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 OCTOBER 4, 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 Avenue, Suite 700
    Chicago, Illinois                                        60631
(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 November 5, 2003, 27,425,314 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
                                            -----------------------------------
                                                  October 4,       December 31,
                                                       2003               2002
-------------------------------------------------------------------------------

Assets
Current assets:
     Cash                                       $     83,385       $     54,158
     Accounts receivable, net                        288,355            269,583
     Operating supplies and prepaid expenses          33,304             33,180
     Deferred income taxes                            41,322             53,086
                                                ------------       ------------
          Total current assets                       446,366            410,007
                                                ------------       ------------

Property and equipment, net                          779,931            760,153
Goodwill                                             100,808            100,504
Other assets                                          27,890             24,607
                                                ------------       ------------
Total assets                                    $  1,354,995       $  1,295,271
                                                ============       ============

Liabilities and stockholders' equity
Current liabilities:
     Current debt                               $         59       $        367
     Accounts payable                                 55,214             59,691
     Accrued salaries, wages and benefits            102,690             89,765
     Accrued claims and other                        104,923             90,245
                                                ------------        -----------
          Total current liabilities                  262,886            240,068
                                                ------------        -----------
Long-term liabilities:
     Notes payable and long-term debt                250,103            252,129
     Accrued claims and other                         93,963             84,079
     Deferred income taxes                           101,558             99,864
                                                ------------        -----------
          Total long-term liabilities                445,624            436,072
                                                ------------        -----------


Total stockholders' equity                           646,485            619,131
                                                ------------        -----------
Total liabilities and stockholders' equity      $  1,354,995        $ 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)

                                     Quarter Ended            Year-to-Date
                              ------------------------  ------------------------
                               October 4, September 28, October 4, September 28,
                                    2003          2002       2003          2002
--------------------------------------------------------------------------------
Revenue:
   LTL Trucking                   $ 486,449   $ 483,318  $1,447,784  $1,388,709
   TL Trucking                       33,669      29,649      96,663      83,484
   Logistics                         67,734      67,707     209,147     203,852
   Intercompany eliminations         (3,147)     (2,189)     (8,102)     (6,208)
                                   --------    --------   ---------   ---------
Total revenue                       584,705     578,485   1,745,492   1,669,837

Operating expenses:
   LTL Trucking                     456,136     452,729   1,375,359   1,312,742
   TL Trucking                       31,893      28,075      93,402      79,492
   Logistics                         64,807      64,823     203,882     196,602
   Freight Forwarding-
     Asia exit costs                      -           -           -      12,760
   Corporate and other                6,630       7,262      20,548      20,395
   Intercompany eliminations         (3,147)     (2,189)     (8,102)     (6,208)
                                   --------    --------   ---------   ---------
Total operating expenses            556,319     550,700   1,685,089   1,615,783

Income from operations               28,386      27,785      60,403      54,054
                                   --------    --------   ---------   ---------
Non-operating income/(expense):
   Interest expense                  (5,175)     (5,110)    (15,658)    (15,340)
   Interest income                      221         373         639       1,771
   Other, net                          (506)       (419)       (932)       (800)
                                   --------    --------   ---------   ---------
Net non-operating expense            (5,460)     (5,156)    (15,951)    (14,369)
                                   --------    --------   ---------   ---------
Income from continuing operations
   before income taxes and
   cumulative effects of
   accounting changes                22,926      22,629      44,452      39,685

Income tax expense                   (9,835)     (9,183)    (19,007)    (20,059)
                                   --------    --------   ---------   ---------
Income from continuing operations
   before cumulative effects of
   accounting changes                13,091      13,446      25,445      19,626
Loss from discontinued operations,
   net of tax benefits of $96,
   $1,928, $130 and $6,373,
   respectively                        (130)     (8,127)       (175)    (16,030)
                                   --------    --------   ---------   ---------
Income before cumulative effects
   of accounting changes             12,961       5,319      25,270     ( 3,596)
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)                 $  12,961   $   5,319   $  23,803   $ (66,426)
                                   ========    ========   =========   =========

Income per share from
   continuing operations:
               Basic              $    0.48   $    0.50   $    0.94   $    0.73
               Diluted                 0.48        0.49        0.93        0.72
Loss per share from discontinued
   operations:
               Basic                  (0.01)      (0.30)      (0.01)      (0.60)
               Diluted                (0.01)      (0.30)      (0.01)      (0.59)
Loss per share - cumulative
   effects of changes in
    accounting:
               Basic                     -           -       (0.05)       (2.60)
               Diluted                   -           -       (0.05)       (2.56)

Income/(loss) per share:
               Basic                   0.47        0.20        0.88       (2.47)
               Diluted                 0.47        0.19        0.87       (2.43)


Weighted-average shares
   outstanding:
               Basic             27,300,493  26,924,123  27,135,187  26,872,059
               Diluted           27,444,809  27,338,300  27,260,348  27,344,357

See accompanying Notes to Condensed Consolidated Financial Statements.
<page>

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

                                                             Year-to-Date
                                                     ---------------------------
                                                      October 4,   September 28,
                                                           2003           2002
--------------------------------------------------------------------------------
Cash flows from operating activities:
  Net income/(loss)                                  $   23,803     $  (66,426)
  Loss from discontinued operations                         175         16,030
                                                       --------       --------
  Income/(loss) from continuing operations after
    cumulative effects of accounting changes             23,978        (50,396)

  Adjustments to reconcile net income/(loss) from
    continuing operations after accounting changes
    to net cash provided by operating activities:
      Depreciation of property and equipment             76,658         73,729
      Cumulative effects of accounting changes            1,467         70,022
      Amortization of intangible assets                   1,568            934
      Deferred taxes                                     13,458           (838)
      Gains on sale of property and equipment            (3,284)        (2,273)
      Increase/(decrease) in other items affecting
        cash from operating activities                   14,365         (5,652)
                                                       --------       --------
Net cash provided by operating activities               128,210         85,526
                                                       --------       --------
Cash flows from investing activities:
  Acquisitions                                           (4,883)             -
  Capital expenditures                                  (98,929)       (89,835)
  Proceeds from sale of property and equipment            8,925          5,791
  Disposition of USF Asia                                     -         (6,000)
                                                       --------       --------
Net cash used in investing activities                   (94,887)       (90,044)
                                                       --------       --------
Cash flows from financing activities:
  Dividends paid                                        (10,135)        (7,497)
  Employee and director stock transactions               11,503          7,011
  Repurchase of common stock                               (336)             -
  Payments on long-term bank debt                        (3,217)          (323)
  Net change in short-term bank debt                     (1,911)          (608)
                                                       --------       --------
Net cash used in financing activities                    (4,096)        (1,417)
                                                       --------       --------
Net cash provided by discontinued operations                  -          3,837
                                                       --------       --------
Net increase/(decrease) in cash                          29,227         (2,098)
                                                       --------       --------
Cash at beginning of period                              54,158         72,105
                                                       --------       --------
Cash at end of period                                $   83,385     $   70,007
                                                       ========       ========
Supplemental disclosure of cash flow information:
     Cash paid during the period for:
         Interest                                    $    9,940     $    9,813
         Income taxes                                $    5,291     $   10,792

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)


                                                           Year-to-Date
                                                    -------------------------
                                                    October 4,   September 28,
                                                        2003            2002
                                                    --------        --------

Balance as of December 31, 2002 and 2001          $  619,131      $  687,652
                                                    --------        --------
Net income/(loss)                                     23,803         (66,426)
Foreign currency translation adjustments                   -              67
                                                    --------        --------
   Comprehensive income/(loss)                        23,803         (66,359)

Employee and director stock transactions              11,503           7,011
Repurchase of common stock                              (336)              -
Dividends declared                                    (7,616)         (7,532)

                                                    --------        --------
Balance as of October 4, 2003 and
   September 28, 2002                             $  646,485      $  620,772
                                                    ========        ========

See accompanying Notes to Condensed Consolidated Financial Statements.

<page>



               Notes to Condensed Consolidated Financial Statements

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

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 October 4,
2003,  the  consolidated  results of our  operations  for both the  quarters and
year-to-date  periods  ended  October 4, 2003 and  September  28, 2002,  and our
consolidated  cash flows for the year-to-date  periods ended October 4, 2003 and
September 28, 2002.  Operating results for the year-to-date period ended October
4, 2003 are not  necessarily  indicative of the results that may be expected for
the year ending  December  31,  2003.

     We report on a calendar year basis.  Our quarters consist of thirteen weeks
that end on a  Saturday  either  before  or  after  the end of  March,  June and
September.

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.  Under the new accounting  method, we recognize revenue for LTL and TL
operations by the allocation of revenue between  reporting  periods based on the
relative  transit time in each  reporting  period with  expenses  recognized  as
incurred.  This change in the method of  accounting  was made to  recognize  the
increase in our length of haul of freight, which resulted from implementation of
our new  marketing  strategies.  We believe  that the new method of  recognizing
revenue and expense is preferable. The cumulative effect of change in accounting
principle  on prior years  resulted in an  after-tax  charge to income of $1,467
(net of income taxes of $1,064) in the first quarter of 2003.


<page>



     Pro forma  income from  continuing  operations  and net income for both the
quarter and  year-to-date  periods  ended October 4, 2003 and September 28, 2002
were as follows:

                                  Quarter Ended                Year-to-Date
                             ---------------------------------------------------
                             October 4,  September 28, October 4,  September 28,
                                 2003           2002        2003          2002
                             ---------------------------------------------------

Income from continuing
  operations before cumulative
  effects of accounting changes:
     As reported                $ 13,091     $ 13,446     $ 25,445     $ 19,626
     Pro forma                    13,091       13,399       25,445       18,876

Net income/(loss):
     As reported                  12,961        5,319       23,803      (66,426)
     Pro forma                    12,961        5,272       25,270      (67,176)

Income per share from
  continuing operations
  before cumulative effects
  of accounting changes:
     As reported, basic          $  0.48     $   0.50     $   0.94     $   0.73
     Pro forma, basic               0.48         0.50         0.94         0.70
     As reported, diluted           0.48         0.49         0.93         0.72
     Pro forma, diluted             0.48         0.49         0.93         0.69

Net income/(loss) per share:
     As reported, basic             0.47         0.20         0.88        (2.47)
     Pro forma, basic               0.47         0.20         0.93        (2.50)
     As reported, diluted           0.47         0.19         0.87        (2.43)
     Pro forma, diluted             0.47         0.19         0.93        (2.46)


     Logistics  revenue from  warehousing is recognized  upon the performance of
services.  Revenue from dedicated  fleet  shipments is recognized upon delivery,
which is generally  the same day as the day of pickup.  Domestic  ocean  freight
forwarding  transportation revenue is recognized at the time freight is tendered
to an ocean going vessel at origin.

     We periodically engage owner-operator drivers to deliver freight in our LTL
business as well as our TL and logistics businesses. In all cases, we remain the
primary obligor with our customers and act as the principal in the  transaction.
In addition,  we select the  owner-operators to provide these services.  We also
maintain the risks  associated with freight  delivery such as losses for damaged
or lost freight.  As a result,  revenue in our LTL, TL, and  logistics  segments
that is related to freight  and other  transportation  services  provided on our
behalf by other carriers is reported on a gross basis.

Allowance for Doubtful Accounts

     Our  operating  segments  have credit and  collection  procedures  that are
followed to determine which customers are extended credit for services provided.
Services  provided  to  customers  where  we are  not  able to  determine  their
creditworthiness  are done on a cash on  delivery  basis.  We have  developed  a
methodology  based on  write-off  history  that we  apply  to our open  accounts
receivable  to assess the  adequacy of our  allowance  for debts.  Our  analysis
provides for allowance  needs that we may have for large  customers  that may be
experiencing  financial  difficulty  as well as the  overall  conditions  in the
economy.

Casualty Claims

     Casualty  claim  reserves  represent  management's  estimates of claims for
property damage, public liability and workers  compensation.  We manage casualty
claims with the assistance of a third-party administrator ("TPA") along with its
insurers.  Currently,  we  have a  retention/deductible  of  $5,000  for  public
liability and $2,500 for workers'  compensation.  We promote prevention as a key
component in minimizing  exposure to casualty  claim losses.  We have  developed
comprehensive programs that emphasize and encourage employee safety and accident
prevention.  When  collisions  or injuries  occur,  their  outcomes  are managed
closely to bring them to conclusion efficiently,  fairly, and quickly by us, our
TPA, and  insurers.  Processes are in place to identify,  evaluate,  and develop
individual cases as soon as possible, to facilitate recovery and return to work,
or to  mitigate  damages.  We have  developed  an  extensive  program to aid the
employee's  recovery from injury,  return to work,  and allow  resumption of the
individual's  normal  lifestyle.  We closely  monitor the casualty  accruals and
methodologies for accuracy.  Extensive  analysis enables us to estimate casualty
reserves,  provide for incurred but not reported cases,  and develop patterns of
cases consistently and adequately.

Cargo Claims

     Our operating  procedures are designed to minimize  freight from being lost
or damaged  while in our care.  Although  our goal is to pick-up and deliver all
freight on time and without damage,  given the large volume of freight movements
there are situations  where freight is lost or damaged while in our control.  We
do not accept freight that has an excessively high value, is extremely volatile,
is unusually  hazardous or exhibits other  unnecessary  risks. We have developed
reporting procedures to monitor the claims activity at each of our terminals. We
have developed a methodology to assess our accrual needs for cargo claims.  This
methodology is based on historical  payment  activity and lag times for reported
claims.  Our accrual  includes an  estimation  of payments to be made for claims
reported,  claims  incurred but not reported  and specific  estimations  for any
unusually large claims.


2. Earnings Per Share

     Basic  earnings  per share are  calculated  on net  income  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:

                                  Quarter Ended             Year-to-Date
                           ----------------------------------------------------
                           October 4,  September 28,   October 4,  September 28,
                                2003         2002         2003         2002
                           ----------------------------------------------------

Weighted-average shares
   Outstanding - basic       27,300,493   26,924,123   27,135,187   26,872,059
Common stock equivalents        144,316      414,177      125,161      472,298
                             ----------   ----------   ----------   ----------
Weighted-average shares
   Equivalent - diluted      27,444,809   27,338,300   27,260,348   27,344,357
                             ==========   ==========   ==========   ==========
Anti-dilutive unexercised
   options excluded
   from calculations          1,424,800      987,000    1,424,800      987,000
                             ==========   ==========   ==========   ==========

<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 are owned by the Subsidiary  Guarantors and  substantially all of our
operations  are  conducted  by  the  Subsidiary  Guarantors.   Accordingly,  the
aggregate assets, liabilities,  earnings and equity of the Subsidiary Guarantors
are  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 October 4, 2003 we had no borrowings drawn under the facility and
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.  This  repurchase  program is not yet completed.  In
February 2003, we  repurchased  14,000 common shares in the public market at $24
per share.  There were no shares  repurchased in the  year-to-date  period ended
September 28, 2002.  From July 24, 2000 through  October 4, 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.

     In connection with the transitional  goodwill impairment  evaluation,  SFAS
No. 142 required us, by June 30, 2002, to perform an assessment of whether there
was an  indication  that  goodwill was  impaired as of the date of adoption.  To
accomplish this, we determined the carrying value of each of our reporting units
as of January 1, 2002 and compared such values with the fair value  estimates of
those  reporting  units.  The fair values of the reporting  units were estimated
using the present value of expected future cash flows. To the extent a reporting
unit's carrying value exceeded its fair value  estimate,  which was the case for
USF  Worldwide,  an indication  existed that the reporting  unit's  goodwill was
impaired  and we  then  had to  perform  the  second  step  of the  transitional
impairment  test. The second step of the impairment  test required us to compare
the  implied  fair  value  of  the  reporting  unit's  goodwill,  determined  by
allocating  the  reporting  unit's  fair  value  to its  individual  assets  and
liabilities,  to its carrying amount, both of which were measured as of the date
of  adoption.  SFAS No. 142  required  any  transitional  impairment  loss to be
recognized  as a cumulative  effect of a change in  accounting  principle in the
consolidated statement of operations.

     As a result of USF Worldwide's  continued  losses through the first quarter
of 2002, and its forecasted  results  thereafter,  we determined  that the total
carrying amount of goodwill at January 1, 2002 was impaired.

     We  recorded  an  impairment  charge  of  $70,022  at  USF  Worldwide,  our
discontinued freight forwarding segment,  which was shown as a cumulative effect
of change in accounting for goodwill in the first quarter of 2002.

     The changes in carrying amounts of goodwill by segment for the year-to-date
period ended October 4, 2003 were as follows:

                                                              Corporate
                                   LTL       TL     Logistics  and Other  Total
                                 -------   -------   -------   -------   -------
Balance as of December 31, 2002 $ 57,273  $ 10,574  $ 32,657   $     -  $100,504
Additions                              -       304         -         -       304
                                 -------   -------   -------   -------   -------
Balance as of October 4, 2003   $ 57,273  $ 10,878  $ 32,657   $     -  $100,808
                                 =======   =======   =======   =======   =======


Intangible assets subject to amortization consist of the following:

                                            As of                As of
                                     October 4, 2003        December 31, 2002
                                 ----------------------  ----------------------
                                  Gross                   Gross
                      Average    Carrying  Accumulated   Carrying  Accumulated
                    Life (Yrs)    Amount   Amortization   Amount   Amortization
                    ----------   --------  ------------  --------  ------------
Customer lists           5       $  9,444    $ (6,624)   $  6,073    $  (5,078)
Non-competes             5          5,347      (5,178)      5,156       (5,156)
                                 --------  ------------  --------  ------------
Total                            $ 14,791    $(11,802)   $ 11,229    $ (10,234)
                                 ========  ============  ========  ============


     Aggregate  amortization  expense for the quarters ended October 4, 2003 and
September  28,  2002 was $673 and  $309,  respectively.  Aggregate  amortization
expense for the  year-to-date  periods  ended  October 4, 2003 and September 28,
2003 was $1,568 and $934, respectively.

     Estimated  amortization expense for each of the years ending December 31 is
as follows:

    Year
   ------
    2003              $ 2,242
    2004                  769
    2005                  569
    2006                  537
    2007 and beyond       440
                      -------
    Total             $ 4,557
                      =======

<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), which elaborates on the disclosures to be made by a guarantor about its
obligations under certain guarantees  issued. The Interpretation  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
Interpretation  No. 5, Accounting for  Contingencies,  SFAS No. 57 Related Party
Disclosures,  and  SFAS No.  107,  Disclosures  about  Fair  Value of  Financial
Instruments. The Interpretaion also incorporates, without change, the provisions
of 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 this
Interpretation  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 an
impact on financial statements and related disclosures.

     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   Principles  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 have
adopted the disclosure requirements under SFAS No. 148.

     In March 2003, the FASB issued  Interpretation No. 46. This  Interpretation
of  Accounting  Research  Bulletin  No. 5,  Consolidated  Financial  Statements,
addresses  consolidation by business  enterprises of variable interest entities.
This Interpretation  applies to variable interest entities created after January
1, 2002,  and to variable  interest  entities in which an enterprise  obtains an
interest  after  that  date.  We have no  investments  in or  known  contractual
arrangements with variable interest entities and therefore,  this Interpretation
has no impact on our financial statements and related disclosures.

     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 did not have an impact on
our financial statements and related disclosures.

<page>




7. Acquisitions

     In February  2003,  USF Glen Moore acquired the stock of System 81 Express,
Inc.,  a  truckload   carrier   based  in  Tennessee   that  owned  or  operated
approximately 140 tractors and 260 trailers,  for  approximately  $4,700 in cash
and  assumed  debt.  In  addition,   contingent   payments  totaling  $314  were
subsequently made to the former owners of System 81 Express.  Goodwill and other
intangible  assets  of $304 and  $461,  respectively,  were  recorded  under the
acquisition.  The  acquisition  contributed  approximately  $5,800  to USF  Glen
Moore's revenue for the year-to-date period ended October 4, 2003.

     On April 14, 2003,  USF Red Star paid $3,000 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. The acquisition  contributed  approximately  $10,300 to USF Red
Star's revenue during the second and third quarters of 2003.


8.  Joint Venture

     On  September   12,  2003  we  announced   that  we  will  begin   offering
transportation   and  logistics   services  in  Mexico  and  across  the  United
States/Mexico  border through a joint venture with Autolineas  Mexicanas S.A. de
C.V.  ("ALMEX").  ALMEX, a nationwide LTL carrier in Mexico, has a network of 52
terminals providing service to virtually the entire country. We intend to invest
$10,000  in the  joint  venture  in the  form of a loan,  which  in time  can be
converted into equity.  We have the option to eventually  own a majority  equity
position.


<page>



9.  Segment Reporting               Quarter Ended              Year-to-Date
                              ------------------------    ----------------------
                                  Oct. 4,   Sept. 28,      Oct. 4,   Sept. 28,
                                  2003        2002          2003         2002
------------------------------------------------------    ----------------------
Revenue
   LTL Group:
     USF Holland               $ 249,225   $ 245,765    $  751,575   $  715,165
     USF Reddaway                 78,075      72,065       223,250      202,648
     USF Dugan                    60,470      57,011       178,039      160,606
     USF Red Star                 57,693      68,877       175,890      198,608
     USF Bestway                  40,986      39,600       119,030      111,682
--------------------------------------------------------------------------------
         Subtotal LTL Group      486,449     483,318     1,447,784    1,388,709
   Truckload - USF Glen Moore     33,669      29,649        96,663       83,484
   Logistics                      67,734      67,707       209,147      203,852
   Corporate and other                 -           -             -            -
   Intercompany eliminations      (3,147)     (2,189)       (8,102)      (6,208)
--------------------------------------------------------------------------------
Total revenue                  $ 584,705   $ 578,485    $1,745,492   $1,669,837

Income/(loss) from operations
   LTL Group:
     USF Holland               $  16,615   $  18,820    $   48,015   $   51,664
     USF Reddaway                 10,275       9,537        24,870       20,513
     USF Dugan                     1,632         451         2,052        1,923
     USF Red Star                 (1,017)     (1,017)       (8,390)      (4,680)
     USF Bestway                   2,808       2,798         5,878        6,547
--------------------------------------------------------------------------------
         Subtotal LTL Group       30,313      30,589        72,425       75,967
   Truckload - USF Glen Moore      1,776       1,574         3,261        3,992
   Logistics                       2,927       2,884         5,265        7,250
   Freight forwarding
     - Asia exit costs                 -           -             -      (12,760)
   Corporate and other            (5,957)     (6,953)      (18,980)     (19,461)
   Amortization of intangibles      (673)       (309)       (1,568)        (934)
---------------------------------------------------------------------- ---------
Income from operations         $  28,386   $  27,785    $   60,403   $   54,054
Net non-operating expense         (5,460)     (5,156)      (15,951)     (14,369)
--------------------------------------------------------------------------------
Income from continuing
   operations before income
   taxes and cumulative
   effects of accounting
   changes                     $  22,926   $  22,629    $   44,452   $   39,685
================================================================================
<page>




10.  Stock Based Compensation

     SFAS 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  Opinion  No. 25 as
permitted  by SFAS No. 123.  For all stock  options  that have been  granted the
exercise  prices of the stock  options  were equal to the  market  prices of the
underlying  stock on the grant  dates,  therefore  no  compensation  expense was
recognized.  If we had elected to recognize  compensation  expense  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:

                                   Quarter Ended           Year-to-Date
                                -------------------       ---------------------
                              October 4, September 28,  October 4, September 28,
                                  2003          2002         2003          2002
                               --------     ---------    ---------    ----------
Net income/(loss),
     as reported               $ 12,961     $  5,319      $ 23,803     $(66,426)
Deduct: Total stock-based
   employee compensation
   expense determined under
   fair value based method
   for all awards, net of
   related tax benefits          (1,351)      (1,320)       (3,771)      (3,899)
                               --------     ---------    ---------    ---------
Pro forma net income/(loss)    $ 11,610     $  3,999      $ 20,032     $(70,325)

Earnings/(loss) per share:
       Basic - as reported     $   0.47     $   0.20      $   0.88     $  (2.47)

       Basic - pro forma           0.43         0.15          0.74        (2.61)

       Diluted - as reported       0.47         0.19          0.87        (2.43)

       Diluted - pro forma         0.42         0.15          0.73        (2.57)


11.  Asia Exit Costs

     During the first quarter of 2002, we  relinquished  our 50% interest in our
consolidated subsidiary,  USF Asia. We recorded a $12,760 charge, which included
a $10,000  negotiated  payment  to our  former  partner.  The  remaining  $2,760
represented  the  relinquishment  of our net  assets to our former  partner.  We
initiated our  commitment to dispose of our Asia operation in the fourth quarter
of 2001. Accordingly,  as required by SFAS No. 144, we applied the provisions of
APB No.  30.  The Asia  operation  was a  component  of our  freight  forwarding
segment. APB No. 30 required presentation of a business disposal in discontinued
operations only when a company  disposed of an entire segment.  We therefore did
not present the Asia operation in discontinued operations.


12.  Discontinued Freight Forwarding Segment (Presented in these Financial
     Statements in 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 freight forwarding division within our Logistics
segment) to us late in  December  2002.  The  results of the freight  forwarding
businesses  that  were  sold  are  presented  in  our  financial  statements  in
discontinued operations.

<page>




13.  Management Changes

     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 from  operations in the second quarter of 2003. On September 3,
2003,  Neil A. Springer was elected  Non-Executive  Chairman of the Board and on
September 15, 2003,  Richard P. DiStasio  became  President and Chief  Executive
Officer.

<page>


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

                          Results of Operations

     We  reported  net income of $13.0  million  for the  current  year's  third
quarter  ended  October 4, 2003,  which  compared  to $5.3  million for the same
quarter of the prior year. Net income for the current  year-to-date period ended
October 4, 2003 was $23.8 million, which compared to a net loss of $66.4 million
for the same period of the prior year.

     Net income per share for the current year's quarter was equivalent to $0.47
diluted earnings per share,  which compared to $0.19 for the same quarter of the
prior year.  Income from  continuing  operations was equivalent to $0.48 diluted
earnings  per share,  which  compared to $0.49 for the same quarter of the prior
year. Net income for the prior year's quarter included an after tax loss of $8.1
million  (equivalent  to a loss of $0.30 per  diluted  share)  from our  freight
forwarding segment, which is included in discontinued operations.

     Net  income  for  the  current   year-to-date  period  was  $23.8  million,
equivalent to $0.87 diluted earnings per share,  which compared to a net loss of
$66.4  million  for the same period of the prior  year.  On January 1, 2003,  we
changed   our   method   of   accounting   for   revenue   recognition   in  our
less-than-truckload  ("LTL") and truckload ("TL") segments, which resulted in an
after tax  charge of $1.5  million  (equivalent  to a loss of $0.05 per  diluted
share) that was treated as a cumulative effect of change in accounting. Included
in the net loss for the  year-to-date  period  of the prior  year  was:  a $12.8
million  charge  (equivalent to a loss of $0.47 per diluted share) to relinquish
our  interest  in a non-core  Asian  joint  venture,  a $70.0  million  goodwill
impairment  charge  (equivalent  to a loss of $2.56 per diluted  share) that was
treated as a cumulative effect of change in accounting, and an after tax loss of
$16.0  million   (equivalent  to  a  loss  of  $0.59  per  diluted  share)  from
discontinued  operations.  Of these $105.2 million in pre-tax charges  recorded,
$88.8 million were non-cash.

     Revenue for the current  year's quarter  increased 1.1% to $584.7  million,
compared to $578.5  million for the same quarter of the prior year.  The current
year's  quarter  included 64 working days,  which compared to 63 working days in
the same  quarter of the prior year.  On a daily  basis,  revenue in the current
year's  quarter  decreased  0.5% compared to the same quarter of the prior year.
Revenue for the current year-to-date period was $1.75 billion,  which was a 4.5%
increase as compared to $1.67 billion in the same period of the prior year.


 LTL Segment - Third Quarter 2003 compared to Third Quarter 2002

     Our  LTL  segment  includes  our LTL  operating  companies,  each of  which
generates  revenue  from  LTL  and TL  shipments.  Revenue  from  LTL  shipments
represents substantially all of the revenue in the LTL segment. Total revenue in
the LTL segment for the current year's quarter increased 0.6% to $486.4 million,
from  $483.3  million in same  quarter of the prior year.  Revenue  from our USF
PremierPlus (SM) ("PremierPlus")  product (revenue from shipments moving between
our LTL  operating  companies)  increased  to 12.5% of total  revenue in the LTL
segment, as compared to 11.6% in the same quarter of the prior year.

     On a  comparable  working day basis,  total  revenue in the current  year's
quarter  decreased  by 0.9%,  as compared to the same quarter of the prior year.
Revenue from fuel surcharges, which are included in LTL revenue, increased 47.3%
to $15.6  million,  from $10.6 million in the same quarter of the prior year. In
the current  year's  quarter,  revenue  per  working day before fuel  surcharges
decreased 2.0%.

     In the current year's quarter, LTL shipments decreased 3.1% and LTL tonnage
decreased  2.7%,  as compared to the same  quarter of the prior year.  Including
fuel surcharges, billed LTL revenue per shipment increased 4.8%, from $123.33 to
$129.26.  Billed LTL revenue per  hundredweight  increased  4.4%, from $10.93 to
$11.42.  Average weight per LTL shipment  increased to 1,132 pounds,  from 1,128
pounds in the same quarter of the prior year.

     On a  comparable  working  day basis,  in the  current  year's  quarter LTL
shipments  decreased 4.6% and LTL tons  decreased  4.3%, as compared to the same
quarter of the prior year, but the overall  average LTL length of haul increased
3.4% to 492 miles from 476 miles in same quarter of the prior year.

     Income from  operations  for the LTL segment in the current  year's quarter
was $30.3  million,  which compared to $30.6 million for the same quarter of the
prior  year.  The  operating  ratio  ("OR" or  direct  operating  expenses  as a
percentage of revenue) for the LTL segment increased to 93.8%, from 93.7% in the
same quarter of the prior year.

     USF  Reddaway's  revenue  increased  8.3%  (6.6% on a daily  basis)  in the
current year's  quarter,  as compared to the same quarter of the prior year, and
its OR of 86.8%  was the same as in the same  quarter  of the  prior  year.  The
current year's quarter included a positive  adjustment related to a reduction in
estimated refunds to customers.

     USF Holland's  revenue increased 1.4% (decreased 0.2% on a daily basis) and
its OR increased to 93.3% from 92.3%. USF Holland  continues to feel the effects
of the soft economy in the Midwest along with pricing pressures. Intense efforts
are  underway  to fine  tune  pricing  strategies  to  ensure  that USF  Holland
increases its growth rate and improves market penetration.

     USF  Bestway's  revenue  increased  3.5% (1.9% on a daily basis) and its OR
increased to 93.1% from 92.9%. Included in the current year's quarter was a gain
on the  sale of a  terminal.  USF  Bestway  continues  to feel  the  effects  of
aggressive pricing pressures in the intra California/Texas markets.

     USF  Dugan's  revenue  increased  6.1%  (4.4% on a daily  basis) and its OR
improved  to 97.3% from  99.2%.  USF  Dugan's OR  improvement  was the result of
reduced  maintenance  expenses  in the  current  year's  quarter  and a one time
terminal expense in the same quarter of the prior year.

     USF Red Star's revenue  decreased 16.2% (17.5% on a daily basis) and its OR
increased  to  101.8%  from  101.5%.  The  decrease  in  revenue  was  primarily
attributable to the elimination of low yield revenue from its largest  customer,
the  closure of  terminals  in  Atlanta  and North and South  Carolina,  and the
consolidation of two terminals in the Boston area.


LTL Segment - Year-to-Date 2003 compared to Year-to-Date 2002

     Total  revenue  from the LTL segment for the  current  year-to-date  period
ended October 4, 2003 increased 4.3% to $1,447.8  million from $1,388.7  million
in the same  period  of the prior  year.  LTL  shipments  and LTL  tonnage  each
decreased 1.0% in the current year-to-date period, compared with the same period
of the prior year.  LTL revenue per  shipment  increased  6.3% to $128.25,  from
$120.66.  Weight per shipment increased 0.4% to 1,132 pounds, from 1,128 pounds.
Fuel surcharges  increased 121.1% to $51.4 million,  from $23.3 million, as fuel
prices increased during the current year.

     Income  from  operations  for the  current  year-to-date  period  was $72.4
million, a decrease of 4.7% compared to $76.0 million for the same period of the
prior year.  The decrease was mainly the result of the soft  economy.  The OR of
the LTL segment for the current  year-to-date  period was 95.0%,  which compared
with an OR of 94.5% for the same period of the prior year.

     USF Reddaway's revenue for the current year-to-date period increased 10.2%,
compared  with the same period of the prior  year,  and its OR improved to 88.9%
from 89.9%. The increase in revenue  resulted  primarily from an increase in LTL
shipments of 5.6%.  The improved OR was  principally  the result of cost control
measures undertaken in 2003 and the gain on the sale of a terminal.

     USF Red Star's OR increased to 104.8% from 102.4% in the same period of the
prior year.  However,  USF Red Star's OR of 101.8% in the third  quarter of 2003
was  significantly  improved from the OR's of 108.8% and 103.6% in the first and
second  quarters  of  2003,  respectively.   USF  Red  Star  continues  to  make
operational  changes to reduce costs as well as restructure to its core business
markets in the Northeast.

     USF Bestway's OR increased to 95.1% from 94.1%.  The increase in the OR was
primarily a result of increased employee benefits and insurance claims.

     USF  Holland's  OR  increased  to 93.6% from 92.8%.  The increase in the OR
primarily  resulted  from the soft  economy in the Midwest and  increased  labor
costs.

     USF Dugan's OR was 98.8%, the same as in the same period of the prior year.


     Continuing  from the current year's 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  reflect shipment and pricing  details.  In prior years,
the  operating  statistics  included  PremierPlus  shipments  in each of our LTL
operating  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 segment 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.


                                 Truckload

     USF Glen Moore's  revenue  increased  13.6% (11.3% before revenue from fuel
surcharges)  to $33.7 million in the current year's  quarter,  which compared to
$29.6  million in the same quarter of the prior year.  Approximately  51% of the
increase in revenue was  attributable to the acquisition of System 81 Express in
late February 2003. USF Glen Moore's income from operations was $1.8 million and
its OR was 94.7% in the current  year's  quarter,  which compared to income from
operations  of $1.6  million and an OR of 94.7% in the same quarter of the prior
year.

     USF Glen Moore's  revenue  increased  15.8% to $96.7 million in the current
year-to-date  period ended October 4, 2003,  which  compared to $83.5 million in
the same year-to-date period of the prior year. Income from operations decreased
18.3% to $3.3 million in the current year-to-date period, which compared to $4.0
million in the same period of the prior year.  USF Glen  Moore's OR increased to
96.6%  from  95.2%,  which  was  mainly  due to  increases  in fuel  costs.  The
acquisition of System 81 Express in late February 2003 contributed approximately
$5.8 million to revenue in the current  year-to-date period. At the beginning of
the first quarter of 2003,  USF Glen Moore  increased the estimated  depreciable
lives of 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's   depreciation   expense  in  the   current   year-to-date   period  was
approximately  $1.8 million less than it would have been  utilizing the previous
depreciable lives.


                                  Logistics

     Revenue for the Logistics  segment in the current  year's quarter was $67.7
million,  which was the same as in the same quarter of the prior year.  Included
in revenue  for the  current  year's  quarter  was $6.8  million  from the ocean
freight forwarding business,  which was acquired late in 2002 (see Footnote 12 -
Discontinued  Freight  Forwarding  Segment)  and that was  slightly  profitable.
Offsetting  this  increase  in revenue  was a decrease  in  business  with major
customers,  including Fleming Companies, who filed for bankruptcy in April 2003.
Income from  operations for the Logistics  segment in the current year's quarter
was $2.9  million,  which was the same as in the same quarter of the prior year.
Included in the Logistics  segment is USF  Processors,  which  contributed  $8.8
million in revenue to the current year's  quarter,  compared to $10.2 million in
the same quarter of the prior year. Income from operations of USF Processors was
$0.2 million in the current year's quarter, compared to $0.3 million in the same
quarter of the prior year.

     Revenue for the Logistics segment in the year-to-date  period ended October
4, 2003  increased 2.6% to $209.1  million,  which compared to $203.8 million in
the same  year-to-date  period of the prior year.  USF  Logistics  increased its
revenue as new  distribution  centers and new  contracts  started up,  while USF
Processors reported a decrease in revenue to $26.8 million from $30.6 million in
the same period of the prior  year.  Income from  operations  for the  Logistics
segment in the current year-to-date period decreased 27.4% to $5.3 million, from
$7.2 million in the same period of the prior year. Income from operations of USF
Processors was $0.5 million in the current  year-to-date  period,  compared to a
loss of $1.3  million in the same period of the prior  year.  Included in income
from operations for USF Logistics in the current  year-to-date period was a $2.0
million charge related to the bankruptcy of Fleming Companies.


                   Freight Forwarding - Asia Exit Costs

     During the first  quarter of 2002 we  relinquished  our 50% interest in our
consolidated  subsidiary,  USF Asia. We recorded a $12.8 million  charge,  which
included a $10.0 million negotiated payment to our former partner. The remaining
$2.8  million  represented  the  relinquishment  of our net assets to our former
partner.  We initiated our  commitment  to dispose of our Asia  operation in the
fourth  quarter of 2001.  Accordingly,  as required by  Statement  of  Financial
Accounting  Standard  ("SFAS") No. 144, we applied the  provisions of Accounting
Principles  Board ("APB")  Opinion No. 30. The Asia operation was a component of
our freight forwarding segment.  APB No. 30 required  presentation of a business
disposal in discontinued  operations  only when a company  disposed of an entire
segment.  We  therefore  did not  present  the Asia  operation  in  discontinued
operations.


                                    Corporate and Other

     Corporate and other expenses  decreased $1.1 million to $5.9 million in the
current  year's  quarter,  compared to $7.0  million in the same  quarter of the
prior year.  Net  expenses in our  information  technology  ("IT")  group in the
current year's quarter decreased $0.4 million, compared with the same quarter of
the prior year. Several major software  development  projects that were begun in
2002, and were in the non-capitalizable  initial phases in 2002, have moved into
phases where these  development  costs are being  capitalized in accordance with
Statement of Position No. 98-1.

     Corporate and other expenses for the  year-to-date  period ended October 4,
2003  were  $20.5  million,   which  compared  to  $20.4  million  in  the  same
year-to-date  period of the prior year.  Corporate  expenses  decreased to $19.0
million in the current year-to-date period from $19.5 million in the same period
of the prior year.  Net expenses  for IT  decreased  $1.3 million in the current
year-to-date  period,  compared to the same period of the prior year, as several
major  software  development  projects  that  were  begun in 2002 are now  being
capitalized

     Amortization  of  non-goodwill  intangible  assets was $0.7  million in the
current  year's  quarter,  which compared to $0.3 million in the same quarter of
the prior year.  Amortization  expense for the current  year-to-date  period was
$1.6 million,  which compared to $0.9 million in the same year-to-date period of
the prior year. The increase in  amortization  expense was due to the intangible
assets  acquired by USF Glen Moore and USF Red Star in February  and April 2003,
respectively (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 its operations
for  the   year-to-date   period  ended  September  28,  2002  are  reported  in
discontinued  operations in our  statements  of  operations  and cash flows (See
Footnote 12 - 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 (for the  year-to-date  period ended September 28,
2002, as there were no tax benefits  recognized  with this  charge).  There were
also no tax benefits  associated  with the $70.0  million  cumulative  effect of
change in accounting  for goodwill  that was recorded in 2002.  State income tax
refunds  lowered  the  effective  tax rate  for the  year-to-date  period  ended
September 28, 2002. Additionally,  the increase in the effective income tax rate
in the current year-to-date period resulted in part from the decrease in pre-tax
income.

     The following table provides an analysis of the effective tax rates for the
year-to-date periods in 2003 and 2002:

                                                          Year-to-Date
                                                   --------------------------
                                                   October 4,    September 28,
                                                      2003            2002
                                                    --------       --------

Reported income from continuing operations          $ 44,452       $ 39,685
   before income taxes and cumulative effects of
   accounting changes
Add back Asia exit costs                                   -         12,760
                                                    --------       --------
Income subject to income taxes                      $ 44,452       $ 52,445
Income tax expense                                   (19,007)       (20,059)
Effective tax rate - reported                           42.8%          38.2%

Subtract from income taxes:
    Net state tax refunds received                         -            636
                                                    --------       --------
Adjusted income tax expense                         $(19,007)      $(20,695)
                                                    ========       ========
Effective tax rate - adjusted                           42.8%          39.5%
                                                    ========       ========

                              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 on March 31, 2003. This agreement primarily affects USF Holland and
USF Red Star.

     Mr. Samuel K. Skinner, our Chairman, President and Chief Executive Officer,
retired on May 26,  2003.  On September  2, 2003,  Neil A.  Springer was elected
Non-Executive  Chairman  of the Board and on  September  15,  2003,  Richard  P.
DiStasio became President and Chief Executive Officer.

     On  September  12,  2003,  we  announced   that  we  will  begin   offering
transportation   and  logistics   services  in  Mexico  and  across  the  United
States/Mexico  border through a joint venture with Autolineas  Mexicanas S.A. de
C.V.  ("ALMEX").  ALMEX, a nationwide LTL carrier in Mexico, has a network of 52
terminals providing service to virtually the entire country. We intend to invest
$10.0 million in the joint  venture in the form of a loan,  which in time can be
converted into equity.  We have the option to eventually  own a majority  equity
position.


                      Liquidity and Capital Resources

     Cash flows from operating activities  contributed $128.2 million during the
year-to-date  period  ended  October 4, 2003,  which  compared to $85.5  million
during the  year-to-date  period ended September 28, 2002. Our net loss of $66.4
million in the year-to-date  period of the prior year included a non-cash charge
for a write-off of goodwill of $70.0 million in  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
for the current  year-to-date  period  included  depreciation  of  property  and
equipment and amortization of non-goodwill  intangible  assets.  We plan to fund
our  ongoing  operations  through  operating  cash  flows  and  existing  credit
facilities.

     Other items  affecting  cash from operating  activities  that resulted in a
$14.4  million  net  increase  in the current  year-to-date  period  included an
increase of $23.1 million in accounts payable and other current  liabilities and
a $18.8 million increase in accounts  receivable.  In the year-to-date period of
the prior year other items affecting cash from operating  activities resulted in
a $5.6 million net decrease,  mainly due to increases in accounts  receivable of
$36.9  million and  accounts  payable  and other  current  liabilities  of $39.4
million.

     Capital  expenditures in the current year-to-date period were approximately
$98.9 million, which included $29.6 million for revenue equipment, $30.3 million
for  terminal  facilities,  $26.8  million  for IT, and $12.2  million for other
capital items. In the year-to-date period of the prior year capital expenditures
were  approximately  $89.8  million,  which  included  $49.3 million for revenue
equipment, $20.4 million for terminal facilities, $5.6 million for IT, and $14.5
million for other capital items.

     USF Glen Moore  acquired  System 81 Express,  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 $2.3 million during the current year-to-date
period,  and we had  approximately  $75.3  million  invested in overnight  money
market  accounts at October 4, 2003.  Our net debt to capital ratio  (decreasing
debt by cash) was 20.5% at October 4, 2003,  compared to 24.3% at  December  31,
2002.

     Our debt includes $150 million of unsecured  guaranteed  notes,  which were
floated in late April,  2000,  and that are due on April 15, 2010.  We also have
$100 million of unsecured guaranteed notes due on 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.

     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 October 4, 2003 we had no borrowings drawn under
the  facility and  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 one million
shares of our common stock.  This  repurchase  program is not yet completed.  In
February 2003, we  repurchased  14,000 common shares in the public market at $24
per share.  There were no shares  repurchased in the  year-to-date  period ended
September 28, 2002.  From July 24, 2000 through  October 4, 2003, we repurchased
468,200 shares.

     A dividend of 9 1/3 cents per share,  equivalent to $2.5 million,  was paid
on October 6, 2003 to shareholders of record on September 22, 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), which elaborates on the disclosures to be made by a guarantor about its
obligations under certain guarantees  issued. The Interpretation  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
Interpretation  No. 5, Accounting for  Contingencies,  SFAS No. 57 Related Party
Disclosures,  and  SFAS No.  107,  Disclosures  about  Fair  Value of  Financial
Instruments. The Interpretaion also incorporates, without change, the provisions
of 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 this
Interpretation  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 an
impact on financial statements and related disclosures.

     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
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 have adopted the  disclosure  requirements
under SFAS No. 148.

     In March 2003, the FASB issued  Interpretation No. 46. This  Interpretation
of  Accounting  Research  Bulletin  No. 5,  Consolidated  Financial  Statements,
addresses  consolidation by business  enterprises of variable interest entities.
This Interpretation  applies to variable interest entities created after January
1, 2002,  and to variable  interest  entities in which an enterprise  obtains an
interest  after  that  date.  We have no  investments  in or  known  contractual
arrangements with variable interest entities and therefore,  this Interpretation
has no impact on our financial statements and related disclosures.

     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 did not have an impact on
our financial statements and related disclosures.


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 LIBOR.  There have been no
borrowings  under this agreement in the current  year-to-date  period 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.  We have no hedging  instruments.  From time to time, we
invest excess cash in overnight  money market  accounts.  At October 4, 2003, we
had  approximately  $75.3  million that was  invested in overnight  money market
accounts, which yielded approximately 1.1% per annum.

     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  issued under our
self-insurance  program.  As of October 4, 2003 we had no borrowings drawn under
the facility and 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  that  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 Chief Executive  Officer,  Richard P.
DiStasio,  and our Chief Financial Officer,  Christopher L. Ellis, have reviewed
and evaluated our disclosure  controls and procedures as of November 7, 2003 and
have concluded that our disclosure  controls and procedures  were adequate as of
that date.

     There were no changes in our internal  controls  over  financial  reporting
identified in connection with the foregoing  evaluation that occurred during the
current  year's third  quarter that has  materially  affected,  or is reasonably
likely to materially affect, our internal controls over financial reporting.

<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 or results of
operations.  We believe such liability,  if any, would represent less than 1% of
our annual revenue.

     Our  USF  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 USF Dugan's  Northfield  facility  located in Houston,  Texas. USF
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 USF
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 or results of operations.

<page>
Item 6.  Exhibits and Reports on Form 8-K.

        (a)   Exhibits


              1.  Exhibit 10.1-Employment Agreement of Richard P. DiStasio.

              2.  Exhibit 31.1-Section 302 Certification of Chief Executive
                  Officer.

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

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

              5.  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 July 29, 2003
                  announcing the Company's Second Quarter earnings.


              2.  A Current Report on Form 8-K was filed on August 19, 2003
                  announcing Richard P. DiStasio as President and Chief
                  Executive Officer of USF Corporation.

<page>

                                                    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 November 7,
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

                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into effective
as of August 21,  2003 by and between USF  Corporation,  a Delaware  corporation
(the "Employer"), and Richard P. DiStasio (the "Executive").

          RECITALS

          A.   The Employer desires that the Executive  provide services for the
               benefit of the Employer and its wholly-owned subsidiaries and the
               Executive desires to accept such employment with the Employer.

          B.   The Employer and the  Executive  acknowledge  that the  Executive
               will be a senior  member of the  management  team of the Employer
               and, as such,  will  participate in  implementing  the Employer's
               business plan.

          C.   In the course of employment with the Employer, the Executive will
               have access to certain  confidential  information that relates to
               or  will  relate  to  the   business  of  the  Employer  and  its
               wholly-owned subsidiaries.

          D.   The Employer  desires that any such  information not be disclosed
               to other parties or otherwise used for unauthorized purposes.

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

1.  Employment.  As of September 15, 2003, (the  "Effective  Date") the Employer
shall employ the  Executive as its  President  and Chief  Executive  Officer and
shall  appoint him as a member of the Board of Directors  of the  Employer  (the
"Board").  If, prior to the first  anniversary of the Effective  Date, the Board
does not elect a non-executive member of the Board as Chairman of the Board, the
Executive  will be  elected  as  Chairman  of the  Board  as soon as  reasonably
practicable  on or after  such  anniversary.  As long as the  Executive  remains
employed as the President and Chief Executive  Officer of the Employer,  he will
continue to be slated as a nominee for a director of the Employer. The Executive
hereby accepts such employment on the following terms and conditions.

2. Duties.  The Executive shall have the duties,  responsibilities,  powers, and
authority  customarily  associated  with the  position  of  President  and Chief
Executive  Officer.  The Executive shall report to, and follow the direction of,
the Board.  In addition to the foregoing,  the Executive also shall perform such
other and  unrelated  services and duties as may be assigned to him from time to
time by the Board  consistent with his position as President and Chief Executive
Officer. The Executive shall diligently, competently, and faithfully perform all
duties, and shall devote his entire business time, energy,  attention, and skill
to the performance of duties for the Employer or its  wholly-owned  subsidiaries
and will use his best efforts to promote the interests of the Employer. It shall
not be  considered a violation of the  foregoing  for the  Executive to serve on
corporate,  industry,  civic,  religious or charitable boards or committees,  so
long as such activities do not  individually  or in the aggregate  significantly
interfere  with  the  performance  of  the  Executive's  responsibilities  as an
employee of the Employer in accordance with this Agreement.

3.  Executive  Loyalty.  Subject to the exceptions set forth in Paragraph 2, the
Executive shall devote all of his time, attention,  knowledge,  and skill solely
and exclusively to the business and interests of the Employer,  and the Employer
shall be entitled to all  benefits  and profits  arising from or incident to any
and all work,  services,  and advice of the Executive.  The Executive  expressly
agrees that during the term of this Agreement,  he shall not engage, directly or
indirectly,  as a partner,  officer,  director,  member,  manager,  stockholder,
advisor,  agent,  employee,  or in any  other  form or  capacity,  in any  other
business  similar to that of the Employer.  The foregoing  notwithstanding,  and
except as otherwise set forth in Paragraph 8,  nothing herein contained shall be
deemed to prevent the Executive from investing his money in the capital stock or
other securities of any corporation whose stock or securities are publicly-owned
or are  regularly  traded on any  public  exchange,  nor shall  anything  herein
contained be deemed to prevent the  Executive  from  investing his money in real
estate, or to otherwise manage his personal investments and financial affairs.

4. Compensation.

     (a)  Salary.  The Employer shall pay the Executive an annual base salary of
          $625,000  (the  "Base  Salary"),   payable  in   substantially   equal
          installments  in accordance  with the  Employer's  payroll policy from
          time to time in effect.  The Executive's  Base Salary shall be subject
          to any  payroll  or other  deductions  as may be  required  to be made
          pursuant to law,  government  order,  or by agreement with, or consent
          of, the  Executive.  Changes to the Base Salary,  as adjusted,  may be
          made following an annual salary review,  the first of which shall take
          place in or around the end of 2004, and all  subsequent  reviews shall
          occur  thereafter at the same time as reviews are conducted  generally
          for executive  officers of the Employer.  The Base Salary shall not be
          reduced,  and the term Base Salary shall refer  thereafter to the Base
          Salary, as it may be increased from time to time.

     (b)  Performance Bonus. The Executive shall participate in a bonus program,
          which  program  shall provide the  Executive  with an  opportunity  to
          achieve a targeted  calendar  year bonus of up to one hundred  percent
          (100%) of the Base Salary,  with a maximum  calendar year bonus of one
          hundred fifty percent (150%) of the Base Salary. For the calendar year
          ending December 31, 2003, the Executive shall be guaranteed a bonus of
          no less than two hundred thousand dollars ($200,000). For the calendar
          year ending  December 31, 2004,  the  Executive  shall be guaranteed a
          bonus  of no less  than  four  hundred  thousand  dollars  ($400,000).
          Beginning  with 2004,  the actual terms and  conditions  of the annual
          bonus program shall be  established  by the Employer,  with input from
          the  Executive,  shall be  memorialized  in a written  document  to be
          prepared  by the  Employer  and which will be  incorporated  herein by
          reference,  and  will  provide  for the  payment  of an  annual  bonus
          hereunder if the Employer achieves specified  company-wide  objectives
          and  if  the  Executive   achieves   specified   personal   management
          objectives.  All such objectives shall be agreed upon by the Executive
          and the Board prior to the beginning of each calendar  year. Any bonus
          earned  hereunder  shall be  payable no later  than  ninety  (90) days
          following the end of the calendar year for which the bonus is earned.

     (c)  Stock  Options.  On the Effective  Date,  the Employer shall grant the
          Executive  a  non-qualified  option to purchase  one hundred  thousand
          (100,000)  shares of the  common  stock of the  Employer.  Such  stock
          option shall be granted in  accordance  with and pursuant to the terms
          of the Employer's  Long-Term Incentive Plan. The stock option shall be
          granted at an exercise  price equal to the "fair market value" of such
          common stock of the Employer on the Effective  Date. The grant of such
          stock option,  and the terms  thereof,  has been  memorialized  in the
          Option Agreement attached hereto as Exhibit A.

     (d)  Stock Grant.  On the Effective  Date, the Executive  shall be provided
          with a grant of $600,000  worth of common stock of the  Employer.  The
          number of shares of such grant (rounded up to the nearest whole share)
          shall be based upon the "fair  market  value" of such common  stock of
          the Employer on the Effective  Date. The grant of such stock,  and the
          terms thereof,  has been  memorialized  in the Restricted  Stock Grant
          Agreement attached hereto as Exhibit B.

     (e)  Signing  Bonus.  Within five (5) business days of the Effective  Date,
          the Company  shall pay to the  Executive a signing bonus in the amount
          of three hundred  thousand  dollars  ($300,000).  If, before the first
          anniversary  of the  Effective  Date,  the  Executive's  employment is
          terminated by the Company for Cause or by the  Executive  without Good
          Reason,  the Executive shall be required to repay 100% of such signing
          bonus to the Company in full within  thirty (30) days  following  such
          termination  date.  If,  on or  after  the  first  anniversary  of the
          Effective  Date,  but before the second  anniversary  of the Effective
          Date,  the  Executive's  employment  is  terminated by the Company for
          Cause or by the Executive without Good Reason,  the Executive shall be
          required  to repay 50% of such  signing  bonus to the  Company in full
          within thirty (30) days following such termination date.

     (f) Other Benefits. During the term of this Agreement, the Employer shall:

          (i)  include  the   Executive  in  any  life   insurance,   disability
               insurance, medical, dental or health insurance, vacation (4 weeks
               per  calendar  year,  prorated  for any partial  calendar  year),
               savings,  pension and retirement plans and other benefit plans or
               programs  (including,  if  applicable,   any  excess  benefit  or
               supplemental   executive  retirement  plans)  maintained  by  the
               Employer for the benefit of its executives; and

          (ii) include the  Executive  in such  perquisites  as the Employer may
               establish  from  time to time  that  are  commensurate  with  his
               position  and at  least  comparable  to those  received  by other
               executives  of the  Employer  (including,  but not limited to, an
               automobile allowance of $1,200 per month).

5. Expenses.  The Employer shall  reimburse the Executive for all reasonable and
approved  business  expenses,  provided the  Executive  submits paid receipts or
other  documentation  acceptable to the Employer and as required by the Internal
Revenue Service to qualify as ordinary and necessary business expenses under the
Internal  Revenue  Code of 1986,  as amended  (the  "Code").  In  addition,  the
Employer  shall  reimburse the  Executive  (up to $4,000 per calendar  year) for
premiums on life insurance owned by the Executive.

6. Termination. The Executive's services shall terminate upon the first to occur
of the following events:

     (a)  Disability or Death.  Upon the  Executive's  date of death or the date
          the Executive is given written  notice that he has been  determined to
          be disabled by the  Employer.  For  purposes  of this  Agreement,  the
          Executive shall be deemed to be disabled if the Executive, as a result
          of illness or incapacity, shall be unable to perform substantially his
          required duties for a period of four (4) consecutive months or for any
          aggregate  period of six (6) months in any twelve (12) month period. A
          termination  of  the  Executive's   employment  by  the  Employer  for
          disability  shall be  communicated  to the Executive by written notice
          and shall be effective on the tenth (10th)  business day after receipt
          of such  notice by the  Executive,  unless  the  Executive  returns to
          full-time  performance of his duties before such tenth (10th) business
          day.

     (b)  Cause.  On the date the Board  provides  the  Executive  with  written
          notice that he is being  terminated  for "cause." For purposes of this
          Agreement,  the Executive shall be deemed  terminated for cause if the
          Employer terminates the Executive after the Executive:

          (i)  shall have been  indicted  (or the  equivalent  thereof)  for any
               felony or any other act involving fraud, theft, misappropriation,
               dishonesty, or embezzlement; or

          (ii) shall  have  committed   intentional   acts  of  misconduct  that
               materially  impair the  goodwill or  business of the  Employer or
               cause material damage to its property, goodwill, or business; or

          (iii)shall  have  refused  to, or  willfully  failed to,  perform  his
               material duties hereunder; provided, however, that no termination
               under  this  subparagraph  (iii)  shall be  effective  unless the
               Executive does not cure such refusal or failure to the Employer's
               reasonable satisfaction as soon as practicable after the Employer
               gives the Executive  written notice  identifying  such refusal or
               failure  (and,  in any event,  within  thirty (30)  calendar days
               after receipt of such written notice).


No act or  failure  to act on the  part of the  Executive  shall  be  considered
"willful"  unless it is done,  or omitted to be done,  by the  Executive  in bad
faith or without  reasonable  belief that his action or omission was in the best
interests of the Employer. A termination of the Executive's employment for Cause
shall be effected in accordance with the following  procedures.  The Board shall
give the Executive  written notice  ("Notice of  Termination  for Cause") of its
intention to terminate the  Executive's  employment for Cause,  setting forth in
reasonable  detail the specific  conduct of the  Executive  that it considers to
constitute  Cause and the specific  provision(s)  of this  Agreement on which it
relies, and stating the date, time and place of the Board Meeting for Cause. The
"Board Meeting for Cause" means a meeting of the Board at which the  Executive's
termination  for Cause will be  considered,  that takes  place not less than ten
(10) and not more than twenty (20) business  days after the  Executive  receives
the  Notice  of  Termination  for  Cause.   The  Executive  shall  be  given  an
opportunity,  together with counsel, to be heard at the Board Meeting for Cause.
The  Executive's  termination  for  Cause  shall  be  effective  when  and  if a
resolution  is duly  adopted  at the Board  Meeting  for  Cause by a  two-thirds
majority  vote of the entire  membership  of the Board,  excluding the Executive
from the count of such membership, stating that in the good faith opinion of the
Board,  the  Executive  is  guilty of the  conduct  described  in the  Notice of
Termination  for  Cause,  and that such  conduct  constitutes  Cause  under this
Agreement.

     (c)  On the date the Executive terminates his employment for "Good Reason."
          For purposes of this Agreement, "Good Reason" means:

          (i)  the  assignment  to  the  Executive  of  any  duties   materially
               inconsistent  in any respect with Paragraph 2 of this  Agreement,
               or any other action by the Employer  that results in a diminution
               in   the    Executive's    position,    authority,    duties   or
               responsibilities,  other  than  an  isolated,  insubstantial  and
               inadvertent action that is not taken in bad faith and is remedied
               by  the  Employer  after  receipt  of  notice  thereof  from  the
               Executive;

          (ii) any requirement by the Employer that the Executive's  services be
               rendered  primarily at a location or locations  other than within
               the  greater  Chicago  metropolitan  area and for other than a de
               minimis period of time;

          (iii)any  voluntary  termination  by the  Executive  upon a Change  in
               Control,  as such term is  defined in the  Executive's  Severance
               Protection Agreement; or

          (iv) any breach of this Agreement by the Employer that is not remedied
               by the Employer  within five (5) business  days after  receipt of
               notice thereof from the Executive,  or as soon  thereafter as may
               be commercially practicable.

A  termination  of  employment  by  the  Executive  for  Good  Reason  shall  be
effectuated by giving the Employer  written notice  ("Notice of Termination  for
Good  Reason")  of  the  termination  within  three  (3)  months  of  the  event
constituting  Good Reason (six (6) months in the event of a Change in  Control),
setting  forth in  reasonable  detail the specific  conduct of the Employer that
constitutes  Good Reason and the specific  provisions of this Agreement on which
Executive  relies.  A termination of employment by the Executive for Good Reason
shall be effective on the fifth (5th)  business day  following the date when the
Notice of Termination  for Good Reason is given,  unless the notice sets forth a
later date (which date shall in no event be later than thirty (30) business days
after the notice is given).

     (d)  Without Cause.  On the date the Employer  terminates  the  Executive's
          employment for any reason,  other than a reason otherwise set forth in
          this  Paragraph 6, provided that the Employer shall give the Executive
          sixty (60) days written  notice prior to such date of its intention to
          terminate such employment.

     (e)  Resignation.  On the date the Executive  terminates his employment for
          any reason,  other than a reason otherwise set forth in this Paragraph
          6, provided that the Executive shall give the Employer sixty (60) days
          written  notice prior to such date of his intention to terminate  this
          Agreement.

7. Compensation Upon Termination.

     (a)  Termination  Payment.  If  the  Executive's  services  are  terminated
          pursuant  to  Paragraph 6(a),  6(b) or 6(e),  the  Executive  shall be
          entitled  to  his  Base  Salary  through  his  final  date  of  active
          employment  plus any accrued but unused  vacation  pay. The  Executive
          also shall be entitled to any benefits mandated under the Consolidated
          Omnibus  Budget  Reconciliation  Act of 1985 (COBRA) or required under
          the terms of any death, insurance, or retirement plan, or stock option
          program  or  agreement,  provided  by the  Employer  and to which  the
          Executive  is a party  or in which  the  Executive  is a  participant,
          including,  but not limited to, any short-term or long-term disability
          plan or program, if applicable.

     (b)  Severance  Payment.  Except as  otherwise  provided in this  Paragraph
          7(b), if the Executive's services are terminated pursuant to Paragraph
          6(c) or 6(d),  the  Executive  shall be  entitled  to his Base  Salary
          through  his final date of active  employment,  plus any  accrued  but
          unused  vacation  pay.  The  Executive  also  shall be  entitled  to a
          severance  amount  equal to the sum of (i) two times the Base  Salary,
          plus  (ii)  one  times  the  performance  bonus,  if any,  paid to the
          Executive  for  the  most  recently   completed  calendar  year.  Such
          severance  payment shall be payable to the Executive over  twenty-four
          (24)  months  following  the  date of  termination,  provided  (a) the
          Executive  signs an agreement that waives any rights the Executive may
          otherwise  have against the  Employer  and releases the Employer  from
          actions, suits, claims,  proceedings and demands related to the period
          of  employment  and/or  the  termination  of  employment,  and (b) the
          Employer  shall be  permitted  to offset  from the  severance  payment
          hereunder any salary paid to the  Executive  during the sixty (60) day
          written notice period, if the Employer, in its discretion, directs the
          Executive to perform no  substantial  services  during such sixty (60)
          day  written  notice  period.  Additionally,  the  Executive  shall be
          entitled  to any  benefits  mandated  under the  Consolidated  Omnibus
          Budget  Reconciliation Act of 1985 (COBRA) or required under the terms
          of any death,  insurance,  or retirement plan, or stock option program
          or agreement, provided by the Employer and to which the Executive is a
          party or in which the Executive is a participant. Any payments made to
          the Executive  under the foregoing  provisions of this  Paragraph 7(b)
          shall,  if employment  is terminated  within twelve (12) months of the
          Effective Date, be reduced by any wages and/or  compensation earned by
          the  Executive  through his  performance  of  substantially  full-time
          employment during the duration of such twenty-four (24) month period.

     (c)  Change  In  Control  Payment.  The  Executive  shall be a party to the
          Employer's Severance Protection  Agreement,  which shall supersede the
          provisions of Paragraph 7(b)  and entitle the Executive to a severance
          payment  upon a Change in Control,  as defined  therein  (except for a
          severance payment under  Paragraph 6(c)(iii),  which shall be governed
          solely by the provisions of  Paragraph 7(b)).  A copy of the Severance
          Protection Agreement is attached hereto as Exhibit C.

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.  In
          addition, the Executive has informed the Employer of, and provided the
          Employer  with  copies  of,  any   non-competition,   confidentiality,
          work-for-hire or similar  agreements to which the Executive is subject
          or 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  6(b) or 6(e),  or (ii) one year  following  the date of the
          last payment  provided for under  Paragraph  7(b),  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:

          (i)  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

          (ii) 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 then 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
               then current  employees (or an individual  who was employed by or
               engaged  by  the  Employer   during  the  year   preceding   such
               solicitation)  to terminate  employment or an engagement with the
               Employer,  nor  agree to hire any then  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; or

          (iii)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

          (iv) 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 8(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.

     (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") made, conceived or completed 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. The
          Executive  recognizes and agrees that he has no expectation of privacy
          with  respect  to the  Employer's  telecommunications,  networking  or
          information processing systems (including,  without limitation, stored
          computer  files,  email  messages  and  voice  messages)  and that the
          Executive's  activity  and any  files or  messages  on or using any of
          those systems may be monitored at any time without notice.

     (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  8(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)  The  Employer  does  not  wish  to   incorporate   any  unlicensed  or
          unauthorized  material  into its  products or services or those of its
          subsidiaries.  Therefore,  the  Executive  agrees  that  he  will  not
          knowingly disclose to the Employer, use in the Employer's business, or
          cause the  Employer  to use,  any  information  or  material  which is
          confidential  or  proprietary  to any third party  including,  but not
          limited  to, any former  employer,  competitor  or client,  unless the
          Employer  has a  right  to  receive  and  use  such  information.  The
          Executive  will not  incorporate  into his work any material  which is
          subject to the copyrights of any third party unless the Employer has a
          written  agreement with such third party or otherwise has the right to
          receive and use such information.

     (n)  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.

9. Notices. Any and all notices required in connection with this Agreement shall
be deemed adequately given only if in writing and (a) personally  delivered,  or
sent by first class,  registered  or certified  mail,  postage  prepaid,  return
receipt requested,  or by recognized  overnight courier,  (b) sent by facsimile,
provided  a hard copy is mailed on that date to the party for whom such  notices
are intended,  or (c) sent by other means at least as fast and reliable as first
class mail. A written notice shall be deemed to have been given to the recipient
party  on the  earlier  of (a) the date it shall  be  delivered  to the  address
required by this Agreement; (b) the date delivery shall have been refused at the
address required by this Agreement;  (c) with respect to notices sent by mail or
overnight courier, the date as of which the Postal Service or overnight courier,
as the case may be, shall have indicated such notice to be  undeliverable at the
address required by this Agreement; or (d) with respect to a facsimile, the date
on which the  facsimile is sent and receipt of which is  confirmed.  Any and all
notices referred to in this Agreement,  or which either party desires to give to
the other, shall be addressed to his residence in the case of the Executive,  or
to its principal office in the case of the Employer.

10.  Waiver of Breach.  A waiver by the Employer of a breach of any provision of
this Agreement by the Executive shall not operate or be construed as a waiver or
estoppel of any  subsequent  breach by the  Executive.  No waiver shall be valid
unless in writing and signed by an authorized officer of the Employer.

11. Assignment.  The Executive  acknowledges that the services to be rendered by
him are unique and  personal.  Accordingly,  the Executive may not assign any of
his rights or delegate any of his duties or  obligations  under this  Agreement.
The rights and  obligations of the Employer under this Agreement  shall inure to
the  benefit  of and shall be binding  upon the  successors  and  assigns of the
Employer.

12. Entire  Agreement.  This Agreement sets forth the entire and final agreement
and understanding of the parties and contains all of the agreements made between
the parties with respect to the subject matter hereof. This Agreement supersedes
any and all other  agreements,  either oral or in  writing,  between the parties
hereto,  with respect to the subject matter hereof. No change or modification of
this  Agreement  shall be valid unless in writing and signed by the Employer and
the Executive.

13.  Severability.  If any provision of this Agreement shall be found invalid or
unenforceable  for any reason, in whole or in part, then such provision shall be
deemed  modified,  restricted,  or  reformulated 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, restricted, or
reformulated  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  those  restrictions  in this  Agreement  that,  once
modified,  will result in an agreement that is enforceable to the maximum extent
permitted by the law in existence at the time of the requested enforcement.

14.  Headings.  The headings in this Agreement are inserted for convenience only
and are not to be considered a construction of the provisions hereof.

15.  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.

16.  Recitals.  The recitals to this  Agreement  are  incorporated  herein as an
integral part hereof and shall be considered  as  substantive  and not precatory
language.

17. Arbitration. Any controversy, claim or dispute arising out of or relating to
the  Executive's  employment or termination  of  employment,  whether or not the
controversy,  claim or dispute  arises  under  this  Agreement  (other  than any
controversy , claim or dispute  arising under  Paragraph 8) shall be resolved by
arbitration  in  accordance  with  the  National  Rules  for the  Resolution  of
Employment Disputes ("Rules") of the American Arbitration  Association through a
single  arbitrator  selected in accordance  with the Rules.  The decision of the
arbitrator  shall  be  rendered  within  thirty  (30)  days of the  close of the
arbitration  hearing and shall include written  findings of fact and conclusions
of law  reflecting  the  appropriate  substantive  law.  Judgment upon the award
rendered  by the  arbitrator  may be  entered in any court  having  jurisdiction
thereof  in the  State  of  Illinois.  In  reaching  his or  her  decision,  the
arbitrator  shall have no  authority  (a) to authorize or require the parties to
engage in discovery  (provided,  however,  that the  arbitrator may schedule the
time by which the parties must  exchange  copies of the exhibits  that,  and the
names of the witnesses whom, the parties intend to present at the hearing),  (b)
to interpret or enforce  Paragraph 8 of the  Agreement  (for which  Paragraph 19
shall  provide  the sole and  exclusive  venue),  (c) to change  or  modify  any
provision of this Agreement,  (d) to base any part of his or her decision on the
common law  principle  of  constructive  termination,  or (e) to award  punitive
damages or any other  damages not  measured  by the  prevailing  party's  actual
damages and may not make any  ruling,  finding or award that does not conform to
this  Agreement.  Each party shall bear all of his or its own legal fees,  costs
and expenses of arbitration and one-half (1/2) of the costs of the arbitrator.

18. Indemnification. To the fullest extent permitted by law, the Employer agrees
to indemnify the Executive against,  and to hold the Executive harmless from any
and all claims, lawsuits,  losses, damages,  assessments,  penalties,  expenses,
costs and liabilities of any kind or nature, including without limitation, court
costs and attorneys'  fees, which the Executive may sustain directly as a result
of, or in connection  with, any act or omission by the Employer or its employees
or any suit or other  proceeding  brought by a third  party  (including  but not
limited to governmental or regulatory agencies or bodies) in connection with the
foregoing or in connection  with any act or omission of the  Executive  while he
was  employed  or  served as an  officer  or  director  of the  Employer  or any
wholly-owned  subsidiary  thereof,  unless such claim,  lawsuit,  loss,  damage,
assessment, penalty, expense, cost or liability is the result of the Executive's
gross negligence or willful misconduct.

19.  Governing  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, as to Paragraph 8, the Executive 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. The Executive further agrees that the sole and exclusive venue
for any suit arising out of, or seeking to enforce,  the terms of Paragraph 8 of
this Agreement shall be in a state or federal court of competent  subject matter
jurisdiction  situated in Cook  County,  Illinois.  In addition,  the  Executive
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 Employer in any such
court is in the improper  venue or should be  transferred  to a more  convenient
forum.


IN WITNESS  WHEREOF,  the parties  have set their  signatures  on the date first
written above.



EMPLOYER:                              RICHARD P. DISTASIO:
USF CORPORATION,
A Delaware corporation

/s/ Neil A. Springer                   /s/ Richard P. DiStasio
-----------------------                -------------------------
By: Neil A. Springer
Its: Lead Director


<page>
                                    EXHIBIT A

                                 USF CORPORATION
                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS  AGREEMENT is made  effective  September 15, 2003 (the "Grant  Date"),
between USF Corporation,  a Delaware corporation (the "Company"), and Richard P.
DiStasio (the "Optionee").

     WHEREAS, in accordance with the terms of that certain Employment  Agreement
as executed by and between  the Company and the  Optionee  effective  August 21,
2003 (the "Employment Agreement"),  the Company desires to grant to the Optionee
an option to purchase  shares of its common capital stock (the  "Shares")  under
the Company's Long-Term Incentive Plan (the "Plan"); and

     WHEREAS,  the Company and the Optionee  understand and agree that any terms
used herein have the same meanings as in the Plan (the Optionee  being  referred
to in the Plan as a "Participant").

     NOW, THEREFORE,  in consideration of the following mutual covenants and for
other good and valuable consideration, the parties agree as follows:

1.   GRANT OF OPTION

     The Company  grants to the Optionee the right and Option to purchase all or
     any part of an aggregate of 100,000  Shares (the "Option") on the terms and
     conditions and subject to all the  limitations  set forth herein and in the
     Plan, which is incorporated herein by reference.  The Optionee acknowledges
     receipt of a copy of the Plan and acknowledges that the definitive  records
     pertaining to the grant of this Option,  and exercises of rights hereunder,
     shall be retained by the Company.  The Option granted herein is intended to
     be a Nonstatutory Option as defined in the Plan.

2.   PURCHASE PRICE

     The purchase  price of the Shares  subject to the Option shall be _____ per
     Share, the fair market value of a Share as of the Grant Date.

3.   EXERCISE OF OPTION

     Subject to the Plan and this Agreement,  the Option shall be exercisable as
     follows:

                               EXERCISE PERIOD

     No. of
     Shares          Commencement Date               Expiration Date
     ------    -----------------------------    ------------------------------

     20,000    1st Anniversary of Grant Date    10th Anniversary of Grant Date

     20,000    2nd Anniversary of Grant Date    10th Anniversary of Grant Date

     20,000    3rd Anniversary of Grant Date    10th Anniversary of Grant Date

     20,000    4th Anniversary of Grant Date    10th Anniversary of Grant Date

     20,000    5th Anniversary of Grant Date    10th Anniversary of Grant Date


     Notwithstanding the foregoing, if the Optionee's services are terminated by
     the Company  (without  "cause,"  as such term is defined in the  Employment
     Agreement)  within six (6) months  following  a Change in  Control,  or the
     Optionee  voluntarily  terminates  his  employment  within  six (6)  months
     following a Change in Control,  all Shares,  whether or not  exercisable in
     accordance  with the  Schedule set forth  above,  shall become  immediately
     exercisable. For purposes of this Agreement, a "Change in Control" shall be
     as defined in Exhibit C of the Employment Agreement.

4.   ISSUANCE OF STOCK

     The Option may be  exercised  in whole or in part (to the extent that it is
     exercisable in accordance  with its terms) by giving written notice (or any
     other approved form of notice) to the Company. Such written notice shall be
     signed by the  person  exercising  the  Option,  shall  state the number of
     Shares with respect to which the Option is being  exercised,  shall contain
     the  warranty,  if any,  required  under the Plan and shall  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,  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,
     and shall otherwise  comply with the terms and conditions of this Agreement
     and the Plan. On the date  specified in such written notice (which date may
     be extended by the Company if any law or regulation requires the Company to
     take any action with respect to the Shares prior to the issuance  thereof),
     the Company  shall accept  payment for the Shares and shall  deliver to the
     Optionee an appropriate  certificate or  certificates  for the Shares as to
     which the Option was exercised.

     The Option  price of any Shares shall be payable at the time of exercise as
     determined by the Company either:

     (a)  in cash, by certified check or bank check, or by wire transfer; or

     (b)  in whole shares of the Company's common stock, provided, however, that
          (i) 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,  (ii) if the  Optionee is
          subject to the reporting  requirements of Section 16 of the Securities
          Exchange Act of 1934, as amended from time to time, and if 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 (iii) such shares were owned by the  Optionee  for six
          (6) or more months prior to the exercise of the Option hereunder; or

     (c)  through  the  delivery  of  cash  or  the  extension  of  credit  by a
          broker-dealer to whom the Optionee has submitted notice of exercise or
          otherwise  indicated  an intent  to  exercise  an Option (a  so-called
          "cashless"  exercise),  but  only to the  extent  that  the  Company's
          corporate counsel has determined that such a "cashless"  exercise is a
          permissible method of exercise for the Optionee under Section 13(k) of
          the Securities Exchange Act of 1934, as amended; or

     (d)  in any combination of (a), (b), or (c) above.

     The fair market value of the stock to be applied  toward the purchase price
     shall be  determined  as of the date of  exercise of the Option in a manner
     consistent with the  determination of fair market value with respect to the
     grant  of  an  Option  under  the  Plan.  Any  certificate  for  shares  of
     outstanding  stock of the Company used to pay the  purchase  price shall be
     accompanied  by a stock  power  duly  endorsed  in blank by the  registered
     holder  of the  certificate,  with  signature  guaranteed  in the event the
     certificate  shall also be accompanied by instructions from the Optionee to
     the Company's  transfer agent with respect to disposition of the balance of
     the shares covered thereby.

     The Company shall pay all original issue taxes with respect to the issuance
     of Shares  pursuant  hereto  and all other  fees and  expenses  necessarily
     incurred by the Company in connection therewith.  The holder of this Option
     shall have the rights of a  stockholder  only with  respect to those Shares
     covered by the Option which have been  registered  in the holder's  name in
     the share register of the Company upon the due exercise of the Option.

5.   NON-ASSIGNABILITY

     This  Option  shall  not be  transferable  by the  Optionee  and  shall  be
     exercisable only by the Optionee, except as the Plan may otherwise provide.

6.   NOTICES

     Any notices  required or  permitted  by the terms of this  Agreement or the
     Plan  shall  be given by  registered  or  certified  mail,  return  receipt
     requested, addressed as follows:

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

            To the Optionee:  Richard P. DiStasio
                              715 North Prospect
                              Park Ridge, IL  60068

     or to such other  address or  addresses  of which notice in the same manner
     has  previously  been given.  Any such notice  shall be deemed to have been
     given when mailed in accordance with the foregoing provisions.

7.   GOVERNING LAW

     This Agreement  shall be construed and enforced in accordance with the laws
     of the State of Illinois.

8.   BINDING EFFECT

     This  Agreement  shall  (subject to the  provisions of Section 5 hereof) be
     binding upon the heirs, executors,  administrators,  successors and assigns
     of the parties hereto.

     IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement
to be executed on their behalf, by their duly authorized representatives, all on
the day and year first above written.

COMPANY:                                   OPTIONEE:
USF CORPORATION
By:
   -----------------------------           -------------------------
Its:
   -----------------------------

<page>
                                    EXHIBIT B

                                 USF CORPORATION
                        restricted STOCK GRANT AGREEMENT

     THIS  AGREEMENT is made  effective  September  15, 2003 (the "Grant  Date")
between USF Corporation,  a Delaware corporation (the "Company"), and Richard P.
DiStasio  (the  "Recipient').

     WHEREAS, in accordance with the terms of that certain Employment  Agreement
as executed by and between the Company and the Recipient  effective of even date
herewith  (the  "Employment  Agreement"),  the  Company  desires to grant to the
Recipient  certain  shares  (the  "Shares")  of its  common  capital  stock (the
"Stock"); and

     WHEREAS,  such Shares are not being  issued under the  Company's  Long-Term
Incentive  Plan (the "Plan") but the Company and the  Recipient  understand  and
agree that any terms used herein  have the same  meanings as if such Shares were
granted as restricted  stock under the Plan (the Recipient  being referred to in
the Plan as a "Participant").

     NOW, THEREFORE,  in consideration of the following mutual covenants and for
other good and valuable consideration, the parties agree as follows:

1.   GRANT OF RESTRICTED STOCK

     The Company  hereby  grants to the  Recipient  _____ Shares of Stock on the
     terms and  conditions and subject to all the  limitations  set forth herein
     and in the Plan, which is incorporated  herein by reference.  The Recipient
     acknowledges  receipt of a copy of the Plan.  The Company and the Recipient
     acknowledge  that the number of Shares of Stock  granted  hereunder  equals
     $600,000  of Stock  (rounded up to the  nearest  whole  Share) on the Grant
     Date.

2.   PURCHASE PRICE

     The  purchase  price of the Stock  shall be deemed to be zero  Dollars  per
     Share. The foregoing notwithstanding,  the Recipient shall not, without the
     consent of the Company,  make any election  under Section 83(b) of the Code
     to recognize income at the date of grant.

3.   CERTIFICATES AND SHAREHOLDER RIGHTS

     The Company's  Transfer Agent and Registrar shall prepare and issue a stock
     certificate in the Recipient's  name  representing the Shares of Stock that
     the  Recipient  has  been  granted.  From and  after  the  issuance  of the
     certificate,  the  Recipient  shall be the holder of record with respect to
     the Stock. The Company shall take such actions as are necessary to register
     the Shares under the applicable  securities laws on or before the date such
     Shares cease to be subject to the restrictions described in Paragraph 4.

4.   RESTRICTIONS AND VESTING

     (a)  Until the passage of the time periods or the  occurrence of the events
          specified  in  Paragraph  4(b) below,  the  Recipient  shall not sell,
          transfer,  convey, pledge,  encumber, or otherwise dispose of all or a
          portion of any interest in the Stock.

     (b)  Subject to this Agreement,  the restrictions  hereunder shall lapse on
          the first to occur of the  following  dates or  events,  whichever  is
          applicable:


     (i)  Total Number of Shares        Date Restrictions Lapse
              ________                  Second anniversary of the Grant Date

     (ii) Total Number of Shares        Event on Which Restrictions Lapse
              ________                  Recipient's  Death or  Disability  as
                                        defined in the Plan

                                        Termination by the Company  without
                                        "Cause" or by the Executive  for "Good
                                        Reason,"  as each is defined in  the
                                        Employment Agreement

                                        Occurrence  of a Change in  Control,
                                        as  defined  in Exhibit C to the
                                        Employment Agreement

     Except as  provided  above,  any Stock the  restrictions  on which have not
     lapsed upon the  Recipient's  termination of employment  shall be forfeited
     immediately and this statement shall constitute the written notice required
     under the Plan of such forfeiture.

5.   DIVIDENDS

     From and after the date the Recipient  acquires the Shares, and is issued a
     certificate or certificates,  the Recipient shall be entitled, with respect
     to the  Recipient's  Shares  of Stock,  to any  dividends  declared  by the
     Company on its Shares of Common Stock and paid in the form of cash or other
     property.

6.   RELEASE OF RESTRICTIONS

     Cash  dividends  paid with  respect to Shares of Stock shall be paid to the
     Recipient.  In the case of dividends declared by the Company and payable in
     the form of Common  Stock or other  securities  of the  Company,  then such
     securities  shall be  subject to the terms and  conditions  of the Plan and
     this Agreement,  shall be represented by certificates issued in the name of
     the  Recipient  but  shall  be  subject  to the  restrictions  and  vesting
     schedules   specified  in  Paragraph  4,  provided  that  the  restrictions
     applicable to securities issued as a dividend on certain Shares shall lapse
     concurrently with the restrictions on the underlying Shares.

7.   RELEASE OF RESTRICTIONS

     At such time as the  restrictions  on the Shares of Stock lapse, or as soon
     thereafter as may be practicable,  the restrictive  legend shall be removed
     from the certificate or certificates.

8.   WITHHOLDING

     The  Company  shall  have the power and  right to  deduct or  withhold,  or
     require the  Recipient 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 made  under or as a result of this  Agreement.  In the
     alternative,  the  Recipient  may elect,  subject to Company  approval,  to
     satisfy  the  withholding  requirement  in whole or in part,  by having the
     Company  withhold  Shares  that  would  otherwise  be  transferred  to  the
     Recipient  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
     Recipient.

9.   NOTICES

     Any notices  required or  permitted  by the terms of this  Agreement or the
     Plan  shall  be given by  registered  or  certified  mail,  return  receipt
     requested, addressed as follows:

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

             To the Recipient: Richard P. DiStasio
                               715 North Prospect
                               Park Ridge, IL  60068

     or to such other  address or  addresses  of which notice in the same manner
     has  previously  been given.  Any such notice  shall be deemed to have been
     given when mailed in accordance with the foregoing provisions.

10.  GOVERNING LAW

     This Agreement  shall be construed and enforced in accordance with the laws
     of the State of Illinois.

11.  BINDING EFFECT

     This Agreement shall be binding upon the heirs, executors,  administrators,
     successors and assigns of the parties hereto.


     IN  WITNESS  WHEREOF,  the  Company  and the  Recipient  have  caused  this
Agreement to be executed on its and his behalf  effective the day and year first
above written.

COMPANY:                                   RECIPIENT:
USF CORPORATION
By:
   -----------------------------           -------------------------
Its:
   -----------------------------

<page>
                                    EXHIBIT C

                                 USF CORPORATION
                         SEVERANCE PROTECTION AGREEMENT



     THIS  AGREEMENT (the  "Agreement")  is made as of September 15, 2003 by and
between USF Corporation,  a Delaware corporation (the "Company"), and Richard P.
DiStasio (the "Executive").

                                    RECITALS

A. The Board  recognizes  that the possibility of a Change in Control exists and
that the threat or the  occurrence  of a Change in Control can  distract its key
management personnel because of the uncertainties inherent in such a situation.

B The Board has determined  that it is essential and in the best interest of the
Company and its  stockholders  to retain the  services of the  Executive  in the
event of a threat  or  occurrence  of a Change  in  Control  and to  ensure  his
continued dedication and efforts in such event.

C. In order to induce the Executive to remain in the employ of the Company,  the
Company  desires to enter into this  Agreement with the Executive to provide the
Executive  with certain  benefits in the event his employment is terminated as a
result of, or in connection with, a Change in Control.

     NOW,  THEREFORE,  in  consideration  of the  respective  agreements  of the
parties contained herein, the parties agree as follows:

1. Term of Agreement. This Agreement shall commence as of September 15, 2003 and
shall  continue in effect  until  December 31,  2004;  provided,  however,  that
commencing on January 1, 2005 and on each January 1 thereafter, the term of this
Agreement  shall  automatically  be extended for one (1) year unless  either the
Company or the Executive  shall have given written  notice to the other at least
ninety (90) days prior thereto that the term of this  Agreement  shall not be so
extended;  and provided,  further,  that  notwithstanding any such notice by the
Company  not to  extend,  if a Change in  Control  shall  occur  during the term
hereof,  the term of this Agreement  shall not expire prior to the expiration of
twenty-four   (24)  months  after  the   occurrence  of  a  Change  in  Control.
Notwithstanding  anything in this  Paragraph 1  to the contrary,  this Agreement
shall terminate prior to any date set forth above,  and shall be considered null
and void, if termination is necessary for a business  combination  involving the
Company to be accounted for as a pooling-of-interests under APB Opinion No. 16.

2. Definitions.

2.1. "Accrued Compensation" shall mean all amounts earned or accrued through the
Termination  Date, but not paid as of the Termination Date,  including  (a) base
salary,  (b) reimbursement for reasonable and necessary expenses incurred by the
Executive on behalf of the Company  during the period ending on the  Termination
Date,  (c) vacation pay, and (d) bonuses and other incentive compensation (other
than the Pro Rata Bonus).

2.2. "Act" shall mean the Securities Exchange Act of 1934, as amended.

2.3. "Base Amount" shall mean the greater of the Executive's  annual base salary
(a) at the rate in effect on the Termination  Date or (b) at the highest rate in
effect at any time  during  the ninety  (90) day  period  prior to the Change in
Control,  and shall  include all  amounts of his base  salary that are  deferred
under any qualified or non-qualified employee benefit plan of the Company or any
other agreement or arrangement.

2.4. "Board" shall mean the Board of Directors of the Company.

2.5.  "Bonus Amount" shall mean the  Executive's  target bonus as established by
the Company for the fiscal year in which the Change of Control occurs.

2.6.  Termination  of  employment  is for  "Cause"  if the  Executive  has  been
convicted of a felony or the termination is evidenced by a resolution adopted in
good faith by two-thirds  of the Board that the Executive  (a) failed to perform
his reasonably  assigned duties with the Company (other than a failure resulting
from the  Executive's  incapacity  due to physical or mental illness or from the
Executive's  assignment  of duties that would  constitute  Good  Reason),  which
failure  continued  for a period of at least  thirty  (30) days  after a written
notice of demand for performance had been delivered to the Executive  specifying
the manner in which the  Executive had failed to perform,  or (b)  intentionally
engaged in conduct that is demonstrably and materially injurious to the Company;
provided,  however,  that no termination of the Executive's  employment shall be
for Cause as set  forth in clause  (b)  above  until (i) there  shall  have been
delivered to the  Executive a written  notice  setting  forth that the Executive
committed  the conduct set forth in clause (b) and  specifying  the  particulars
thereof  in  detail,  and  (ii)  the  Executive  shall  have  been  provided  an
opportunity  to be heard in  person by the Board  (with  the  assistance  of the
Executive's counsel if the Executive so desires).

2.7.  "Change in  Control"  shall mean the  occurrence  of any of the  following
events:

(a)  any person (as such term is  defined  in  Section 3  of the Act and used in
     Rule  13d-5 of the SEC under the Act) or group (as such term is  defined in
     Section 13(d) of the Act),  other than a Subsidiary or any employee benefit
     plan (or any  related  trust) of the Company or a  Subsidiary,  becomes the
     beneficial  owner of twenty-five  percent (25%) or more of the common stock
     of the Company or of Voting  Securities  representing  twenty-five  percent
     (25%) or more of the combined voting power of all Voting  Securities of the
     Company;

(b)  individuals  who,  as of the  Effective  Date,  constitute  the Board  (the
     "Incumbent  Directors")  cease  for any  reason  to  constitute  at least a
     majority of the Board;  provided that any individual who becomes a director
     after the Effective Date whose election,  or nomination for election by the
     Company's  stockholders,  was  approved by a vote or written  consent of at
     least  two-thirds of the directors then comprising the Incumbent  Directors
     shall be considered an Incumbent Director, but excluding, for this purpose,
     any such  individual  whose  initial  assumption of office is in connection
     with an actual or threatened  election  contest relating to the election of
     the  directors of the Company (as such terms are used in Rule 14a-11 of the
     SEC under the Act); or

(c)  approval by the stockholders of the Company of any of the following:

     (i)  a merger,  reorganization or consolidation  ("Merger") with respect to
          which the individuals and entities who were the respective  beneficial
          owners of the Voting Securities of the Company immediately before such
          Merger do not,  after  such  Merger,  beneficially  own,  directly  or
          indirectly,  more  than  seventy-five  percent  (75%)  of  the  Voting
          Securities of the corporation resulting from such Merger, or

     (ii) the  sale or  other  disposition  of all or  substantially  all of the
          assets of the Company.

Clauses (a), (b) and (c) of this definition notwithstanding, a Change in Control
shall not occur if the Executive is, by written  agreement  executed before such
Change in Control, a participant on such Executive's own behalf in a transaction
in  which,  pursuant  to the  written  agreement,  the  Executive  has an equity
interest in the resulting  entity or a right to acquire such an equity interest.
2.8.  "Disability"  shall mean a physical or mental  condition  that impairs the
Executive's  ability to substantially  perform his duties with the Company for a
period of one hundred eighty (180)  consecutive  days and, as a result of which,
the Executive has not returned to employment  prior to the  Termination  Date as
stated in the Notice of Termination.

2.9. "Effective Date" shall mean the date on which this Agreement is executed.

2.10.  "Good Reason" shall mean the occurrence  after a Change in Control of any
of the events or conditions described in paragraphs (a) through (h) hereof:

(a)  a change in the Executive's  status,  title,  position or  responsibilities
     (including reporting responsibilities) which, in the Executive's reasonable
     judgment,  represents an adverse change from his status, title, position or
     responsibilities as in effect at any time within ninety (90) days preceding
     the date of a Change in Control or at any time  thereafter;  the assignment
     to  the  Executive  of  any  duties  or  responsibilities   which,  in  the
     Executive's  reasonable judgment,  are inconsistent with his status, title,
     position or  responsibilities  as in effect at any time within  ninety (90)
     days  preceding the date of a Change in Control or at any time  thereafter;
     or any removal of the Executive from or failure to reappoint or reelect him
     to any of such positions,  except in connection with the termination of his
     employment  for  Disability,  Cause,  as a result of his  death,  or by the
     Executive other than for Good Reason;

(b)  a  reduction  in the  Executive's  base  salary or any  failure  to pay the
     Executive any  compensation or benefits to which he is entitled within five
     (5) days of the date due;

(c)  the  Company's  requiring  the Executive to be based at any place outside a
     40-mile  radius of the  location of the  Company's  corporate  headquarters
     immediately prior to the Change of Control,  except for reasonably required
     travel that is not materially  greater than such travel  requirements prior
     to the Change in Control;

(d)  the failure by the Company to (1) continue in effect (without  reduction in
     benefit levels and/or reward  opportunities)  any material  compensation or
     employee benefit plan in which the Executive was  participating at any time
     within ninety (90) days preceding the date of a Change in Control or at any
     time  thereafter,  unless such plan is replaced  with a plan that  provides
     substantially  equivalent  compensation  or  benefits to the  Executive  or
     (2) provide the Executive with compensation and benefits, in the aggregate,
     at least equal (in terms of benefit levels and/or reward  opportunities) to
     those  provided for under each other  employee  benefit  plan,  program and
     practice in which the Executive was participating at any time within ninety
     (90)  days  preceding  the  date of a  Change  in  Control  or at any  time
     thereafter;

(e)  the  insolvency  or the filing (by any party,  including  the Company) of a
     petition for  bankruptcy  of the Company,  which  petition is not dismissed
     within sixty (60) days;

(f)  any material breach by the Company of any provision of this Agreement;

(g)  any purported  termination of the  Executive's  employment for Cause by the
     Company which does not comply with the terms of Section 2.6; or

(h)  the  failure of the  Company to obtain an  agreement,  satisfactory  to the
     Executive,  from any  Successors and Assigns to assume and agree to perform
     this Agreement.

Any event or condition described in this Section 2.10(a) through (h) that occurs
prior to a Change in Control,  but which the Executive  reasonably  demonstrates
(1) was at the request of a third party,  or  (2) otherwise  arose in connection
with, or in  anticipation  of, a Change in Control that actually  occurs,  shall
constitute  Good Reason for purposes of this Agreement  notwithstanding  that it
occurred prior to the Change in Control.  2.11.  "Notice of  Termination"  shall
mean,  following a Change in Control,  a written  notice of  termination  of the
Executive's  employment  from the Company that  indicates,  if  applicable,  the
specific termination provision in this Agreement relied upon and that sets forth
in reasonable detail the facts and circumstances  claimed to provide a basis for
termination of the Executive's employment under the provisions so indicated.

2.12. "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount multiplied
by a fraction  the  numerator  of which is the number of days in the fiscal year
through  the  Termination  Date and the  denominator  of which is three  hundred
sixty-five (365).

2.13. "SEC" shall mean the Securities and Exchange Commission.

2.14.  "Subsidiary" shall mean a corporation in which greater than fifty percent
(50%) of the shares are  owned,  directly  or  indirectly,  by the  Company or a
subsidiary of the Company.

2.15.  "Successors  and  Assigns"  shall  mean a  corporation  or  other  entity
acquiring all or  substantially  all the stock,  assets  and/or  business of the
Company whether by operation of law or otherwise.

2.16.  "Termination  Date" shall mean in the case of the Executive's  death, his
date of death; in the case of Good Reason,  the last day of his employment;  and
in all other cases,  the date specified in the Notice of Termination,  provided,
however,  that if the  Executive's  employment  is terminated by the Company for
Cause or due to  Disability,  the date  specified  in the Notice of  Termination
shall be at least  thirty (30) days from the date the Notice of  Termination  is
given to the Executive,  and provided  further,  that in the case of Disability,
the Executive shall not have returned to the full-time performance of his duties
during such period of at least thirty (30) days.

2.17. "Voting  Securities" shall mean those securities of a corporation that are
entitled to vote generally in the election of directors of such corporation.

3. Termination of Employment.

3.1. If, during the term of this Agreement,  the Executive's employment with the
Company shall be terminated within twenty-four (24) months following a Change in
Control,  the  Executive  shall be entitled to the  following  compensation  and
benefits:

(a)  If the Executive's  employment with the Company shall be terminated  (1) by
     the  Company  for Cause or  Disability,  (2) by  reason of the  Executive's
     death,  or (3) by the  Executive  other than for Good  Reason,  the Company
     shall  pay  to  the  Executive  the  Accrued   Compensation  and,  if  such
     termination is other than by the Company for Cause, the Pro Rata Bonus.

(b)  If the Executive's  employment with the Company shall be terminated for any
     reason other than as specified in Section  3.1(a),  the Executive  shall be
     entitled to the following:

     (i)  The Company shall pay the Executive his Accrued  Compensation  and the
          Pro Rata Bonus;

     (ii) The Company  shall pay the  Executive as severance pay and, in lieu of
          any further  compensation  for periods  subsequent to the  Termination
          Date,  a payment  equal to three (3)  times  the sum of  (A) the  Base
          Amount and (B) the Bonus Amount.

     (iii)For eighteen (18) months (the  "Continuation  Period")  following such
          termination,  the Company shall  continue to provide,  at its expense,
          life insurance coverage to the Executive on the same terms as provided
          to the  Executive  by the  Company  under any life  insurance  plan or
          program as in existence at any time during the 90-day  period prior to
          the Change in Control or at any time  thereafter or, if such coverage,
          in whole or in part,  is no  longer  provided  to  similarly  situated
          executives  who  continue  in the  employ of the  Company  during  the
          Continuation  Period,  such life insurance  coverage as is provided to
          those similarly situated executives during the Continuation Period, in
          either case to the extent such insurance coverage is permissible under
          the terms of the  Company s  life  insurance  plans or  programs.  The
          Company  agrees that it shall,  if necessary for the  continuation  of
          such insurance coverage,  take any steps that are reasonably necessary
          to amend its life  insurance  plans or programs in order to permit the
          Executive to continue to receive  coverage under such plans,  provided
          the cost to the  Company of taking  such  actions is not  commercially
          unreasonable.  The Company's  obligation hereunder with respect to the
          foregoing life insurance  benefits shall be limited to the extent that
          the  Executive  obtains any such  benefits  pursuant  to a  subsequent
          employer's  employee  benefit  plans,  in which case the  Company  may
          reduce the coverage of any life  insurance  benefits it is required to
          provide the  Executive  hereunder as long as the  aggregate  insurance
          coverage of the combined  plans is no less  favorable to the Executive
          than the life insurance coverage required to be provided hereunder. In
          addition  to the  foregoing,  if the  Executive  elects  any  benefits
          mandated under the Consolidated  Omnibus Budget  Reconciliation Act of
          1985  (COBRA),  the Company  agrees that it shall pay the full cost of
          such coverage during the Continuation Period, or if shorter, until the
          Executive is no longer eligible for COBRA continuation coverage.  This
          subsection  (iii) shall not be  interpreted so as to limit benefits to
          which the Executive or his dependents or  beneficiaries  may otherwise
          be  entitled  under  any  of the  Company's  employee  benefit  plans,
          programs  or  practices  following  the  Executive's   termination  of
          employment, including without limitation, their entitlement to retiree
          medical and life insurance benefits.

     (iv) (A) The  restrictions on any outstanding  incentive  awards granted to
          the Executive under the USFreightways  Corporation  Long-Tem Incentive
          Plan  (the  "Stock  Plan")  or  under  any  other  incentive  plan  or
          arrangement (including any restricted stock plan) shall lapse and such
          incentive  awards shall become one hundred percent (100%) vested,  all
          stock options and stock  appreciation  rights granted to the Executive
          shall  become  immediately  exercisable  and shall  become one hundred
          percent  (100%)  vested,  and all  performance  units  granted  to the
          Executive  shall become one hundred  percent (100%) vested and (B) the
          Executive shall have the right to require the Company to purchase, for
          cash,  any  shares  of  unrestricted  stock or shares  purchased  upon
          exercise of any options,  at a price equal to the fair market value of
          such shares on the date of purchase by the  Company.  For  purposes of
          this  Agreement,  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 purchase by the Company or, if there are no sales on such date,  on
          the most recent  trade date thirty (30) days or less prior to the date
          of  purchase  by the  Company.  If the  shares  are not  listed on any
          national  securities  exchange,  the fair market  value of such shares
          shall be determined by a nationally recognized investment banking firm
          mutually agreed upon by the Company and the Executive.  If the parties
          shall be unable to mutually  agree upon an  investment  banking  firm,
          then  each  of the  Company  and  the  Executive  shall  designate  an
          investment  banking  firm within ten (10) days of the date on which it
          is  determined  that the parties are unable to mutually  agree upon an
          investment  banking firm. The two (2) independent firms shall,  within
          ten (10) days, jointly select a third nationally recognized investment
          banking firm,  whose  determination  of the fair market value shall be
          final,  binding and conclusive on the Company and the  Executive.  All
          costs associated with the  determination of fair market value shall be
          borne by the Company.  Notwithstanding anything in this paragraph (iv)
          to the contrary, if there exists an inconsistency between the terms of
          the Stock Plan and this  paragraph  (iv),  such that the terms of this
          paragraph (iv)  cannot be applied in a manner that is consistent  with
          the  Stock  Plan,  then the  terms of the  Stock  Plan  shall  govern,
          provided,  however,  that the Company  shall pay the  Executive in one
          single sum the  difference  between  (1) the amount that the Executive
          would  receive  by  applying  this  paragraph  most  favorably  to the
          Executive,  without  regard to the Stock Plan, and (2) the amount that
          the Executive  would receive under this  paragraph  after applying any
          limitations imposed by the Stock Plan.

     (v)  The Company shall pay the full cost of  outplacement  services for the
          Executive for a period of six (6) months  following  such  termination
          or, if earlier,  until the Executive obtains full-time employment,  to
          be  provided  by  an  outplacement   services  firm  selected  by  the
          Executive.

(c)  The amounts provided for in Sections 3.1(a) and 3.1(b)(i) and (ii) shall be
     paid in a single lump sum cash  payment  within  thirty (30) days after the
     Executive's Termination Date (or earlier if required by applicable law).

(d)  The  Executive  shall not be required to mitigate the amount of any payment
     provided for in this  Agreement  by seeking  other  employment  and no such
     payment  shall be offset or reduced by the  amount of any  compensation  or
     benefits provided to the Executive in any subsequent employment,  except as
     provided in Section 3.1(b)(iii).

(e)  The Company and the Executive acknowledge and agree that any termination of
     the  Executive's  employment  that  occurs  outside  of the  scope  of this
     Agreement shall continue to be governed by the terms of Sections 6 and 7 of
     that certain Employment Agreement as previously executed by and between the
     Executive  and  the  Company,  dated  as of  ___________  (the  "Employment
     Agreement"), for so long as such agreement continues in effect. The Company
     and the  Executive  further  acknowledge  and agree  that the terms of this
     Section 3.1 shall  supercede  the terms of Section  7(b) of the  Employment
     Agreement.

3.2. The severance pay and benefits provided for in this Section 3 shall also be
in lieu of any other  severance or termination pay to which the Executive may be
entitled under any Company severance or termination plan,  program,  practice or
arrangement.

3.3. Other than as set forth in Section 3.2, the Executive's  entitlement to any
other  compensation  or benefits  shall be  determined  in  accordance  with the
Company's  employee  benefit plans and other applicable  programs,  policies and
practices then in effect.

4.  Notice  of  Termination.  Following  a  Change  in  Control,  any  purported
termination of the  Executive's  employment by the Company shall be communicated
by Notice of Termination to the Executive.

5. Excise Tax Payments.

5.1. If any payment  (within the meaning of Section  280G(b)(2)  of the Internal
Revenue Code of 1986, as amended (the "Code")) to the Executive  pursuant to the
terms of this Agreement or otherwise in connection  with, or arising out of, his
employment with the Company or a change in ownership or effective control of the
Company (a "Payment" or "Payments") would be subject to an excise tax imposed by
Section  4999 of the Code or any  interest  or  penalties  are  incurred  by the
Executive  with respect to such excise tax (such excise tax,  together  with any
such interest and penalties,  are  hereinafter  collectively  referred to as the
"Excise  Tax"),  then the  Executive  will be entitled to receive an  additional
payment (a  "Gross-Up  Payment")  in an amount such that,  after  payment by the
Executive of all taxes (including any interest or penalties, other than interest
and penalties imposed by reason of the Executive's  failure to file timely a tax
return or pay taxes shown due on his return,  imposed with respect to such taxes
and the Excise Tax), including any Excise Tax imposed upon the Gross-Up Payment,
the Executive  will receive an amount as a Gross-Up  Payment equal to the Excise
Tax imposed upon the Payments.

5.2.  An initial  determination  as to whether a  Gross-Up  Payment is  required
pursuant to this Agreement and the amount of such Gross-Up Payment shall be made
at the  Company's  expense by an  accounting  firm  selected  by the Company and
reasonably  acceptable to the Executive (the "Accounting  Firm"). If the Company
and the Executive  shall be unable to mutually  agree upon an  accounting  firm,
then each of the  Company  and the  Executive  shall  designate  an  independent
accounting  firm within ten (10) days of the date on which it is determined that
the parties are unable to mutually  agree upon an accounting  firm.  The two (2)
independent accounting firms shall, within ten (10) days, jointly select a third
independent  accounting  firm, which third firm shall be the Accounting Firm for
purposes  of  this   Section 5.2.   The   Accounting   Firm  shall  provide  its
determination   (the   "Determination"),   together  with  detailed   supporting
calculations and  documentation to the Company and the Executive within five (5)
days of the Termination  Date, or such other time as requested by the Company or
by the Executive  (provided the  Executive  reasonably  believes that any of the
Payments  may be  subject  to the  Excise  Tax),  and  if  the  Accounting  Firm
determines  that no Excise  Tax is payable by the  Executive  with  respect to a
Payment or Payments,  it shall furnish the Executive with an opinion  reasonably
acceptable to the  Executive  that no Excise Tax will be imposed with respect to
any such  Payment  or  Payments.  Within  ten (10) days of the  delivery  of the
Determination  to the Executive,  the Executive  shall have the right to dispute
the Determination (the "Dispute").  The Gross-Up Payment,  if any, as determined
pursuant  to this  Section 5.2  shall be paid by the  Company  to the  Executive
within fifteen (15) days of the receipt of the  Determination.  The existence of
the  Dispute  shall not in any way affect the  Executive's  right to receive the
Gross-Up Payment in accordance with the  Determination.  If there is no Dispute,
the  Determination  shall be binding,  final and conclusive upon the Company and
the Executive subject to the application of Section 5.3 below.

5.3. As a result of the uncertainty in the application of Sections 4999 and 280G
of the Code, it is possible that a Gross-Up  Payment (or a portion thereof) will
be paid which  should  not have been paid (an  "Excess  Payment")  or a Gross-Up
Payment (or a portion  thereof)  which  should have been paid will not have been
paid (an  "Underpayment").  An  Underpayment  shall be deemed  to have  occurred
(a) upon  notice  (formal or informal) to the  Executive  from any  governmental
taxing  authority that the Executive's tax liability  (whether in respect of the
Executive's current taxable year or in respect of any prior taxable year) may be
increased by reason of the imposition of the Excise Tax on a Payment or Payments
with  respect  to which the  Company  has failed to make a  sufficient  Gross-Up
Payment,  (b) upon a determination by a court,  (c) by reason of a determination
by the Company,  or (d) upon the  resolution  of the Dispute to the  Executive's
satisfaction. If an Underpayment occurs, the Executive shall promptly notify the
Company and the Company shall promptly, but in any event, at least five (5) days
prior  to the date on which  the  applicable  government  taxing  authority  has
requested payment,  pay to the Executive an additional Gross-Up Payment equal to
the amount of the  Underpayment  plus any  interest  and  penalties  (other than
interest  and  penalties  imposed by reason of the  Executive's  failure to file
timely a tax return or pay taxes shown due on the Executive's return) imposed on
the  Underpayment.  An Excess  Payment  shall be deemed to have  occurred upon a
"Final  Determination" (as hereinafter defined) that the Excise Tax shall not be
imposed  upon a Payment or Payments (or portion  thereof)  with respect to which
the   Executive  had   previously   received  a  Gross-Up   Payment.   A  "Final
Determination"  shall be deemed to have occurred when the Executive has received
from the  applicable  government  taxing  authority  a refund  of taxes or other
reduction  in the  Executive's  tax  liability  and upon either  (a) the  date a
determination  is made by, or an agreement is entered into with,  the applicable
governmental taxing authority which finally and conclusively binds the Executive
and such  taxing  authority,  or in the event that a claim is  brought  before a
court of competent  jurisdiction,  the date upon which a final determination has
been made by such  court and  either all  appeals  have been  taken and  finally
resolved  or the  time  for all  appeals  has  expired  or  (b) the  statute  of
limitations  with respect to the Executive's  applicable tax return has expired.
If an Excess  Payment is determined to have been made,  the amount of the Excess
Payment  shall be treated  as a loan by the  Company  to the  Executive  and the
Executive  shall pay to the  Company on demand  (but not less than ten (10) days
after the  determination  of such Excess  Payment  and  written  notice has been
delivered to the Executive) the amount of the Excess Payment plus interest at an
annual rate equal to the Applicable Federal Rate provided for in Section 1274(d)
of the Code from the date the  Gross-Up  Payment  (to which the  Excess  Payment
relates) was paid to the Executive until the rate of repayment to the Company.

6. Successors; Binding Agreement.

6.1. This Agreement  shall be binding upon and shall inure to the benefit of the
Company  and its  Successors  and  Assigns,  and the Company  shall  require any
Successors  and Assigns to expressly  assume and agree to perform this Agreement
in the same manner and to the same extent that the Company  would be required to
perform it if no such succession or assignment had taken place.

6.2.  Neither  this  Agreement  nor any  right or  interest  hereunder  shall be
assignable  or  transferable  by the  Executive  or his  beneficiaries  or legal
representatives,  except by will or by the laws of descent and distribution, and
this  Agreement  shall  inure  to  the  benefit  of and  be  enforceable  by the
Executive's legal representatives.

7. Fees and Expenses.  The Company shall pay all legal fees and related expenses
(including the costs of experts, evidence and counsel) incurred by the Executive
as they become due as a result of (a) the Executive seeking to obtain or enforce
any right or benefit provided by this Agreement (including,  but not limited to,
any such fees and expenses  incurred in  connection  with (i) the  Dispute,  and
(ii) the  Gross-Up  Payment  whether  as a result of any  applicable  government
taxing  authority  proceeding,  audit  or  otherwise)  or by any  other  plan or
arrangement  maintained by the Company under which the Executive may be entitled
to  receive  benefits,  and  (b) the  Executive's  hearing  before  the Board as
contemplated in Section 2.6 of this Agreement.

8.  Notice.  For  the  purposes  of  this  Agreement,   notices  and  all  other
communications   provided  for  in  the  Agreement   (including  the  Notice  of
Termination)  shall be in  writing  and shall be deemed to have been duly  given
when personally  delivered or sent by certified mail, return receipt  requested,
postage prepaid,  addressed to the respective addresses last given by each party
to the other,  provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company.  All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third  business  day after the  mailing  thereof,  except that
notice of a change of address shall be effective only upon receipt.

9.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit
the  Executive's  continuing  or future  participation  in any  benefit,  bonus,
incentive or other plan or program  provided by the Company (except as otherwise
expressly  provided  herein) and for which the Executive may qualify,  nor shall
anything  herein limit or reduce such rights as the Executive may have under any
other  agreements  with the  Company  (except as  otherwise  expressly  provided
herein).  Amounts  that are vested  benefits or that the  Executive is otherwise
entitled to receive under any plan or program of the Company shall be payable in
accordance  with such plan or  program,  except as  expressly  modified  by this
Agreement.

10. Settlement of Claims. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
not be  affected  by  any  circumstances,  including,  without  limitation,  any
set-off, counterclaim,  recoupment, defense or other right which the Company may
have against the Executive or others.

11.  Miscellaneous.  No provision of this  Agreement may be modified,  waived or
discharged  unless  such  modification,  waiver,  or  discharge  is agreed to in
writing and signed by the Executive  and the Company.  No waiver by either party
hereto at any time of any breach by the other party  hereto of any  condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.

12. Payments to Beneficiary.  If the Executive dies before receiving  amounts to
which the Executive is entitled under this Agreement, such amounts shall be paid
in a lump sum to the beneficiary  designated in writing by the Executive,  or if
none is so designated, to the Executive's estate.

13. Non-alienation of Benefits.  Benefits payable under this Agreement shall not
be  subject  in  any  manner  to  anticipation,   alienation,   sale,  transfer,
assignment, pledge, encumbrance,  charge, garnishment,  execution or levy of any
kind,  either  voluntary or  involuntary,  before actually being received by the
Executive,  and any such  attempt to dispose  of any right to  benefits  payable
under this Agreement shall be void.

14.  Severability.  If any one or more  articles,  sections or other portions of
this  Agreement  are  declared  by any  court or  governmental  authority  to be
unlawful  or  invalid,  such  unlawfulness  or  invalidity  shall  not  serve to
invalidate any article,  section or other portion not so declared to be unlawful
or invalid. Any article,  section or other portion so declared to be unlawful or
invalid  shall be  construed  so as to  effectuate  the  terms of such  article,
section or other portion to the fullest extent possible while  remaining  lawful
and valid.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed an original,  but all of which together constitute
one and the same instrument.

16. Tax  Withholding.  The Company may withhold  from any amounts  payable under
this  Agreement  any  federal,  state or local  taxes  that are  required  to be
withheld pursuant to any applicable law or regulation.

17.  Obligations  Unfunded.  The obligations of the Company under this Agreement
shall be unfunded and  unsecured.  The Company is not required to segregate  any
assets  that  may at any  time  be  required  to  provide  benefits  under  this
Agreement.

18.  Governing  Law.  This  Agreement  shall be  governed by and  construed  and
enforced in  accordance  with the laws of the State of  Illinois,  to the extent
that such laws are not preempted by the Employee  Retirement Income Security Act
of 1974, as amended ("ERISA").

19. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the parties  hereto and  supersedes  all prior  agreements,  understandings  and
arrangements,  oral or written,  between the parties  hereto with respect to the
subject matter hereof.

20. Application of ERISA. This Agreement  constitutes part of a welfare plan for
certain  selected  employees,  as set forth in  Department  of Labor  Regulation
2520.104-24.  Accordingly,  nothing  herein shall be deemed to limit or restrict
any rights or entitlements  to which the Executive is entitled under ERISA,  and
any such rights or entitlements are expressly incorporated herein by reference.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized  officer and the Executive has executed this Agreement as of
the day and year first above written.

USF CORPORATION
By:                                           By:
    ------------------------------               -----------------------------
                                                 Executive
Name:
      ----------------------------

Title:
      ----------------------------



<page>


                                                                EXHIBIT 31.1

                                  CERTIFICATION

I, Richard P. DiStasio, 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: November  7, 2003
                                            /s/ Richard P. DiStasio
                                            ---------------------------------
                                            Richard P. DiStasio
                                            President & Chief Executive Officer


<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: November  7, 2003
                                        /s/ Christopher L. Ellis
                                        ---------------------------
                                        Christopher L. Ellis
                                        Senior Vice President, Finance, Chief
                                        Financial Officer

<page>


                                                              EXHIBIT 32.1

              CERTIFICATION OF PRESIDENT & CHIEF EXECUTIVE 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  October 4, 2003,  I,  Richard P.  DiStasio,
President & Chief Executive 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  October 4,
     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 October 4, 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/ Richard P. DiStasio
                                    ----------------------------------------
                                    Richard P. DiStasio
                                    President & Chief Executive Officer

Date: November 7, 2003


<page>


                                                                   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 October 4, 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  October 4,
     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 October 4, 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:  November 7, 2003