overnight
courier  service  for next day  delivery,  charges  prepaid,  and, in each case,
addressed to the intended recipient, as set forth below:

         To the Company:            USFreightways Corporation
                                    8550 West Bryn Mawr Avenue
                                    Suite 700
                                    Chicago, Illinois   60631
                                    Attn:   Richard C. Pagano
                                    Senior Vice President, General Counsel and
                                    Secretary

         With a copy to:            William N. Weaver, Jr., Esq.
                                    Sachnoff & Weaver, Ltd.
                                    30 South Wacker Drive
                                    Suite 2900
                                    Chicago, Illinois   60606

         To the Employee:           Samuel K. Skinner
                                    11 Indian Hill Road
                                    Winnetka, Illinois   60093

         With a copy to:            Herbert W. Krueger, Esq.
                                    Mayer Brown Rowe & Maw
                                    190 South LaSalle Street
                                    Chicago, Illinois  60603

Either party may give any notice, request,  demand, claim or other communication
hereunder using any other means (including personal delivery, expedited courier,
messenger service,  telecopy,  telex,  ordinary mail or electronic mail), but no
such notice,  request,  demand,  claim or other communication shall be deemed to
have been duly given unless and until it actually is delivered to the individual
for whom it is intended.  Either party may change the address to which  notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other party notice in the manner herein set forth.

17.  Applicable  Law.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of Illinois,  without  reference to its
conflict of law provisions.  Furthermore,  Skinner agrees and consents to submit
to personal  jurisdiction in the state of Illinois in any state or federal court
of competent  subject  matter  jurisdiction  situated in Cook County,  Illinois.
Skinner  further  agrees that the sole and exclusive  venue for any suit arising
out of, or seeking to enforce,  the terms of this Agreement  shall be in a state
or federal  court of  competent  subject  matter  jurisdiction  situated in Cook
County, Illinois. In addition,  Skinner waives any right to challenge in another
court any  judgment  entered  by such Cook  County  court or to assert  that any
action  instituted by the Company in any such court is in the improper  venue or
should be transferred to a more convenient forum.
<PAGE>
18.  Headings.  The headings in this Agreement are inserted for convenience only
and are not to be considered a construction of the provisions hereof.

19.  Execution  of  Agreement.   This  Agreement  may  be  executed  in  several
counterparts,  each of which shall be  considered  an  original,  but which when
taken together, shall constitute one Agreement.

PLEASE READ THIS AGREEMENT AND CAREFULLY  CONSIDER ALL OF ITS PROVISIONS  BEFORE
SIGNING IT. THIS AGREEMENT  CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN  CLAIMS,
INCLUDING  THOSE UNDER THE FEDERAL AGE  DISCRIMINATION  IN  EMPLOYMENT  ACT, AND
OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.

IN WITNESS  WHEREOF,  Skinner  and the  Company  have  voluntarily  signed  this
Retirement  Agreement and General  Release  consisting of seven (7) pages on the
date set forth above.

USFreightways Corporation



By: /s/ John W. Puth
        ____________
        John W. Puth
Its: Chairman of the Compensation Committee              /s/  Samuel K. Skinner
                                                             __________________
                                                              Samuel K. Skinner

<PAGE>

                              ATTACHMENT


8. Protective  Covenants.  The Executive  acknowledges and agrees that solely by
virtue of his  employment  by,  and  relationship  with,  the  Employer,  he has
acquired and will acquire "Confidential Information", as hereinafter defined, as
well as special knowledge of the Employer's relationships with its customers and
suppliers,  and that, but for his association  with the Employer,  the Executive
would  not or will not have  had  access  to said  Confidential  Information  or
knowledge of said relationships.  The Executive further  acknowledges and agrees
(i) that  the  Employer  has long term,  near-permanent  relationships  with its
customers and suppliers,  and that those  relationships  were developed at great
expense  and  difficulty  to the  Employer  over  several  years  of  close  and
continuing  involvement;  and (ii) that the  Employer's  relationships  with its
customers and suppliers are and will continue to be valuable, special and unique
assets of the Employer and that the identity of its  customers  and suppliers is
kept under tight  security  with the Employer and cannot be readily  ascertained
from publicly available  materials or from materials available to the Employer's
competitors.  In return for the consideration  described in this Agreement,  and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged,  and as a condition precedent to the Employer entering into
this  Agreement,  and as an  inducement  to the Employer to do so, the Executive
hereby represents, warrants, and covenants as follows:

A. The  Executive  has executed  and  delivered  this  Agreement as his free and
voluntary act, after having determined that the provisions  contained herein are
of a material benefit to him, and that the duties and obligations imposed on him
hereunder  are fair and  reasonable  and will not  prevent  him from  earning  a
comparable  livelihood  following the  termination  of his  employment  with the
Employer.

B. The Executive has read and fully  understands  the terms and  conditions  set
forth  herein,  has  had  time to  reflect  on and  consider  the  benefits  and
consequences  of entering into this  Agreement,  and has had the  opportunity to
review the terms  hereof  with an  attorney  or other  representative,  if he so
chooses.

C. The  execution  and  delivery of this  Agreement  by the  Executive  does not
conflict  with,  or result in a breach of or  constitute  a default  under,  any
agreement or  contract,  whether  oral or written,  to which the  Executive is a
party or by which the Executive may be bound.

D.  The  Executive  agrees  that,  during  the time of his  employment  with the
Employer  and for a  period  of one (1) year  following  the  later  of  (i) the
termination of the Executive's  employment hereunder pursuant to Paragraph 6B or
6E, or (ii) one year  following the date of the last payment  provided for under
Paragraph 7B, the Executive will not, except on behalf of the Employer, anywhere
in North  America,  or in any other  place or venue  where the  Employer  or any
affiliate,  subsidiary,  or division  thereof now conducts or  operates,  or may
conduct  or  operate,  its  business  prior  to  the  date  of  the  Executive's
termination of employment:

(1)  directly  or  indirectly,  contact,  solicit  or direct any  person,  firm,
corporation,  association  or other  entity to  contact or  solicit,  any of the
Employer's  customers,  prospective  customers,  or  suppliers  (as  hereinafter
defined) for the purpose of providing any products  and/or services that are the
same as or similar to the products and services  provided by the Employer to its
customers during the term hereof.  In addition,  the Executive will not disclose
the identity of any such customers,  prospective customers, or suppliers, or any
part thereof, to any person, firm, corporation, association, or other entity for
any reason or purpose whatsoever; or

(2) solicit or accept if offered to him,  with or without  solicitation,  on his
own behalf or on behalf of any other person, the services of any person who is a
current  employee of the Employer (or was an employee of the Employer during the
year preceding  such  solicitation),  nor solicit any of the Employer's  current
employees (or an individual who was an employee of the Employer  during the year
preceding such  solicitation)  to terminate  employment  with the Employer,  nor
agree to hire any current  employee (or an individual who was an employee of the
Employer  during the year preceding  such hire) of the Employer into  employment
with himself or any company, individual or other entity (provided,  however, and
notwithstanding the foregoing,  the Executive shall not be precluded from hiring
any current  employee  (or an  individual  who was an  employee of the  Employer
during the year preceding such hire) of the Employer into any position of public
service with a federal, state, or local governmental entity or agency so long as
the  Executive  does  not  solicit  the  services  of such  employee  or  former
employee); or
<PAGE>
(3)  directly  or  indirectly,  whether as an  investor  (excluding  investments
representing  less  than  one  percent  (1%) of the  common  stock  of a  public
company), lender, owner, stockholder,  officer, director, consultant,  employee,
agent,  salesperson or in any other  capacity,  whether  part-time or full-time,
become  associated  with any  business  involved  in a business  similar  to, or
comparable to, the business of the Employer or any affiliate of the Employer; or

(4) act as a consultant,  advisor, officer,  manager, agent, director,  partner,
independent  contractor,  owner,  or  employee  for or on  behalf  of any of the
Employer's  customers,  prospective  customers,  or  suppliers  (as  hereinafter
defined),  with  respect  to or in any way  with  regard  to any  aspect  of the
Employer's  business and/or any other business  activities in which the Employer
engages during the term hereof.

E. The  Executive  acknowledges  and agrees  that the scope  described  above is
necessary and  reasonable in order to protect the Employer in the conduct of its
business and that, if the Executive  becomes  employed by another  employer,  he
shall be required to disclose the existence of this Paragraph 8 to such employer
and the Executive hereby consents to and the Employer is hereby given permission
to disclose the existence of this Paragraph 8 to such employer.

F. For purposes of this Paragraph 8, "customer"  shall be defined as any person,
firm,  corporation,  association,  or entity that  purchased any type of product
and/or  service from the Employer or is or was doing  business with the Employer
or the  Executive  within the twelve  (12) month  period  immediately  preceding
termination of the  Executive's  employment.  For purposes of this  Paragraph 8,
"prospective  customer"  shall be  defined  as any  person,  firm,  corporation,
association,  or entity  contacted or solicited by the Employer or the Executive
(whether  directly or indirectly) or who contacted the Employer or the Executive
(whether directly or indirectly) within the twelve (12) month period immediately
preceding  termination of the  Executive's  employment for the purpose of having
such persons, firms, corporations,  associations,  or entities become a customer
of the Employer.  For purposes of this Paragraph 8, "supplier"  shall be defined
as any person,  firm,  corporation,  association,  or entity who is or was doing
business with the Employer or the Executive or who was contacted or solicited by
the Employer or the Executive  (whether directly or indirectly) or who contacted
or solicited  the Employer or the  Executive  (whether  directly or  indirectly)
within the twelve (12) month period  immediately  preceding  termination  of the
Executive's employment.

G. The  Executive  agrees that both during his  employment  and  thereafter  the
Executive  will not, for any reason  whatsoever,  use for himself or disclose to
any person not employed by the Employer any  "Confidential  Information"  of the
Employer  acquired by the Executive during his  relationship  with the Employer,
both prior to and  during  the term of this  Agreement.  The  Executive  further
agrees to use  Confidential  Information  solely for the  purpose of  performing
duties with,  or for, the  Employer and further  agrees not to use  Confidential
Information  for  his  own  private  use or  commercial  purposes  or in any way
detrimental   to  the  Employer.   The  Executive   agrees  that   "Confidential
Information"  includes  but is not limited to: (1) any  financial,  engineering,
business,   planning,   operations,   services,  potential  services,  products,
potential products, technical information and/or know-how,  organization charts,
formulas,  business plans, production,  purchasing,  marketing,  pricing, sales,
profit, personnel,  customer, broker, supplier, or other lists or information of
the Employer;  (2) any papers, data, records,  processes,  methods,  techniques,
systems, models, samples, devices, equipment,  compilations,  invoices, customer
lists, or documents of the Employer;  (3) any confidential  information or trade
secrets of any third party  provided to the Employer in confidence or subject to
other  use  or  disclosure  restrictions  or  limitations;  and  (4)  any  other
information,  written, oral, or electronic, whether existing now or at some time
in the future, whether pertaining to current or future developments, and whether
previously  accessed  during the  Executive's  tenure with the Employer or to be
accessed during his future  employment with the Employer,  which pertains to the
Employer's  affairs or interests or with whom or how the Employer does business.
The Employer  acknowledges  and agrees that  Confidential  Information  does not
include (a) information  properly in the public domain,  (b) information  in the
Executive's  possession  prior to the date of his original  association with the
Employer,  or (c) information  which is required to be disclosed by law or legal
process  provided that the Executive  notifies the Employer prior to or, if such
advance  notification  is not  possible,  promptly  after  such  disclosure  and
cooperates  with the Employer in obtaining  any  protective  order  regarding or
other confidential treatment of such information.

H. In the event that the Executive  intends to  communicate  information  to any
individual(s), entity or entities (other than the Employer), to permit access by
any  individual(s),  entity or  entities  (other than the  Employer),  or to use
information  for  the  Executive's  own  account  or  for  the  account  of  any
individual(s), entity or entities (other than the Employer) and such information
would be  Confidential  Information  hereunder but for the exceptions set out at
(a) and (b) of Paragraph G of this  Agreement,  the  Executive  shall notify the
Employer of such intent in writing, including a description of such information,
no less than fifteen (15) days prior to such communication, access or use.
<PAGE>
I. During and after the term of employment  hereunder,  the  Executive  will not
remove from the Employer's premises any documents,  records,  files,  notebooks,
correspondence, reports, video or audio recordings, computer printouts, computer
programs,  computer software, price lists, microfilm,  drawings or other similar
documents containing Confidential Information, including copies thereof, whether
prepared by him or others,  except as his duty shall require, and in such cases,
will  promptly  return  such  items to the  Employer.  Upon  termination  of his
employment  with the  Employer,  all such items  including  summaries  or copies
thereof, then in the Executive's  possession,  shall be returned to the Employer
immediately.

J. The  Executive  recognizes  and agrees that all ideas,  inventions,  patents,
copyrights,   copyright   designs,   trade   secrets,   trademarks,   processes,
discoveries,  enhancements,  software, source code, catalogues, prints, business
applications,  plans,  writings,  and other developments or improvements and all
other intellectual property and proprietary rights and any derivative work based
thereon (the  "Inventions")  conceived by the  Executive,  alone or with others,
during the term of his employment, whether or not during working hours, that are
within the scope of the Employer's  business operations or that relate to any of
the Employer's work or projects  (including any and all inventions  based wholly
or in part upon ideas  conceived  during  the  Executive's  employment  with the
Employer),  are the sole and exclusive  property of the Employer.  The Executive
further agrees that (1) he will promptly disclose all Inventions to the Employer
and hereby  assigns to the Employer all present and future  rights he has or may
have in those Inventions, including without limitation those relating to patent,
copyright,  trademark or trade secrets;  and (2) all of the Inventions  eligible
under  the  copyright  laws are "work  made for  hire."  At the  request  of the
Employer,  the  Executive  will  do all  things  deemed  by the  Employer  to be
reasonably  necessary to perfect title to the  Inventions in the Employer and to
assist  in  obtaining  for  the  Employer  such  patents,  copyrights  or  other
protection as may be provided  under law and desired by the Employer,  including
but not limited to  executing  and signing  any and all  relevant  applications,
assignments or other instruments. Notwithstanding the foregoing, pursuant to the
Employee Patent Act,  Illinois  Public Act 83-493,  the Employer hereby notifies
the Executive  that the  provisions of this  Paragraph 8  shall not apply to any
Inventions  for  which  no  equipment,   supplies,   facility  or  trade  secret
information  of the Employer was used and which were  developed  entirely on the
Executive's own time,  unless (1) the  Invention  relates (i) to the business of
the  Employer,  or  (ii) to  actual  or  demonstrably  anticipated  research  or
development  of the  Employer,  or  (2) the  Invention  results  from  any  work
performed by the Executive for the Employer.

K. The  Executive  acknowledges  and agrees that all  customer  lists,  supplier
lists, and customer and supplier  information,  including,  without  limitation,
addresses and telephone numbers,  are and shall remain the exclusive property of
the Employer,  regardless of whether such information was developed,  purchased,
acquired, or otherwise obtained by the Employer or the Executive.  The Executive
also agrees to furnish to the  Employer on demand at any time during the term of
this Agreement,  and upon the termination of this Agreement,  any other records,
notes, computer printouts,  computer programs,  computer software,  price lists,
microfilm, or any other documents related to the Employer's business,  including
originals and copies thereof.

L. The Executive  acknowledges that he may become aware of "material"  nonpublic
information  relating to customers whose stock is publicly traded. The Executive
acknowledges  that he is  prohibited  by law as well as by Employer  policy from
trading in the shares of such customers while in possession of such  information
or directly or indirectly  disclosing  such  information to any other persons so
that  they  may  trade  in  these  shares.  For  purposes  of this  Paragraph L,
"material" information may include any information,  positive or negative, which
might be of significance to an investor in determining whether to purchase, sell
or hold the stock of publicly traded  customers.  Information may be significant
for this purpose even if it would not alone  determine the investor's  decision.
Examples  include  a  potential   business   acquisition,   internal   financial
information  that  departs in any way from what the  market  would  expect,  the
acquisition or loss of a major contract, or an important financing transaction.

M. It is agreed that any breach or  anticipated  or threatened  breach of any of
the  Executive's   covenants  contained  in  this  Paragraph 8  will  result  in
irreparable  harm and  continuing  damages to the  Employer and its business and
that  the  Employer's  remedy  at law for any  such  breach  or  anticipated  or
threatened  breach will be inadequate and,  accordingly,  in addition to any and
all other  remedies that may be available to the Employer at law or in equity in
such event,  any court of competent  jurisdiction may issue a decree of specific
performance or issue a temporary and permanent injunction, without the necessity
of the Employer  posting bond or furnishing  other security and without  proving
special damages or irreparable injury,  enjoining and restricting the breach, or
threatened  breach,  of any such  covenant,  including,  but not limited to, any
injunction  restraining  the Executive  from  disclosing,  in whole or part, any
Confidential  Information.  The Executive  acknowledges  the truthfulness of all
factual  statements  in this  Agreement  and agrees that he is estopped from and
will not make any factual  statement in any proceeding  that is contrary to this
Agreement or any part thereof.

<PAGE>

                            EXHIBIT 31.1

                          CERTIFICATION

I, Neil A. Springer, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of USF Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

(c)  disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

(a) all  significant  deficiencies  and  material  weaknesses  in the  design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely affect the registrant's ability to record process, summarize
and report financial information; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: August  6, 2003
                                              /s/ Neil A. Springer
                                                  ________________
                                                  Neil A. Springer
                                                  Lead Director

<PAGE>
                             EXHIBIT 31.2

                           CERTIFICATION

I, Christopher L. Ellis, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of USF Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

(c)  disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

(a) all  significant  deficiencies  and  material  weaknesses  in the  design or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely affect the registrant's ability to record process, summarize
and report financial information; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: August 6, 2003
                     /s/ Christopher L. Ellis
                         ____________________
                         Christopher L. Ellis
                         Senior Vice President, Finance, Chief Financial Officer


<PAGE>

                                  EXHIBIT 32.1


                           CERTIFICATION OF LEAD DIRECTOR
                       PURSUANT TO 18 U.S.C. SECTION 1350(a)

In  connection  with  the  accompanying  Quarterly  Report  on Form  10-Q of USF
Corporation  for the  quarter  ended July 5,  2003,  I, Neil A.  Springer,  Lead
Director  of USF  Corporation,  hereby  certify  pursuant  to 18 U.S.C.  Section
1350(a),  as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002,
to the best of my knowledge and belief, that:

(1) such Quarterly Report on Form l0-Q for the quarter ended July 5, 2003, fully
complies  with the  requirements  of  section  13(a) or 15(d) of the  Securities
Exchange Act of 1934; and

(2) the  information  contained  in such  Quarterly  Report on Form 10-Q for the
quarter  ended July 5, 2003,  fairly  presents,  in all material  respects,  the
financial condition and results of operations of USF Corporation.

A signed  original of this  written  statement  required by Section 906 has been
provided  to USF  Corporation  and  will  be  retained  by USF  Corporation  and
furnished to the Securities and Exchange Commission or its staff upon request.


/s/Neil A. Springer
   ________________
   Neil A. Springer
   Lead Director

   Date: August 6, 2003


                            EXHIBIT 32.2

          CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
               PURSUANT TO 18 U.S.C. SECTION 1350(a)

In  connection  with  the  accompanying  Quarterly  Report  on Form  10-Q of USF
Corporation for the quarter ended July 5, 2003, I, Christopher L. Ellis,  Senior
Vice President,  Finance and Chief Financial Officer of USF Corporation,  hereby
certify pursuant to 18 U.S.C.  Section  1350(a),  as adopted pursuant to Section
906 of the  Sarbanes-Oxley  Act of 2002, to the best of my knowledge and belief,
that:

(1) such Quarterly Report on Form l0-Q for the quarter ended July 5, 2003, fully
complies  with the  requirements  of  section  13(a) or 15(d) of the  Securities
Exchange Act of 1934; and

(2) the  information  contained  in such  Quarterly  Report on Form 10-Q for the
quarter  ended July 5, 2003,  fairly  presents,  in all material  respects,  the
financial condition and results of operations of USF Corporation.

A signed  original of this  written  statement  required by Section 906 has been
provided  to USF  Corporation  and  will  be  retained  by USF  Corporation  and
furnished to the Securities and Exchange Commission or its staff upon request.


/s/ Christopher L. Ellis
    ____________________
    Christopher L. Ellis
    Senior Vice President, Finance and Chief Financial Officer

    Date:  August 6, 2003