Exhibit 10.1

               [LOGO OF WERNER ENTERPRISES, INC.]


                RESTRICTED STOCK AWARD AGREEMENT


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

                            RECITALS

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

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

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

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

                            AGREEMENT

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

                           Page 1 of 7

<PAGE>

1.    Grant  of  Restricted  Stock.  Subject  to  the  terms  and
      -----------------------------
conditions of the Plan (attached hereto as Exhibit A and  made  a
part  hereof)  and this Agreement, the Company hereby  grants  to
Participant an aggregate number of [_______] restricted shares of
Common   Stock  (such  restricted  shares  of  Common  Stock  are
hereinafter  referred  to  as  the "Restricted  Stock"   or   the
"Award").   The Restricted Stock granted under this Agreement  is
exempt from Section 409A of the Internal Revenue Code of 1986, as
amended.  The Restricted Stock was granted to Participant on  the
aforementioned Grant Date.

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

3.    Vesting.   [The Restricted Stock shall become nonrestricted
      --------
and fully vested, and restrictions on such Restricted Stock shall
lapse,  on  [__________,  20___] (the "Vesting  Date").][Separate
designated  portions of the Restricted Stock shall become  vested
on  the  "Vesting  Dates" as set forth on  the  Vesting  Schedule
(attached  hereto as Exhibit B and made a part  hereof).]   Until
the  occurrence  of the Vesting Date[s], [all of  the  Restricted
Stock][each portion of Restricted Stock for which the  respective
Vesting  Date  has  not  occurred] shall be  non-vested,  may  be
canceled   and   forfeited  upon  Participant's  termination   of
employment  and may not be subject to further vesting under  this
Agreement, pursuant to the Plan and Section 7 of this Agreement.

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

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

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

     (a)  On  the  designated Vesting Date[s], Participant  shall
          have  all  rights as a stockholder and be  entitled  to
          certificates  for  Restricted  Stock  that  vested  and
          became unrestricted upon Participant's satisfaction  of
          all    applicable   tax   withholding    amounts    and
          requirements.   The shares are payable  to  Participant
          [upon vesting][[_______] ([___]) days after the end  of
          the  [vesting period][performance period, as  based  on

                           Page 2 of 7
<PAGE>

          the  Committee's assessment of the extent to which  the
          performance goals were achieved]].

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

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

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

9.    [No ]Stockholder  and Dividend Rights.  [Participant  shall
      --------------------------------------
not  be  deemed  for  any purpose to have any  dividend,  voting,
liquidation or other rights with respect to the Restricted  Stock
granted  hereunder,  except to the extent  that  such  Restricted
Stock vests and becomes unrestricted and Participant then becomes
entitled  to  an  issued stock certificate for  such  vested  and
unrestricted   shares,  pursuant  to  this  Agreement   and   the
Plan.][Participant shall have dividend[ and voting]  rights  with
respect to Restricted Stock granted under this Agreement.   These
dividend[  and  voting]  rights  shall  accrue  to  Participant's
benefit  only  with  regard  to  the  Restricted  Stock  held  by
Participant on the record date of the payable dividend[  and  the
voting date], and dividends paid on unvested Restricted Stock may
be  held  in  escrow by the Company and are subject to  the  same
forfeitability and transferability restrictions as the underlying
Restricted Stock.]

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

     (a)  Participant  agrees individually and for  Participant's
          heirs, legatees and legal representatives, with respect
          to  all  unrestricted shares of Common  Stock  acquired
          pursuant  to the terms and conditions of this Agreement
          (or  any  shares of Common Stock issued pursuant  to  a
          stock dividend or stock split thereon or any securities
          issued  in lieu thereof or in substitution or  exchange
          therefor),  that  Participant and Participant's  heirs,
          legatees  and legal representatives shall not  sell  or
          otherwise dispose of such shares except pursuant to  an
          effective  registration statement under the  Securities
          Act of 1933 (the "1933 Act") or except in a transaction
          which,  in  the opinion of counsel for the Company,  is
          exempt  from  the registration and prospectus  delivery
          requirements under the Act.

                           Page 3 of 7
<PAGE>

     (b)  As  further conditions to Participant's receipt of  the
          unrestricted  Common Stock acquired  pursuant  to  this
          Agreement and the Plan, Participant agrees individually
          and   for  Participant's  heirs,  legatees  and   legal
          representatives,  prior to such acquisition,  to  those
          investment representations and warranties set forth  in
          Section  16 hereto and to take those other actions,  as
          counsel for the Company determines may be necessary  or
          appropriate  for compliance with the 1933 Act  and  any
          applicable    securities   laws.    Participant    also
          understands  and  acknowledges that federal  and  state
          securities  laws govern Participant's  right  to  sell,
          transfer and otherwise dispose of the Restricted Stock,
          whether vested or unvested.

     (c)  Unless  otherwise determined by the Board,  Participant
          agrees  that if any certificate representing restricted
          shares  of  Common Stock acquired under this  Agreement
          and  in accordance with the Plan is issued prior to the
          Vesting  Date[s] of such restricted shares,  then  such
          certificate  shall bear a legend substantially  similar
          to  the  following  (and any other  legend  as  may  be
          required by state securities laws):

               The   shares  of  Common  Stock   of   Werner
               Enterprises,   Inc.   represented   by   this
               certificate are restricted securities as that
               term  is  defined under Rule 144  promulgated
               under  the Securities Act of 1933, as amended
               (the  "Act").  These shares may not be  sold,
               assigned,  transferred or disposed of  unless
               (i)  such shares are registered under the Act
               or  (ii)  such sale, assignment, transfer  or
               disposition of such shares is exempt from the
               registration    and    prospectus    delivery
               requirements  of the Act and  any  applicable
               state securities laws.  Any sale, assignment,
               exchange, gift, transfer or other disposition
               of  the  Common  Stock  represented  by  this
               certificate  is  subject  to  the  terms  and
               provisions  of  the Werner Enterprises,  Inc.
               Equity  Plan  and the Restricted Stock  Award
               Agreement, dated [__________, 20___], by  and
               between   Werner   Enterprises,   Inc.    and
               [Participant].
                -----------

     (d)  Unless  the Board determines otherwise, any certificate
          representing   unrestricted  shares  of  Common   Stock
          acquired  under  this Agreement and in accordance  with
          the  Plan shall not bear a restrictive legend, provided
          Participant  satisfies the requirements  set  forth  in
          Section 6 hereto.

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

12.   Board and Committee Authority.  As consistent with the Plan
      ------------------------------
and  this  Agreement, the Board and Committee have the power  and
discretion  to  interpret this Agreement;  adopt  rules  for  the

                           Page 4 of 7
<PAGE>

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

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

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

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

16.   Participant  Representations and  Warranties.   Participant
      ---------------------------------------------
acknowledges, represents and warrants the following:

     (a)  Any Restricted Stock acquired by Participant under this
          Agreement  is for Participant's own account, investment
          purposes only and is not acquired with a view to or for
          the  resale, distribution or fractionalization thereof,
          in  whole or in part, and no other person has a  direct
          or  indirect  beneficial interest  in  such  Restricted
          Stock.

     (b)  The offering and acceptance of the Restricted Stock  is
          intended  to  be  exempt  from registration  under  the
          Securities  Act  of 1933, as amended (the  "Act"),  and
          Participant  will not sell or otherwise  transfer  such
          shares  without  registration  under  the  Act  or   an
          exemption therefrom.

     (c)  Sales  or  transfers  of the Restricted  Stock  granted
          hereunder  are further restricted by the provisions  of
          the  Plan  and applicable federal and state  securities
          laws, rules and regulations.

                           Page 5 of 7
<PAGE>

     (d)  Participant  has knowledge and experience in  financial
          and business matters and understands and is capable  of
          evaluating  the  merits  and  inherent  risks   of   an
          investment of this nature.

     (e)  Participant  (i)  has the financial ability  and  fully
          agrees  to  bear  the  economic risk  of  his  acquired
          investment in the Company; (ii) has adequate means  for
          providing   for   his   current  needs   and   personal
          contingencies;  and (iii) does not need liquidity  with
          respect to his acquired investment in the Company.

     (f)  Participant has obtained, or had reasonable opportunity
          to   obtain,  sufficient  information  concerning   the
          Restricted  Stock,  Company  and  any  other   relevant
          information relating to an acquired investment  in  the
          Restricted Stock.

     (g)  In  making his decision to accept the Restricted Stock,
          Participant shall rely solely upon this Agreement,  the
          Plan,  any written information supplied by the  Company
          (or its authorized representatives) and any independent
          investigations made by Participant.  Participant  shall
          not rely on the Company or any of its officers or Board
          members  with  respect to tax advice or other  economic
          considerations  involved in an acquired  investment  of
          Restricted   Stock   relating  to   Participant's   own
          respective tax and economic situation.

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

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

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

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

                           Page 6 of 7
<PAGE>

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

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

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


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

PARTICIPANT:                         WERNER ENTERPRISES, INC.:


                                 By:
---------------------------          ---------------------------
Signature                            Signature



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



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



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










                           Page 7 of 7
<PAGE>

                            EXHIBIT A
                            ---------

                    WERNER ENTERPRISES, INC.
                           EQUITY PLAN


<PAGE>


                           [EXHIBIT B]
                            ---------

                        VESTING SCHEDULE

Separate  portions  of the Restricted Stock granted  pursuant  to
this Agreement shall vest on the "Vesting Dates" according to the
following schedule and the [__________, 20___] Grant Date:

     1. First  Vesting  Date.  [_______] percent  ([_____%])
        of  the  shares of the Restricted Stock Award  shall
        become  vested, and the restrictions on such  shares
        shall lapse, on [__________, 20___];

     2. [Second]    Vesting    Date.    [_______]    percent
        ([_____%])  of  the shares of the  Restricted  Stock
        Award  shall become vested, and the restrictions  on
        such shares shall lapse, on [__________, 20___];

     3. [Third]  Vesting Date.  [_______] percent ([_____%])
        of  the  shares of the Restricted Stock Award  shall
        become  vested, and the restrictions on such  shares
        shall lapse, on [__________, 20___];

     4. [Fourth]    Vesting    Date.    [_______]    percent
        ([_____%])  of  the shares of the  Restricted  Stock
        Award  shall become vested, and the restrictions  on
        such  shares  shall lapse, on [__________,  20___];[
        and]

     5. [Fifth]  Vesting Date.  [_______] percent ([_____%])
        of  the  shares of the Restricted Stock Award  shall
        become  vested, and the restrictions on such  shares
        shall  lapse, on [__________, 20___].  On such final
        Vesting  Date,  all shares of the  Restricted  Stock
        Award  shall  have vested, and all  restrictions  on
        such  shares shall have lapsed, after the expiration
        of [_______] ([___]) years from the Grant Date.