USFREIGHTWAYS CORPORATION
                           STOCK OPTION PLAN
                       FOR NON-EMPLOYEE DIRECTORS

                AMENDED AND RESTATED AS OF MARCH 8, 2001

I.DEFINITIONS AND PURPOSE

A.Definitions:

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

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

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

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

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

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

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

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

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

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

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

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

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

B.Purpose of the Plan:

The Plan intended to promote the interests of the Company and its stockholders
by attracting and retaining highly qualified independent directors through an
investment interest in the Company's future success.
<PAGE>
II.SHARES SUBJECT TO THE PLAN

The aggregate number of Shares as to which Options may be granted from time to
time shall be Six Hundred Thousand (600,000) Shares.

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

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

III.ADMINISTRATION OF THE PLAN

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

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

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

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

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

E.Specify the terms and conditions upon which Options may be granted.

The interpretation and construction by the Committee of any provisions of the
Plan or of any Option granted under it shall be final.

IV.ELIGIBILITY FOR PARTICIPATION

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

V.TERMS AND CONDITIONS OF OPTIONS

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

A.OPTION PRICE:

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

Each Eligible Director shall  automatically,  at the later of the effective date
of the Plan or the date such director becomes an Eligible  Director,  be granted
an Option  under this Plan to acquire  10,000  Shares.  Upon the fifth and tenth
anniversaries  of such initial grant,  each Participant  shall  automatically be
granted  Options under this Plan to acquire an additional  10,000 Shares at each
such  anniversary,  provided  the  Participant  is an Eligible  Director at such
anniversary.  In addition to the foregoing, each Eligible Director may from time
to time be granted by the Committee, in its discretion, a Discretionary Option.

C.TERM OF OPTION:

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

D.DATE OF EXERCISE:

1.Options granted to an Eligible Director under the Plan on the Plan's effective
date shall become exercisable cumulatively in accordance with the following
schedule:

Years Elapsed Since                     Cumulative Number of Shares
Date of Grant                           For Which Option May Be Exercised
___________                             _________________________________
Less than 1                                     2,000
1                                               3,600
2                                               5,200
3                                               6,800
4                                               8,400
5 or more                                       10,000

2.Options granted to an Eligible Director under the Plan after the Plan's
  effective date shall become exercisable cumulatively in accordance with the
  following schedule:


Years Elapsed Since                     Cumulative Number of Shares
Date of Grant                           For Which Option May Be Exercised
___________                             _________________________________
Less than 1                                         0
1                                               2,000
2                                               4,000
3                                               6,000
4                                               8,000
5 or more                                       10,000

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

Not withstanding anything herein to the contrary,  upon the authorization of the
grant of a Discretionary  Option,  or at anytime  thereafter,  the Committee may
prescribe  the  date  or  dates  on  which  the  Discretionary   Option  becomes
exercisable, and may provide that the Discretionary Option become exercisable in
installments over a period of years, or upon the attainment of stated goals.

E.MEDIUM OF PAYMENT:

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

1.In the event that a Participant shall cease to be a director of the Company
  for any reason other than death, Disability, or voluntary termination as a
  director of the Company on or after the attainment of his or her 65th
  birthday, his or her Option shall be exercisable, only to the extent that it
  was exercisable at the date he or she ceased to be a director and only until
  the first to occur of one (1) year after such date or until the date on which
  the Option otherwise expires according to its terms.

2.In the event that a Participant shall cease to be a director of the Company
  because of death or Disability, his or her Option may be exercised in its
  entirety (notwithstanding the vesting schedule set forth in Paragraph D of
  this Article V or in any Option Agreement) within the originally prescribed
  term of the Option by the Participant or by any person or persons designated
  by the Participant as the executors or administrators of the Participant's
  estate, or by any person or persons who shall have acquired the Option
  directly from the Participant by his or her will or the applicable law of
  descent and distribution.

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

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


G.EXERCISE OF OPTION AND ISSUE OF STOCK:

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

H.RIGHTS AS A STOCKHOLDER:

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

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

VI.ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

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

VII.DISSOLUTION OR LIQUIDATION OF THE COMPANY

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

VIII.TERMINATION OF THE PLAN

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

IX.AMENDMENT OF THE PLAN

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

X.INDEMNIFICATION OF COMMITTEE

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

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

XII.SAVINGS CLAUSE

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

XIII.EFFECTIVE DATE

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

XIV.GOVERNING LAW

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

Originally  adopted and effective on the 29th day of October,  1993 by the Board
of  Directors.  Amended and restated  this 8th day of March 2001 by the Board of
Directors.