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                                                                   EXHIBIT 10.2



                               LANDAIR CORPORATION

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          AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

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SECTION 1.  Purpose.

      The purposes of the Amended and Restated Non-Employee Director Stock
Option Plan (the "Plan") are to attract and retain well-qualified persons for
service as directors of Landair Corporation (the "Company"), to provide
directors with an opportunity to increase their ownership interest in the
Company, and thereby increase their personal interest in the Company's continued
success, through the grant of options (the "Options") to purchase shares of the
$.0l par value per share common stock of the Company (the "Common Stock").

SECTION 2.  Administration.

      Responsibility and authority to administer and interpret the provisions
of the Plan shall be conferred upon the Company's Compensation Committee (the
"Committee"). The Committee may employ attorneys, consultants, accountants or
other persons, and the Committee, the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All usual and reasonable expenses of the Committee shall be paid by the
Company. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon all recipients who
have received awards, the Company and other interested persons. Notwithstanding
the foregoing, the Committee shall have no discretion with respect to the
amount, price and timing of the awards. No member of the Committee shall be
personally liable for any action, determination or interpretation taken or made
in good faith with respect to the Plan or awards made hereunder, and all members
of the Committee shall be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.

SECTION 3.  Eligibility.

      All directors of the Company who are neither full-time employees of the
Company nor officers of the Company shall be participants in the Plan.

SECTION 4.  Options.

      Each eligible participant serving as a director on the effective date
of the Plan shall automatically be granted, on such effective date, Options to
purchase fifteen thousand (15,000) shares of Common Stock. Each individual who
serves as a director of the Company and is an eligible participant shall
automatically be granted options to purchase seven thousand five hundred (7,500)
shares of Common Stock on the first business day after each Annual Meeting of
Shareholders of the Company occurring after the effective date of the Plan. Each
Option granted hereunder shall be evidenced by an Option Agreement acceptable to
the Company. The Options 


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shall be registered pursuant to a Registration Statement on Form S-8 to be filed
in compliance with the Securities Act of 1933, as amended (the "Securities
Act").

SECTION 5.  Terms and Conditions.

      (a) Options to purchase up to one hundred thousand (100,000) shares of
Common Stock may be granted hereunder. In the event that any Option granted
hereunder expires unexercised or is canceled, surrendered, or terminated without
being exercised, in whole or in part, for any reason, then the number of shares
of Common Stock theretofore subject to such Option which expired or were
canceled, surrendered or terminated without being exercised shall be added to
the remaining number of shares of Common Stock for which Options may be granted
hereunder. The Committee shall appropriately adjust the number of shares for
which Options may be granted pursuant to the Plan in the event of
reorganization, recapitalization, stock split, reverse stock split, stock
dividend, exchange or combination of shares, merger, consolidation, rights
offering, or any change in capitalization of the Company.

      (b) The Options shall be exercisable only by the participant during his
or her lifetime and may not be transferred other than by will or the laws of
descent and distribution.

      (c) The exercise price per share for each Option granted under the Plan
shall be 100% of the Fair Market Value (as defined below) of a share of Common
Stock as of the date of grant. "Fair Market Value" as of a given date for
purposes of the Plan and any Option Agreement means (i) the closing sales price
per share of Common Stock on the national securities exchange on which the
Common Stock is principally traded, for the last preceding date on which there
was a sale of such Common Stock on such exchange, or (ii) if the shares of
Common Stock are then traded in an over-the-counter market, the average of the
closing bid and asked prices for the shares of Common Stock in such
over-the-counter market for the last preceding date on which there was a sale of
such Common Stock in such market, or (iii) if the shares of Common Stock are not
then listed on a national securities exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.

      (d) The initial Options to purchase fifteen thousand (15,000) shares of
Common Stock granted to directors on the effective date of the Plan shall become
exercisable in two (2) equal installments on the first and second anniversaries
of their respective dates of grant. Subsequent annual grants of Options shall
become exercisable in two (2) equal installments, the first installment becoming
exercisable twelve (12) months after the respective date of grant. The second
installment of each annual grant shall become exercisable twenty-four (24)
months after the respective date of grant. Once an Option has become
exercisable, it shall remain exercisable, to the extent not exercised, until its
expiration date.

      (e) If a participant's service with the Company terminates due to the
participant's death or disability, all Options theretofore granted to the
participant will become fully vested and exercisable and may be exercised by the
participant, by the legal representative of the participant's




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estate, or by the legatee under the participant's will at any time until the
expiration of the Option (as set forth below). If a participant's service with
the Company terminates for any other reason, all Options granted to such
participant which are not then exercisable shall be canceled, and the remaining
Options shall continue to be exercisable for ninety (90) days thereafter
(subject to expiration as provided below).

      (f) Payment of the exercise price shall be in cash, in shares of Common
Stock valued at their Fair Market Value on the date of exercise, or both, as
elected by the participant. Shares of Common Stock issued pursuant to the
exercise of an Option under the Plan shall be from authorized but unissued
shares. To the extent the shares purchased through the exercise of an Option
granted hereunder are not registered under the Securities Act, they may not be
sold, assigned, transferred or otherwise disposed of in the absence of an
effective registration statement covering the shares, or an available exemption
under the Securities Act.

      (g) Notwithstanding any other provision herein to the contrary, all
Options granted hereunder shall expire on the tenth anniversary of their
respective date of grant.

SECTION 6.  Change in Control.

      If, while any awards remain outstanding under the Plan, any of the
following events shall occur (which events shall constitute a "Change in
Control" of the Company):

            (a) the "beneficial ownership," as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of securities
representing more than a majority of the combined voting power of the Company
are acquired by any "person" as defined in Sections 13(d) and 14(d) of the
Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, (C) Scott M.
Niswonger or any member of his Immediate Family (as defined below), or (D) any
corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company);
or

            (b) the shareholders of the Company approve a definitive agreement 
to merge or consolidate the Company with or into another company (other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) a majority of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation), or to sell or otherwise dispose of all or
substantially all of its assets, or adopt a plan of liquidation; or

            (c) during any period of two consecutive years, individuals who at
the beginning of such period were members of the Board of Directors of the
Company (the "Board") cease for any reason to constitute at least a majority
thereof (unless the election, or the nomination for election by



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the Company's shareholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of such period);

then from and after the date on which any such Change in Control shall have
occurred (the "Acceleration Date"), any Option, SAR, and share of Restricted
Stock awarded pursuant to this Plan shall be exercisable or otherwise
nonforfeitable in full, as applicable, whether or not otherwise exercisable or
forfeitable.

      Following the Acceleration Date, (i) the Committee shall, in the case
of a merger, consolidation, or sale or disposition of assets, promptly make an
appropriate adjustment to the number and class of shares of Common Stock
available for awards, and to the amount and kind of shares or other securities
or property receivable upon exercise or other realization of any outstanding
awards after the effective date of such transaction, and, if applicable, the
price thereof, and (ii) the Committee may in its discretion (unless proscribed
with respect to certain Grantees), permit the cancellation of outstanding
Options, SARs, and Restricted Stock in exchange for a cash payment in an amount
equal to the Spread. The term "Spread" as used herein shall mean an amount equal
to the product computed by multiplying (i) the excess of (A) the highest Fair
Market Value per share of Common Stock during the sixty-day period preceding the
Acceleration Date over (B) the Option Price per share of Common Stock at which
such Option, SAR, or Restricted Stock is exercisable, by (ii) the number of
shares of Common Stock with respect to which the Option, SAR, or Restricted
Stock is being exercised.

      Notwithstanding the foregoing, no participant subject to the reporting
requirements of Section 16(a) of the Exchange Act shall be eligible to receive a
cash payment in respect of any award held for less than six months prior to
exercise.

      For purposes of this Section 6, "Immediate Family" shall mean any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, and shall include adoptive relationships.

SECTION 7.  Amendment or Discontinuance.

      The Board of Directors may, at any time amend, rescind or terminate the
Plan, as it shall deem advisable; provided, however, that (i) no change may be
made in any Option previously made under the Plan which would impair the
recipients' rights without their consent; (ii) no amendment to the Plan may be
made without approval of the Company's shareholders if the effect of the
amendment would be to: (a) materially increase the number of shares reserved
hereunder or benefits accruing to participants under the Plan, (b) materially
change the requirements for eligibility under Section 3 hereof, or (c)
materially modify the method for determining the number of options granted under
Section 4 hereof, except that any such increase or modification that results
from adjustments authorized by the first paragraph of Section 5 shall not
require such approval; and (iii) no amendment may be made to the Plan within six
(6) months of a prior amendment, except as required for 



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compliance with the Internal Revenue Code of 1986, as amended from time to time,
or the rules thereunder.

SECTION 8.  Effective Date and Term of Plan.

      The Plan shall become effective as of October 5, 1998, subject to the
approval of a majority of the shareholders of the Company. Options granted prior
to termination of the Plan, shall, notwithstanding termination of the Plan,
continue to be effective and shall be governed by the Plan.

SECTION 9.  Governing Law.

      The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Tennessee pertaining to contracts
made and to be performed wholly within such jurisdiction.








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