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                                                                  EXHIBIT 10(ii)
 
                          EAGLE USA AIR FREIGHT, INC.
 
                            LONG-TERM INCENTIVE PLAN
             (As Amended and Restated Effective November 10, 1997)
 
     1. OBJECTIVES. The Eagle USA Air Freight, Inc. Long-Term Incentive Plan
(the "Plan") is designed to retain selected employees of Eagle USA Air Freight,
Inc. (the "Company") and its Subsidiaries and reward them for making significant
contributions to the success of the Company and its Subsidiaries. These
objectives are to be accomplished by making awards under the Plan and thereby
providing Participants with a proprietary interest in the growth and performance
of the Company and its Subsidiaries.
 
     2. DEFINITIONS. As used herein, the terms set forth below shall have the
following respective meanings:
 
          "AWARD" means the grant of any form of stock option, stock
     appreciation right, stock award or cash award, whether granted singly, in
     combination or in tandem, to a Participant pursuant to any applicable
     terms, conditions and limitations as the Committee may establish in order
     to fulfill the objectives of the Plan.
 
          "AWARD AGREEMENT" means a written agreement between the Company and a
     Participant that sets forth the terms, conditions and limitations
     applicable to an Award.
 
          "BOARD" means the Board of Directors of the Company.
 
          "CODE" means the Internal Revenue Code of 1986, as amended from time
     to time.
 
          "COMMITTEE" means such committee of two or more members of the Board
     as is designated by the Board to administer the Plan.
 
          "COMMON STOCK" means the Common Stock, par value $.001 per share, of
     the Company.
 
          "DIRECTOR" means an individual serving as a member of the Board.
 
          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
     from time to time.
 
          "FAIR MARKET VALUE" means, as of a particular date, (a) if the shares
     of Common Stock are listed on a national securities exchange, the mean
     between the highest and lowest sales price per share of Common Stock on the
     consolidated transaction reporting system for the principal such national
     securities exchange on that date, or, if there shall have been no such sale
     so reported on that date, on the last preceding date on which such a sale
     was so reported, (b) if the shares of Common Stock are not so listed but
     are quoted on the Nasdaq National Market, the mean between the highest and
     lowest sales price per share of Common Stock on the Nasdaq National Market
     on that date, or, if there shall have been no such sale so reported on that
     date, on the last preceding date on which such a sale was so reported, (c)
     if the Common Stock is not so listed or quoted, the mean between the
     closing bid and asked price on that date, or, if there are no quotations
     available for such date, on the last preceding date on which such
     quotations shall be available, as reported by Nasdaq, or, if not reported
     by Nasdaq, by the National Quotation Bureau, Inc. or (d) if none of the
     above is applicable, such amount as may be determined by the Board (or an
     Independent Third Party, should the Board elect in its sole discretion to
     instead utilize an Independent Third Party for this purpose), in good
     faith, to be the fair market value per share of Common Stock.
 
          "INDEPENDENT THIRD PARTY" means an individual or entity independent of
     the Company (and any transferor or transferee of Common Stock acquired upon
     the exercise of an option under the Plan, if applicable) with experience in
     providing investment banking appraisal or valuation services and with
     expertise generally in the valuation of securities or other property of the
     type at issue, that is chosen by the Board, in its sole discretion, to
     value securities or other property for purposes of this Plan. The Company's
     independent accountants shall be deemed to satisfy the criteria for an
     Independent Third Party if selected by the Board for that purpose. The
     Board may utilize one or more Independent Third Parties.
 
          "PARTICIPANT" means an employee of the Company or any of its
     Subsidiaries to whom an Award has been made under this Plan.
 
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          "RESTRICTED STOCK" means Common Stock that is restricted or subject to
     forfeiture provisions.
 
          "SUBSIDIARY" means (i) with respect to any Awards other than incentive
     stock options within the meaning of Code Section 422, any corporation,
     limited liability company, general or limited partnership, or similar
     entity of which the Company directly or indirectly owns shares representing
     more than 50% of the voting power of all classes or series of equity
     securities of such entity, which have the right to vote generally on
     matters submitted to a vote of the holders of equity interests in such
     entity, and (ii) with respect to Awards of incentive stock options, any
     subsidiary within the meaning of Section 424(f) of the Code or any
     successor provision.
 
     3. ELIGIBILITY. All employees consultants and independent contractors of
the Company and its Subsidiaries are eligible for Awards under this Plan. The
Committee shall select the Participants in the Plan from time to time by the
grant of Awards under the Plan.
 
     4. COMMON STOCK AVAILABLE FOR AWARDS. There shall be available for Awards
granted wholly or partly in Common Stock (including rights or options which may
be exercised for or settled in Common Stock) during the term of this Plan an
aggregate of 6,100,000 shares of Common Stock, subject to adjustment as provided
in Paragraph 14 (but including all previous adjustments pursuant to such
paragraph prior to the Effective Date of this Plan, as amended and restated).
The Board and the appropriate officers of the Company shall from time to time
take whatever actions are necessary to file required documents with governmental
authorities and stock exchanges and transaction reporting systems to make shares
of Common Stock available for issuance pursuant to Awards. Common Stock related
to Awards that are forfeited or terminated, expire unexercised, are settled in
cash in lieu of Common Stock or in a manner such that all or some of the shares
covered by an Award are not issued to a Participant, or are exchanged for Awards
that do not involve Common Stock, shall immediately become available for Awards
hereunder. The Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem
appropriate.
 
     5. ADMINISTRATION. This Plan shall be administered by the Committee, which
shall have full and exclusive power to interpret this Plan and to adopt such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision of
the Committee in the interpretation and administration of this Plan shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Committee or officer of the
Company to whom it has delegated authority in accordance with the provisions of
Paragraph 6 of this Plan shall be liable for anything done or omitted to be done
by him or her, by any member of the Committee or by any officer of the Company
in connection with the performance of any duties under this Plan, except for his
or her own willful misconduct or as expressly provided by statute.
 
     6. DELEGATION OF AUTHORITY. The Committee may delegate to the President and
to other senior officers of the Company its duties under this Plan pursuant to
such conditions or limitations as the Committee may establish, except that the
Committee may not delegate to any person the authority to grant Awards to, or
take other action with respect to, Participants who are subject to Section 16 of
the Exchange Act.
 
     7. AWARDS. The Committee shall determine the type or types of Awards to be
made to each Participant under this Plan. Each Award made hereunder shall be
embodied in an Award Agreement, which shall contain such terms, conditions and
limitations as shall be determined by the Committee in its sole discretion and
shall be signed by the Participant and by the President or any Vice President of
the Company for and on behalf of the Company. An Award Agreement may include
provisions for the repurchase by the Company of Common Stock acquired pursuant
to the Plan and the repurchase of a Participant's option rights under the Plan.
Awards may consist of those listed in this Paragraph 7 and may be granted
singly, in combination or in tandem. Awards may also be made in combination or
in tandem with, in replacement of, or as alternatives to grants or rights (a)
under this Plan or any other employee plan of the Company or any of its
Subsidiaries, including the plan of any acquired entity, or (b) made to any
Company or Subsidiary employee by the Company or any Subsidiary. An Award may
provide for the granting or issuance of additional, replacement or alternative
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Awards upon the occurrence of specified events, including the exercise of the
original Award. Notwithstanding anything herein to the contrary, no Participant
may be granted Awards consisting of stock options or stock appreciation rights
exercisable for more than 620,000 shares of Common Stock, subject to adjustment
as provided in Paragraph 14 (i.e., 20% of the shares of Common Stock originally
authorized for Awards under this Plan, as previously adjusted pursuant to
Paragraph 14). In the event of an increase in the number of shares authorized
under the Plan, the 20% limitation will apply to the number of shares
authorized.
 
          (i) STOCK OPTION. An Award may consist of a right to purchase a
     specified number of shares of Common Stock at a price specified by the
     Committee in the Award Agreement or otherwise. A stock option may be in the
     form of an incentive stock option ("ISO") which, in addition to being
     subject to applicable terms, conditions and limitations established by the
     Committee, complies with Section 422 of the Code. Notwithstanding the
     foregoing, no ISO can be granted under the Plan more than ten years
     following the Effective Date of the Plan.
 
          (ii) STOCK APPRECIATION RIGHT. An Award may consist of a right to
     receive a payment, in cash or Common Stock, equal to the excess of the Fair
     Market Value or other specified valuation of a specified number of shares
     of Common Stock on the date the stock appreciation right ("SAR") is
     exercised over a specified strike price as set forth in the applicable
     Award Agreement.
 
          (iii) STOCK AWARD. An Award may consist of Common Stock or may be
     denominated in units of Common Stock. All or part of any stock Award may be
     subject to conditions established by the Committee and set forth in the
     Award Agreement, which conditions may include, but are not limited to,
     continuous service with the Company and its Subsidiaries, achievement of
     specific business objectives, increases in specified indices, attaining
     specified growth rates and other comparable measurements of performance.
     Such Awards may be based on Fair Market Value or other specified
     valuations. The certificates evidencing shares of Common Stock issued in
     connection with a stock Award shall contain appropriate legends and
     restrictions describing the terms and conditions of the restrictions
     applicable thereto.
 
          (iv) CASH AWARD. An Award may be denominated in cash with the amount
     of the eventual payment subject to future service and such other
     restrictions and conditions as may be established by the Committee and set
     forth in the Award Agreement, including, but not limited to, continuous
     service with the Company and its Subsidiaries, achievement of specific
     business objectives, increases in specified indices, attaining specified
     growth rates and other comparable measurements of performance.
 
     8. PAYMENT OF AWARDS.
 
          (a) GENERAL. Payment of Awards may be made in the form of cash or
     Common Stock or combinations thereof and may include such restrictions as
     the Committee shall determine including, in the case of Common Stock,
     restrictions on transfer and forfeiture provisions.
 
          (b) DEFERRAL. The Committee may, in its discretion, (i) permit
     selected Participants to elect to defer payments of some or all types of
     Awards in accordance with procedures established by the Committee or (ii)
     provide for the deferral of an Award in an Award Agreement or otherwise.
     Any such deferral may be in the form of installment payments or a future
     lump sum payment. Any deferred payment, whether elected by the Participant
     or specified by the Award Agreement or by the Committee, may be forfeited
     if and to the extent that the Award Agreement so provides.
 
          (c) DIVIDENDS AND INTEREST. Dividends or dividend equivalent rights
     may be extended to and made part of any Award denominated in Common Stock
     or units of Common Stock, subject to such terms, conditions and
     restrictions as the Committee may establish. The Committee may also
     establish rules and procedures for the crediting of interest on deferred
     cash payments and dividend equivalents for deferred payment denominated in
     Common Stock or units of Common Stock.
 
          (d) SUBSTITUTION OF AWARDS. At the discretion of the Committee, a
     Participant may be offered an election to substitute an Award for another
     Award or Awards of the same or different type.
 
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     9. STOCK OPTION EXERCISE. The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the Committee, by means of tendering Common Stock or
surrendering all or part of that or any other Award, including Restricted Stock,
valued at Fair Market Value on the date of exercise, or any combination thereof.
The Committee shall determine acceptable methods for tendering Common Stock or
Awards to exercise a stock option as it deems appropriate. If permitted by the
Committee, payment may be made by successive exercises by the Participant. The
Committee may provide for procedures to permit the exercise or purchase of
Awards by (a) loans from the Company or (b) use of the proceeds to be received
from the sale of Common Stock issuable pursuant to an Award. Unless otherwise
provided in the applicable Award Agreement, in the event shares of Restricted
Stock are tendered as consideration for the exercise of a stock option, a number
of the shares issued upon the exercise of the stock option, equal to the number
of shares of Restricted Stock used as consideration therefor, shall be subject
to the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.
 
     10. TAX WITHHOLDING. The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
cash or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a combination thereof for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes. The
Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.
 
     11. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (a) no amendment or alteration that would impair the rights
of any Participant under any Award previously granted to such Participant shall
be made without such Participant's consent and (b) no amendment or alteration
shall be effective prior to approval by the Company's shareholders to the extent
such approval is required by applicable laws, regulations, stock exchange or
quotation system requirements.
 
     12. TERMINATION OF EMPLOYMENT. Upon the termination of employment by a
Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. Each Award
granted pursuant to this Plan which is a stock option shall provide that if the
Participant ceases to be employed by the Company or its affiliates for any
reason whatsoever, the option shall immediately terminate to the extent the
option is not vested (or does not become vested as a result of such termination
of employment) on the date the Participant terminates employment.
 
     13. ASSIGNABILITY. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-1(c) under the
Exchange Act shall be assignable or otherwise transferable except by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. The Committee may prescribe and include
in applicable Award Agreements other restrictions on transfer. Any attempted
assignment of an Award or any other benefit under this Plan in violation of this
Paragraph 13 shall be null and void.
 
     14. ADJUSTMENTS.
 
          (a) The existence of outstanding Awards shall not affect in any manner
     the right or power of the Company or its shareholders to make or authorize
     any or all adjustments, recapitalizations, reorganizations or other changes
     in the capital stock of the Company or its business or any merger or
     consolidation of the Company, or any issue of bonds, debentures, preferred
     or prior preference stock (whether or not such issue is prior to, on a
     parity with or junior to the Common Stock) or the dissolution or
     liquidation of the Company, or any sale or transfer of all or any part of
     its assets or business, or any other corporate act or proceeding of any
     kind, whether or not of a character similar to that of the acts or
     proceedings enumerated above.
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          (b) In the event of any subdivision or consolidation of outstanding
     shares of Common Stock or declaration of a dividend payable in shares of
     Common Stock or capital reorganization or reclassification or other
     transaction involving an increase or reduction in the number of outstanding
     shares of Common Stock, the Committee may adjust proportionally (i) the
     number of shares of Common Stock reserved under this Plan and covered by
     outstanding Awards denominated in Common Stock or units of Common Stock;
     (ii) the exercise or other price in respect of such Awards; and (iii) the
     appropriate Fair Market Value and other price determinations for such
     Awards. Notwithstanding the foregoing, no adjustment is required for the
     stock split effected or to be effected shortly before the initial grant of
     Options under this Plan. In the event of any consolidation or merger of the
     Company with another corporation or entity or the adoption by the Company
     of a plan of exchange affecting the Common Stock or any distribution to
     holders of Common Stock of securities or property (other than normal cash
     dividends or dividends payable in Common Stock), the Committee shall make
     such adjustments or other provisions as it may deem equitable, including
     adjustments to avoid fractional shares, to give proper effect to such
     event. Additionally, and without limiting the generality of the foregoing,
     there shall be no adjustment for any dividend or distribution of cash, debt
     or other property in respect of the Company's earnings or its accumulated
     adjustments account as defined in Section 1368(e)(1) of the Code (including
     any estimated amount of such account) in respect of the period in which the
     Company is an "S" corporation within the meaning of Section 1361 of the
     Code. In the event of a corporate merger, consolidation, acquisition of
     property or stock, separation, reorganization or liquidation, the Committee
     shall be authorized, in its discretion, (i) to issue or assume stock
     options, regardless of whether in a transaction to which Section 424(a) of
     the Code applies, by means of substitution of new options for previously
     issued options or an assumption of previously issued options, (ii) to make
     provision, prior to the transaction, for the acceleration of the vesting
     and exercisability of, or lapse of restrictions with respect to, Awards and
     the termination of options that remain unexercised at the time of such
     transaction or (iii) to provide for the acceleration of the vesting and
     exercisability of the options and the cancellation thereof in exchange for
     such payment as shall be mutually agreeable to the Participant and the
     Committee.
 
     15. RESTRICTIONS. No Common Stock or other form of payment shall be issued
with respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws. It is the intent of the Company that this
Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of the
Exchange Act unless otherwise provided herein or in an Award Agreement, that any
ambiguities or inconsistencies in the construction of this Plan be interpreted
to give effect to such intention and that, if any provision of this Plan is
found not to be in compliance with Rule 16b-3, such provision shall be null and
void to the extent required to permit this Plan to comply with Rule 16b-3.
Certificates evidencing shares of Common Stock delivered under this Plan may be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Common Stock is then listed and any applicable
federal and state securities law. The Committee may cause a legend or legends to
be placed upon any such certificates to make appropriate reference to such
restrictions.
 
     16. UNFUNDED PLAN. Insofar as it provides for Awards of cash, Common Stock
or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts
may be established with respect to Participants who are entitled to cash, Common
Stock or rights thereto under this Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by cash, Common Stock or rights
thereto, nor shall this Plan be construed as providing for such segregation, nor
shall the Company, the Board or the Committee be deemed to be a trustee of any
cash, Common Stock or rights thereto to be granted under this Plan. Any
liability or obligation of the Company to any Participant with respect to a
grant of cash, Common Stock or rights thereto under this Plan shall be based
solely upon any contractual obligations that may be created by this Plan and any
Award Agreement, and no such liability or obligation of the Company shall be
deemed to be secured by any pledge or other encumbrance on any property of the
Company. None of the Company, the Board or the Committee shall be required to
give any security or bond for the performance of any obligation that may be
created by this Plan.
 
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     17. GOVERNING LAW. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Texas.
 
     18. EFFECTIVE DATE OF PLAN. This amendment and restatement of the Plan
shall be effective as of the date (the "Effective Date") it is approved by the
Board of Directors of the Company. Notwithstanding the foregoing, the amendment
and restatement of this Plan is expressly conditioned upon the approval by the
holders of a majority of outstanding shares of Common Stock present, or
represented, and entitled to vote at the 1998 annual meeting of shareholders. If
the shareholders of the Company should fail so to approve this Plan at such
annual meeting, this Plan shall terminate and cease to be of any further force
or effect except with respect to Awards then outstanding.
                                            Attested to by the Secretary of
                                            Eagle USA Air Freight, Inc. as
                                            adopted by the Board of Directors
                                            and Shareholders of Eagle USA Air
                                            Freight, Inc. effective as of the
                                            10th day of November, 1997 (the
                                            "Effective Date").
 
                                                  /s/ DOUGLAS A. SECKEL
                                            ------------------------------------
                                                     Douglas A. Seckel
                                                         Secretary
 
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