<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                    Form 10-K

(Mark One)

     (X) ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________
         TO ______________.



         Commission file number             0-19791

                            USFREIGHTWAYS CORPORATION

             (Exact name of registrant as specified in its charter)

      Delaware                            36-3790696

(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

8550 W. Bryn Mawr Ave., Ste. 700, Chicago, Il.         60631
(Address of principal executive offices)            (Zip Code)


(Registrant's telephone number, including area code)      (773) 824-1000


Securities registered pursuant to Section 12(b) of the Act:
    Title of each class      Name of each exchange of which registered
Common Stock $.01 Par Value                    NASDAQ
Preferred Stock Purchase Rights

   Securities registered pursuant to Section 12(g) of the Act:
                   8 1/2 % Notes Due April 15, 2010
                   6 1/2 % Notes Due May 1, 2009
                        (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. __X____ Yes________No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-K is not contained  herein and will not be  contained,  to the
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K ___.

The  number of  shares  of common  stock  outstanding  at March  23, 2001 was
26,223,010.  The aggregate market value of the voting stock of the registrant as
of March 23, 2001 was approximately $781,786,597.

                           DOCUMENTS INCORPORATED BY REFERENCE

1)   2000 Annual  Report to  Shareholders  for the Year Ended  December 31, 2000
     (Only those portions referenced herein are incorporated in this Form 10-K).

2)   Proxy Statement to be filed on or about March 28, 2001 (Only those portions
     referenced herein are incorporated in this Form 10-K).

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                                     Page 2

                            USFreightays Corporation

                                    Form 10-K
                          Year Ended December 31, 2000


                                     PART I

Item 1.           Business

Background

     USFreightways  Corporation ("the Company")  provides  comprehensive  supply
chain  management   services  through  its  operating   subsidiaries.   Regional
less-than-truckload  ("LTL") general commodities  carriers provide overnight and
second-day  delivery  throughout  the United  States and into Canada.  Logistics
subsidiaries  provide  integrated supply chain solutions,  value added logistics
solutions,   reverse  logistics  services  and  complete  warehouse  fulfillment
services to its customers.  The Company also provides domestic and international
freight forwarding,  import and export air and ocean services as well as premium
regional and national  truckload ("TL") service.  Principal  subsidiaries in the
Regional  LTL  group  are  USF  Holland  Inc.  ("Holland"),   USF  Bestway  Inc.
("Bestway"),  USF Red Star Inc. ("Red Star"), USF Reddaway Inc. ("Reddaway") and
USF Dugan Inc.  ("Dugan").  USF  Worldwide  Logistics  consists of Logistics and
Freight  Forwarding  Groups.  The Logistics group consists of USF Logistics Inc.
("Logistics"),  USF Processors Inc ("Processors") and USF Distribution  Services
Inc.  ("Distribution  Services");  the Freight Forwarding group includes several
companies that all now operate under the name USF Worldwide Inc.  ("Worldwide");
USF Glen Moore Transport Inc. ("Glen Moore") is the Company's TL carrier.

     The Company traces its origins to 1984 when TNT Limited, through its wholly
owned subsidiary TNT Transport Group ("Transport Group"), embarked on a strategy
to establish,  through acquisition, a nationwide network of quality regional LTL
carriers.  During the same period,  the group of businesses  that now constitute
the  Company  also  grew  as  a  result  of  internal  expansion  and  increased
penetration of existing markets. In April 1991 the Company was incorporated as a
holding company for regional trucking companies.

     During February 1992 Transport Group sold 19,593,750 shares of common stock
through an initial public offering for which the proceeds were paid to Transport
Group.  In a subsequent  transaction  in May 1993,  the Company  purchased  from
Transport Group all its remaining shares in the Company.

     In February  1997,  the Company  sold  3,105,000  of its shares in a public
offering.

     Beginning in June, 2000, the Company repurchased 954,200 of its outstanding
shares  under  two  separate  repurchase  programs  authorized  by the  board of
directors. The first authorized program included a total of 500,000 shares to be
repurchased.  The second authorized program included a total of 1,000,000 shares
to be  repurchased.  There are currently  available,  under the second  program,
approximately 545,800 shares that could be repurchased.

     During 1998, under the purchase method of accounting,  the Company acquired
all of the  outstanding  shares of Golden Eagle Group,  Inc.,  an  international
freight  forwarding  company;  Glen Moore Transport,  Inc., a truckload  freight
carrier; Moore and Son Co., a transportation logistics services company; and the
general commodities business of Vallerie's  Transportation  Service,  Inc. for a
total of $66,379,000 of cash and debt incurred.

     During 1999, under the purchase method of accounting,  the Company acquired
all of the outstanding shares of Processors Unlimited Company,  Ltd., a provider
of reverse  logistics  services  to the  grocery  and drug  industries;  Special
Dispatch of Dallas,  Inc., a Texas based provider of assembly and  distributions
services; Cuxhaven Group, Inc., a domestic freight forwarding company and former
Baltimore,  MD agent for Worldwide;  Airgo,  Inc., a domestic freight forwarding
company and former Seattle, WA agent for Worldwide;  Scan Trans, Inc. a domestic
freight  forwarding  company and former San  Francisco,  CA agent for Worldwide;
Pace  Transportation,  Ltd., a domestic  freight  forwarding  company and former
Baltimore, MD agent for Worldwide;  Best Ways Air Cargo, a Puerto Rico-based air
freight forwarder and Underwood  Trucking,  an Indiana -based truckload carrier.
The Company  also  purchased  the general  commodities  business of CBL Trucking
Inc.,  a  Mid-Atlantic  and New  England  LTL  carrier;  certain  assets of Gulf
International  Freight, a domestic freight forwarding company and certain assets
of Pre Trans,  a Puerto  Rico  business  unit of Caro Trans  International  that
provides ocean services.  Total  consideration  for all Fiscal 1999 acquisitions
amounted to $52,054,000 of cash and debt incurred.

     During 2000, under the purchase method of accounting,  the Company acquired
all of the outstanding shares of Tri-Star  Corporation,  Inc., a Tennessee based
truckload carrier and Ultimex Global Logistics PLC, a freight forwarder based in
London, England. Total consideration for all Fiscal 2000 acquistions amounted to
$26,188,000 of cash and debt incurred.
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                                PAGE 3

   Following  is a  table  depicting  revenue  by  LTL  trucking,  TL  trucking,
Logistics,  Freight  forwarding and Corporate and other segments for each of the
most recent three years:

Revenue ($ in millions)

Year                      1998      %    1999       %         2000       %
                         ------    ---  ------     ---       ------     ---
 LTL trucking            $1,540    83.9 $1,750     78.6      $1,914     75.4
 TL trucking                 13     0.7     45      2.0          86      3.4
 Logistics                  130     7.1    207      9.3         277     10.9
 Freight forwarding         152     8.3    225     10.1         262     10.3
 Corporate and other          -     0.0      -      0.0           -
                         ------   ----  ------     ----      ------    -----
Total                    $1,835   100.0 $2,227    100.0     $ 2,539    100.0
                         ------   ----- ------    -----      ------    -----




Regional LTL Trucking

     LTL  shipments  are  defined  as  shipments  of less  than  10,000  pounds.
Typically,  LTL carriers  transport freight along scheduled routes from multiple
shippers to multiple  consignees  utilizing a network of terminals together with
fleets of line-haul and pickup and delivery  tractors and  trailers.  Freight is
picked up from  customers by local drivers and  consolidated  for shipment.  The
freight is then loaded into  intercity  trailers  and  transferred  by line-haul
drivers to the terminal  servicing  the  delivery  area.  There,  the freight is
transferred to local trailers and delivered to its destination by local drivers.

     LTL operators are generally  categorized as either regional,  interregional
or long-haul carriers,  depending on the distance freight travels from pickup to
final delivery.  Regional  carriers  usually have average lengths of haul of 500
miles or less and tend to  provide  either  overnight  or  second  day  service.
Regional LTL carriers usually are able to load freight for direct transport to a
destination  terminal,  thereby  avoiding the costly and  time-consuming  use of
breakbulk  terminals  (where  freight is rehandled  and reloaded to its ultimate
destination).  In contrast,  long-haul LTL carriers  (average lengths of haul in
excess of 1,000 miles)  operate  networks of breakbulk and  satellite  terminals
(hub-spoke   systems)  and  rely   heavily  on  interim   handling  of  freight.
Interregional  carriers  (500 to 1,000  miles  per  average  haul)  also rely on
breakbulk terminals but to a lesser degree than long-haul carriers.

     Regional LTL carriers,  including the Company's LTL trucking  subsidiaries,
principally  compete  against other  regional LTL carriers.  To a lesser extent,
they compete against interregional and long-haul LTL carriers. To an even lesser
degree, regional LTL transporters compete against truckload carriers,  overnight
package companies,  railroads and airlines.  Significant  barriers to entry into
the  regional  LTL  market  exist  as  a  result  of  the  substantial   capital
requirements  for  terminals  and  revenue  equipment  and the need for a large,
well-coordinated and skilled work force.

     In the  competitive  environment  of each  of the  Company's  LTL  trucking
subsidiaries,  most LTL carriers have adopted  discounting  programs that reduce
prices paid by some shippers.  Additionally,  when new LTL  competitors  enter a
geographic  region,  they often utilize discounted prices to lure customers away
from the  Company's  trucking  subsidiaries.  Such attempts to gain market share
through price reduction programs exert downward pressure on the industry's price
structure  and  profit  margins  and  have  caused  many LTL  carriers  to cease
operations.
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                                PAGE 4

The LTL Trucking Subsidiaries

     The following is a brief description of the Company's LTL regional trucking
subsidiaries.  Statistical information for subsidiaries'  operations is reported
in the Company's 2000 Annual Report to the Shareholders,  and is incorporated by
reference in this Form 10-K as page F22 of Exhibit 13.

     USF  Holland  is the  largest  of  the  Company's  operating  subsidiaries,
transporting LTL shipments  interstate  throughout the central United States and
into  the  Southeast.  USF  Holland  uses  predominantly  single  48 and 53 foot
trailers.  The average  length of line-haul in the year ended  December 31, 2000
was approximately 390 miles.

     USF Red Star operates in the eastern United States,  as well as to and from
eastern Canada.  USF Red Star uses a combination of single and double  trailers.
The  average  length  of  line-haul  in the year  ended  December  31,  2000 was
approximately 300 miles.

     USF Bestway  operates  throughout the southwest region of the United States
from Texas to California.  USF Bestway uses double  trailers in its  operations.
For the year ended  December 31, 2000 the average  length of  line-haul  for USF
Bestway was approximately 411 miles.

     USF Reddaway  provides LTL carriage along the I-5 corridor from  California
to Washington,  throughout  the northwest  United States and into western Canada
and Alaska. The average length of line-haul for the year ended December 31, 2000
was  approximately  600 miles. USF Reddaway  operates double trailers and, where
possible, triple trailer combinations.

     USF Dugan  provides  service  to the Plains  states  and into the  southern
states  from  Texas to  Florida.  USF Dugan  operates  with  double  and  triple
trailers,  and the average  length of line-haul for the year ended  December 31,
2000 was approximately 550 miles.

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                                     PAGE 5

Truckload Trucking

     TL shipments are defined as shipments of 10,000 or more pounds.  Typically,
TL carriers  transport  freight along  irregular  routes from single shippers to
single  consignees,  without the necessity of a network of  terminals,  together
with fleets of  line-haul  sleeper  tractors  and  trailers.  Consolidated  full
truckload  freight is picked up from the  customer  and  delivered  to its final
destination  by  either a company  long-haul  driver  or an  independent  owner-
operator that has a leasing agreement with the carrier.

     TL operators  are  generally  categorized  as  long-haul  carriers and to a
lesser  degree  interregional  depending  on the distance  freight  travels from
pickup to final delivery. The average length of haul for most TL operators is in
excess of 1,000 miles.

     TL carriers,  including  the  Company's  trucking  subsidiary,  principally
compete against other TL carriers and to some extent the railroads.  TL carriers
generally  do not compete  against LTL  carriers.  Barriers to entry into the TL
market  exist  as a result  of  substantial  capital  requirements  for  revenue
equipment and the need for a  well-coordinated  and skilled work force. The work
force and revenue equipment requirements,  to some degree, can be offset through
the leasing of independent contractors that own their equipment. This work force
is not as controllable as the company employee work force.

     In the  competitive  environment  of the Company's TL trucking  subsidiary,
most TL carriers  have adopted  discounting  programs that reduce prices paid by
some shippers.  Additionally,  when new TL competitors enter the business,  they
often utilize  discounted  prices to lure  customers  away from the Company's TL
trucking subsidiary.  Such attempts to gain market share through price reduction
programs exert downward  pressure on the industry's  price  structure and profit
margins and have caused TL carriers to cease operations.

The TL Trucking Subsidiary

     The  following  is  a  brief  description  of  the  Company's  TL  trucking
subsidiary.  Statistical information for the subsidiary's operations is reported
in the Company's 2000 Annual Report to the Shareholders,  and is incorporated by
reference in this Form 10-K as page F22 of Exhibit 13.

     Glen  Moore is the  Company's  TL  subsidiary,  transporting  TL  shipments
interstate  throughout  the  United  States  generally  from the  Northeast  and
Southeast states to the West coast and into the North Central  states.Glen Moore
primarily utilizes sleeper line-haul tractors and 53 foot trailers. Glen Moore's
average length of haul is approximately 1,000 miles.

     On August 2, 1999, Glen Moore acquired Underwood Trucking  ("Underwood") an
Indiana based TL carrier which was merged into Glen Moore.

     On January 10, 2000, Glen Moore acquired Tri-Star  Transportation,  Inc., a
Tennessee based TL carrier which was merged into Glen Moore.  At the end of the
current year, Glen Moore operated 599 tractors (mainly sleeper units) and 1,885
trailers.

The Logistics Subsidiaries

     Logistics  subsidiaries  provide  integrated supply chain solutions,  value
added logistics  solutions,  reverse logistics  services and complete  warehouse
fulfillment  services to its customers.  These activities are conducted  through
USF Logistics,  which provides integrated supply chain solutions for its clients
including transportation,  warehousing,  cross-docking,  product reconfiguration
and  reverse  logistics;  USF  Distribution  Services,  a national  provider  of
value-added  logistics  services  to the retail and  industrial  markets  with a
particular focus on consolidation/distribution and fulfillment programs; and USF
Processors  a  Dallas,  TX based  provider  of  reverse  logistics  services  to
manufacturers,  distributors and retailers.  USF Processors  currently  operates
from approximately 50 sites across the country, has in excess of 1,900 employees
and contributed approximately $70.6 million in revenue in 2000.



<PAGE>

                                PAGE 6

The Freight Forwarding Subsidiaries

     The Company is engaged,  through its subsidiary USF Worldwide, in providing
domestic and international  freight  forwarding for its customers  including air
freight  services,  import and export air and ocean  services and customs  house
brokerage services.

     During  1999,  USF  Worldwide  acquired  three of its  former  agent  owned
stations and converted them into company owned  stations in key gateway  cities.
USF Worldwide  acquired two other companies,  located in key gateway cities, and
converted them to company owned  stations.  In order to expand its services into
the growing  Caribbean  market,  USF Worldwide also acquired a Puerto Rico based
air  freight  forwarder  and a Puerto  Rico based  Non-vessel  operating  common
carrier.

     In October 1999, USF Worldwide formed a partnership  under the trading name
USF  Asia  Group.  USF  Asia  Group,  based  in  Hong  Kong,   provides  sea/air
consolidation,  local forwarding,  customs clearance,  NVOCC and warehousing and
distribution  services  to  companies  doing  business to and from or within the
Asia-Pacific region. USF Asia contributed approximately $11.7 million in revenue
in 2000.

     In August 2000,  USF  Worldwide  acquired  Ultimex  Global  Logistics PLC a
freight forwarder located in London, England. Since its acquisition, Ultimex has
contributed approximately $9.3 million in revenue.

Terminals for Regional LTL Trucking

     The  Company's  253  terminals  are a key element in the  operation  of its
regional  trucklines.  The terminals vary significantly in size according to the
markets served.  Sales personnel at each terminal are responsible for soliciting
new business. Each terminal maintains a team of dispatchers who communicate with
customers  and  coordinate  local pickup and delivery  drivers.  Terminals  also
maintain teams of dock workers,  line-haul drivers and administrative personnel.
The larger  terminals  also have  maintenance  facilities  and  mechanics.  Each
terminal  is  directed  by  a  terminal  manager  who  has  general  supervisory
responsibilities  and also  plays an  important  role in  monitoring  costs  and
service quality.

Revenue Equipment

     At  December  31,  2000 the  Company  operated  9,606  tractors  and 22,980
trailers of which  approximately 95% are owned. USF Logistics leases most of its
tractors and trailers. Each subsidiary selects its own revenue equipment to suit
the customers'  needs or conditions  prevailing in its region,  such as terrain,
climate,  and average  length of  line-haul.  Tractors and trailers are built to
standard  specifications  and generally are not modified to fit special customer
situations.

     Each subsidiary has a comprehensive  preventive maintenance program for its
tractors and trailers to minimize equipment downtime and prolong equipment life.
Repairs and maintenance are performed regularly at the subsidiaries'  facilities
and at independent contract maintenance facilities.

     The Company replaces tractors and trailers based on factors such as age and
condition,  the market for equipment  and  improvements  in technology  and fuel
efficiency.  At December  31, 2000 the  average age of the  Company's  line-haul
tractors  was 3.5 years and the average age of its  line-haul  trailers  was 7.2
years.  Older  line-haul  tractors  are often  assigned  to pickup and  delivery
operations,  which are  generally  operated  at lower  speeds  and over  shorter
distances,  allowing  the Company to extend the life of  line-haul  tractors and
improve asset utilization.  The average age of the Company's pickup and delivery
tractors at December 31, 2000 was 8.3 years.

Sales and Marketing

     Sales  personnel  as well as  senior  management  at  each  subsidiary  are
responsible for soliciting new business and maintaining good customer relations.
In addition,  the Company  maintains a corporate sales and marketing  department
consisting of 20 professionals  who are assigned major accounts within specified
geographic  regions of the  continental  United States.  These  corporate  sales
managers  solicit  business for the regional  trucklines from  distribution  and
logistics  executives of large shippers.  In many cases,  targeted  corporations
maintain  centralized control of multiple shipping and receiving  locations.  In
addition,  the subsidiaries maintain a combined sales force of approximately 600
sales professionals that work in concert with the corporate sales managers.
<PAGE>
                                PAGE 7

Seasonality

     The  Company's  results,  consistent  with  the  trucking  and air  freight
industry in general,  show seasonal  patterns with tonnage and revenue declining
during the winter months and, to a lesser degree, during vacation periods in the
summer.  Furthermore,  inclement  weather  in  the  winter  months  can  further
negatively affect the Company's results.

Customers

     The Company is not  dependent  upon any  particular  industry  and provides
services to a wide  variety of customers  including  many large,  publicly  held
companies.  During the year ended December 31, 2000 no single customer accounted
for more than two percent of the Company's  operating  revenue and the Company's
ten largest  customers as a group  accounted for  approximately  11.6%percent of
total operating  revenue.  Many of the national account  customers use more than
one of the Company's regional trucklines for their transportation requirements.


Cooperation Among Trucklines

     The Company's  subsidiaries cooperate with each other to market and provide
services  along  certain  routes   running   between  their  regions.   In  such
circumstances,  the  trucklines  jointly  price  their  service  and then divide
revenue in  proportion  to the amount of carriage  provided  by each  company or
based on predetermined formulae.

Information Technology

     The  Company's  regional  trucking  subsidiaries  are linked by  technology
featuring  information-rich  freight  management  systems that enable timely and
fast schedule adjustments. The Company's worldwide web site, USFreightways.com.,
averages  more than 100 thousand  hits per day. The  Company's  secure  internet
site,  USF Net,  receives  more  than 30  thousand  hits per day from  customers
accessing detailed product and service information.

     The Company's regional trucking  subsidiaries are also linked by a wireless
communications  network while Glen Moore and the  dedicated  fleet are linked by
the latest satellite systems in order to efficiently track shipments.

     Many of the Company's  customers are linked  directly to the Company's data
systems  via  Electronic  Data  Interchange  (EDI) a  sophistocated  information
exchange   platform  that  is  particularly   well  suited  for  customers  with
significant volumes of business.

     Additionally,  the Company's  document imaging systems  currently scan more
than 300 thousand  documents per day. The next  generation of USF Net will allow
for the viewing of scanned documents online.

     In  2000,  the  Company  doubled  the  size  of its  corporate  information
technology team in order to develop the next generation of web-related and other
information technology systems.

<PAGE>
                                PAGE 8

Fuel

     The motor carrier  industry is dependent  upon the  availability  of diesel
fuel.  Shortages of fuel, increases in fuel costs or fuel taxes, or rationing of
petroleum  products could have a material adverse effect on the profitability of
the Company.  The  Company's  LTL regional  trucking  subsidiaries  periodically
maintain a fuel surcharge to partially offset  increases in fuel prices.  Due to
rising fuel prices, the Company's LTL regional trucking subisiiaries  reinstated
a fuel  surcharge in the third quarter of 1999 which is still in effect in March
2001. Fuel expense, as a percentage of revenue, approximated 6.0% during 2000 at
the Company's LTL trucking  subsidiaries.  Prior to the 2000 fourth quarter, the
Company  netted fuel  surcharges  invoiced to customers  against  fuel  expense.
Effective with the 2000 fourth quarter, the Company reclassified fuel surcharges
invoiced  to  customers  as  revenue as  promulgated  under the  Securities  and
Exchange  Commission's Staff Accounting Bulletin Number 101 "Revenue Recognition
in Financial Statements".  The Company has restated revenue and expenses for the
first three quarters of 2000 and the fourth quarter of 1999. As a result,revenue
and fuel expense  increased by $60.4 million in 2000 and $4.5 million in 1999 in
the Company's trucking subsidiaries. However, there was no effect on income from
operations  or net  income.  Fuel and  fuel  tax  expense  in the  Company's  TL
subsidiary,  as a percentage  of revenue,  approximated  17% during  2000.  Fuel
surcharges in the TL industry are more  difficult to implement  and collect.  In
most cases, TL operators  generally  recover the increases in fuel costs through
increases in rates charged for its services. The Company has not experienced any
difficulty in maintaining fuel supplies sufficient to support its operations.

Regulation

     In August  1994,  two pieces of  legislation  passed the  Congress and were
signed into law that  greatly  affected  the  trucking  industry.  The  Trucking
Industry  Regulatory Reform Act ("TIRRA") reduced the ICC's authority over motor
carriers by eliminating the tariff-filing  requirement for motor common carriers
using individually determined rates, classifications,  rules or practices. Under
TIRRA, motor carriers are still required to provide shippers, if requested, with
a copy of the rate,  classification,  rules or practices  of the carrier.  Also,
Title VI of the Federal Aviation Administration  Authorization Act of 1994 ("the
1994 Act")  effectively  prohibited  state  economic  regulation of all trucking
operations  for motor  carriers.  The 1994 Act does allow the states to continue
regulation of safety and insurance programs,  including carrier inspections.  On
December 29, 1995,  President Clinton signed the Interstate  Commerce Commission
Termination  Act of 1995 ("ICCTA") which abolished the ICC as of January 1, 1996
and transferred its residual functions to the Federal Highway Administration and
a newly  created  Surface  Transportation  Board within the U. S.  Department of
Transportation.  Congress  has  prescribed  a  transition  period  during  which
regulations implementing the ICCTA including insurance and safety issues must be
promulgated by the Secretary of Transportation.
<PAGE>
                                PAGE 9

     The trucking  industry remains subject to the possibility of regulatory and
legislative  changes that can influence  operating practices and the demands for
and the costs of providing services to shippers.

     Interstate  motor  carrier  operations  are subject to safety  requirements
prescribed by the U.S. Department of Transportation  ("DOT"), while such matters
as the weight and  dimensions of equipment are also subject to Federal and state
regulations.  Effective  April  1,  1992,  truck  drivers  were  required  to be
commercial vehicle licensed in compliance with the DOT, and legislation subjects
them to strict drug testing standards.  These  requirements  increase the safety
standards  for  conducting  operations,  but add  administrative  costs and have
affected the availability of qualified,  safety conscious drivers throughout the
trucking industry.

The Company uses underground  storage tanks at certain  terminal  facilities and
maintains a comprehensive policy of testing, upgrading, replacing or eliminating
these tanks to protect the environment and comply with various Federal and state
laws. Whenever any contamination is detected,  the Company takes prompt remedial
action to remove the contaminants.

Insurance and Safety

     One of the risk areas in the Company's businesses is cargo loss and damage,
bodily  injury,  property  damage  and  workers'  compensation.  The  Company is
effectively  self-insured  on its  significant  operations  up to $2 million per
occurrence  for cargo loss and damage,  bodily injury and property  damage.  The
Company is also predominantly self-insured for workers' compensation for amounts
to $1  million  per  occurrence.  Additionally,  the  Company  insures  workers'
compensation  for amounts in excess of $1 million per  occurrence  and all other
losses in excess of $2 million.

     Each operating  subsidiary  employs safety specialists and maintains safety
programs  designed to meet its specific needs. In addition,  the Company employs
specialists to perform compliance checks and conduct safety tests throughout the
Company's operations. The Company's safety record to date has been good.



Employees

     At December 31, 2000 the Company  employed 23,462  persons,  of whom 13,575
were  drivers,  3,243 were dock  workers,  and the  balance  support  personnel,
including office workers, managers and administrators.  Approximately 47 percent
of all employees were members of unions. Approximately 86 percent of these union
workers  were  employed  by USF  Holland  or USF Red  Star and  belonged  to the
International Brotherhood of Teamsters, Chauffeurs,  Warehousemen and Helpers of
America  (the  "IBT").  Members of the IBT at USF  Holland  and USF Red Star are
presently working under the terms of a five-year,  industry-wide labor agreement
that expires in March 2003.

Item 2.           Properties

     In May,  2000, the Company  relocated its executive  offices to 8550 West
Bryn Mawr Ave, Ste. 700,  Chicago,  IL 60631.  The Company's  27,500 square foot
facility is occupied under a lease terminating in August 2008.

     Each of the Company's  operating  subsidiaries also maintains a head office
as well as numerous  operating  facilities.  Of the 253  regional  LTL  trucking
terminal  facilities used by the Company as of December 31, 2000, 110 were owned
and 143 were leased.  These  facilities  range in size  according to the markets
served. The Company has not experienced and does not anticipate  difficulties in
renewing  existing  leases on favorable terms or obtaining new facilities as and
when required.

     For a  description  of  revenue  equipment,  refer  to  Item  1 on  revenue
equipment.

 <PAGE>

                                PAGE 10

Item 3.           Legal Proceedings

     The  Company  is a party to a  number  of  proceedings  brought  under  the
Comprehensive Environmental Response,  Compensation and Liability Act, (CERCLA).
The Company has been made a party to these  proceedings as an alleged  generator
of waste  disposed of at  hazardous  waste  disposal  sites.  In each case,  the
Government  alleges  that the parties are jointly and  severally  liable for the
cleanup  costs.   Although  joint  and  several  liability  is  alleged,   these
proceedings  are  frequently  resolved  on the  basis of the  quantity  of waste
disposed of at the site by the  generator.  The  Company's  potential  liability
varies greatly from site to site.  For some sites the potential  liability is de
minimis and for others the costs of cleanup have not yet been determined.  While
it is not feasible to predict or determine the outcome of these  proceedings  or
similar  proceedings  brought by state  agencies  or private  litigants,  in the
opinion of management,  the ultimate  recovery or liability,  if any,  resulting
from such  litigation,  individually  or in the  aggregate,  will not materially
adversely affect the Company's financial condition or results of operations and,
to the Company's best  knowledge,  such  liability,  if any, will represent less
than 1% of its revenues.


     Also, the Company is involved in other  litigation  arising in the ordinary
course of business,  primarily involving claims for bodily injuries and property
damage.  In the opinion of management,  the ultimate  recovery or liability,  if
any, resulting from such litigation,  individually or in the aggregate, will not
materially  adversely  affect the  Company's  financial  condition or results of
operations.

<PAGE>

                                     PAGE 11

                                     PART II

Item 5.   Market for the Company's Common Stock and related Stockholder Matters

     The  Company's  common  stock  trades on The NASDAQ  Stock Market under the
symbol:  USFC. On February 15, 2001 there were  approximately  12,000 beneficial
holders of the Company's common stock. For the high and low sales prices for the
common stock for each full calendar quarterly period for 1999 and 2000, see page
F21 of the Company's  Annual Report to the  Shareholders - Financial  Statements
(incorporated by reference under Item 14 herein).

     Since July 2, 1992,  the Company has paid a quarterly  dividend of $.093333
per share.  Although  it is the  present  intention  of the  Company to continue
paying quarterly dividends, the timing, amount and form of future dividends will
be determined by the board of directors and will depend,  among other things, on
the Company's results of operations,  financial  condition,  cash  requirements,
certain legal  requirements  and other factors  deemed  relevant by the board of
directors.  See "Management's Discussion and Analysis of Financial Condition and
Results of  Operations  - Liquidity  and  Capital  Resources"  (incorporated  by
reference under Item 14 herein).

Item 6.           Selected Financial Data

     The  information  set  forth  under  the  caption  "Selected   Consolidated
Financial Data" on page F21 of the Company's  Annual Report to the  Shareholders
Financial  Statements for the year ended December 31, 2000, is  incorporated  by
reference under Item 14 herein.

Item 7.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations

     "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  appearing on pages F3 through F5 of the Company's  Annual Report to
the Shareholders - Financial Statements for the year ended December 31, 2000, is
incorporated by reference under Item 14 herein.

Item 8.           Financial Statements and Supplementary Data

     The  Financial  Statements  and  Supplementary  Data  Appearing on pages F7
through  F20 of the  Company's  Annual  Report to the  Shareholders  - Financial
Statements for the year ended December 31, 2000, are  incorporated  by reference
under Item 14 herein.

Item 9.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure

                None
<PAGE>

                                     PAGE 12

                                    PART III

Item 10. Directors and Executive Officers of the Company

     The information for directors is reported in the Company's definitive proxy
statement  to be filed  pursuant  to  Regulation  14A,  and is  incorporated  by
reference. The following table sets forth certain information as of December 31,
2000 concerning the registrant's executive officers:

         Name               Age           Position

Samuel K. Skinner            62           President and Chief Executive
                                              Officer and Director

Robert V. Fasso              47           President-Regional Carrier Group

Christopher L. Ellis         55           Senior Vice President, Finance & CFO


     Samuel K.  Skinner,  62, was  named as the  Company's  Chief  Executive
Officer and  President on June 6, 2000 and Chairman in January 2001,  and has
been a director of the Company since December of 1999.

         Robert V. Fasso, 47, was appointed as the Company's  President-Regional
Carrier Group in September  1997.  From July 1993 until January 2001, Mr. Fasso
was President and CEO of the Company's  subsidiary USF Bestway Inc. Prior to
that date, he was with Yellow Freight System.

         Christopher L. Ellis,  55, has been Senior Vice President,  Finance and
Chief Financial Officer of the Company since June 1991.

Item 11. Executive Compensation

     This  information is reported in the Company's  definitive  proxy statement
entitled  "Management  Compensation" and "Compensation  Committee Interlocks and
Insider Participation"  respectively to be filed pursuant to Regulation 14A, and
is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     This  information is reported in the Company's  definitive  proxy statement
entitled  "Security  Ownership of Principal  Holders and Management" to be filed
pursuant to Regulation 14A, and is incorporated by reference.

Item 13. Certain Relationships and Related Party Transactions

     This  information is reported in the Company's  definitive  proxy statement
entitled "Certain  Relationships and Related  Transactions" to be filed pursuant
to Regulation 14A, and is incorporated by reference.

                                     PART IV

Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a)               (1) Financial Statements

                  The following  consolidated  financial statements appearing in
                  the 2000 Annual Report to the Shareholders are incorporated by
                  reference in this Annual Report on Form 10-K as Exhibit 13:

                                                                            Page

                  Selected Consolidated Financial Data                  F21

                  Management's Discussion and Analysis of               F2-6

                     Financial Condition and Results of Operations

                  Report of Independent Public Accountants              F7

                  Consolidated Financial Statements                     F8-11

                  Notes to Consolidated Financial Statements            F12-20

  <PAGE>

                                     PAGE 13

                  (2) Financial Statement Schedule:



                  Schedule II - Valuation and Qualifying Accounts

                            USFreightways Corporation

                    Three Years ended December 31, 2000
                         (dollars in thousands)
<TABLE>
<CAPTION>

                                                                        Additions

                                                                 -------------------------

Description                                        Balance at     Charges to     Charged to     Deductions(1)  Balance at
                                                   Beginning      Costs and      Other                         End of
                                                   of Period      Expenses       Accounts                      Period
-----------                                        ---------      ----------     -----------    ----------     ---------

     <S>                                               <C>            <C>            <C>            <C>            <C>
Fiscal year ended December 31,1998
  Accounts receivable allowances                   $10,067         $35,815         $0             $34,723        $11,159
  for revenue adjusmtents and doubtful accounts

Fiscal year ended December 31, 1999
   Accounts receivable allowances                  $11,159         $35,206         $0             $35,742        $10,623
   for revenue adjusmtents and doubtful accounts

Fiscal year ended December 31, 2000
    Accounts receivable allowances                 $10,623         $41,859         $0             $41,314        $11,168
    for revenue adjusmtents and doubtful accounts

(1)  Primarily uncollectible accounts written off net of recoveries.
</TABLE>


               REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
                     FINANCIAL STATEMENT SCHEDULE


The Board of Directors and Stockholders,
USFreightways Corporation:

We have audited in accordance with auditing standards  generally accepted in the
United States, the consolidated  financial  statements included in USFreightways
Corporation and  Subsidiaries  annual report to stockholders and incorporated in
this Form 10-K,  and have issued our report  thereon dated January 23, 2001. Our
audits  were  made  for the  purpose  of  forming  an  opinion  on  those  basic
consolidated  financial  statements  taken as a whole.  The financial  statement
schedule  included  in this Form  10-K is the  responsibility  of the  company's
management,  and is presented for purposes of complying  with the Securities and
Exchange Commission's rules and is not part of the basic consolidated  financial
statements.  The financial statement schedule has been subjected to the auditing
procedures applied in the audits of the basic consolidated  financial statements
and, in our opinion,  fairly states in all material  respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.


ARTHUR ANDERSEN LLP


Chicago, Illinois
January 23, 2001


<PAGE>

                                             PAGE 14

                  (3)  Exhibits

                  Exhibit           Document

                  Number            Description

                  3(a)    Amended and Restated Certificate of Incorporation
                          of  USFreightways  Corporation  (incorporated  by
                          reference  from  Exhibit  3.1  to   USFreightways
                          Corporation  Transition Report on Form 10-K, from
                          June 29, 1991 to December 28, 1991);  Certificate
                          of Designation for Series A Junior  Participating
                          Cumulative   Preferred  Stock   (incorporated  by
                          reference  from  Exhibit  3(a)  to  USFreightways
                          Corporation  Annual  Report  on Form 10-K for the
                          year  ended  January  1,  1994);  Certificate  of
                          Amendment of Restated Certificate of
                          Incorporation of   USFreightways    Corporation
                          (incorporated  by  reference  from  Exhibit  3(i)
                          to  USFreightways Corporation Quarterly Report on
                          Form 10-Q for the quarter ended June 29, 1996).



                  3(b)     Bylaws of USFreightways  Corporation,  as restated as
                           of October 27, 2000 (filed with this Annual Report on
                           Form 10-K).

                  4(a)     Indenture,dated as of May 5, 1999 among USFreightways
                           Corporation,  the  Guarantors  named therein and Bank
                           One,  Michigan,  as  Trustee  (as  the  successor-in-
                           interest to NBD  Bank)(incorporated by reference from
                           Exhibit  4.1  to  USFreightways  Corporation  Current
                           Report on Form 8-K, filed on May 11, 1999).

                  4(b)     First Supplemental Indenture, dated as of January 31,
                           2000 among USFreightways Corporation,  the Guarantors
                           named  therein  and  Bank One,  Michigan, as  Trustee
                           (as  the  successor-in-interest  to  NBD  Bank)
                           (incorporated  by reference from Exhibit to
                           USFreightways  Corporation  Registration Statement on
                           Form S-3, filed on January 31, 2000, Registration No.
                           333-95777).

                  10(a)    USFreightways  Stock  Option  Plan  (incorporated  by
                           reference   from  Exhibit   10.18  to   USFreightways
                           Corporation  Transition Report on Form 10-K from June
                           29, 1991 to December 28, 1991).

                  10(b)    Agreement dated March 5, 1993  Supplementing  the Tax
                           Indemnification   Agreement   between   USFreightways
                           Corporation and TNT Transport Group  (incorporated by
                           reference   from   Exhibit   10   to    USFreightways
                           Corporation  Annual  Report on Form 10-K for the year
                           ended January 2, 1993).

                  10(c)    Stock Option Plan for Non-employee  Directors amended
                           and  restated  as of April 28,  2000 (filed with this
                           Annual Report on Form 10-K).

                  10(d)    Employment  Agreement of  Christopher  L. Ellis dated
                           December 16, 1991  (incorporated  by  reference  from
                           Exhibit  10(g) to  USFreightways  Corporation  Annual
                           Report  on Form  10-K  for  the  year  ended  January
                           1,1994).
<PAGE>
                                        PAGE 15


                  10(e)    Form  of  Election  of  Deferral   (incorporated   by
                           reference   from  Exhibit   10(h)  to   USFreightways
                           Corporation  Annual  Report on Form 10-K for the year
                           ended December 31, 1994).

                  10(f)    USFreightways  Long-Term  Incentive  Plan amended and
                           restated  as  of  April  30,  1999  (incorporated  by
                           reference   from  Exhibit   10(j)  to   USFreightways
                           Corporation  Annual  Report on Form 10-K for the year
                           ended December 31, 1999).


                  10(g)    Employment   Agreement   of  Robert  V.  Fasso  dated
                           December 12, 1997  (incorporated  be  reference  from
                           Exhibit  10(l) to  USFreightways  Corporation  Annual
                           Report on Form  10-K for the year  ended  January  3,
                           1998).

                  10(h)    $200,000,000  Credit  Agreement  dated as of November
                           26, 1997 among  USFreightways Corporation,  the banks
                           named  therein  and NBD  Bank,  N. A.  as  agent
                           (incorporated  by  reference  from  Exhibit  10(l) to
                           USFreightways Corporation Annual Report on Form 10-K
                           for the year ended January 3, 1998).

                  10(i)    Form of Irrevocable  Guaranty and Indemnity  relating
                           to the Credit  Agreement  described in Exhibit  10(m)
                           (incorporated  by  reference  from  Exhibit  10(l) to
                           USFreightways  Corporation Annual Report on Form 10-K
                           for the year ended January 3, 1998).

                  10(j)    Restricted Stock Agreement with John Campbell Carruth
                           dated April 27, 1998  (incorporated by reference from
                           Exhibit 10.1 to USFreightways  Corporation  Quarterly
                           Report  on Form  10-Q  for  the  quarter  ended  July
                           4,1998).

                  10(k)    USFreightways   Corporation   Non-Qualified  Deferred
                           Compensation  Plan  (incorporated  by reference  from
                           Exhibit  10(q) to  USFreightways  Corporation  Annual
                           Report on Form 10-K for the year ended  December  31,
                           1998).

                  10(l)    6 1/2% Guaranteed Note due May 1, 2009 (incorporated
                           by reference from Exhibit 4.2 to USFreightways
                           Corporation Current Report on Form 8-K filed, on May
                           11, 1999).

                  10(m)    8 1/2% Guaranteed Note due April 15, 2010
                           (incorporated) by reference from Exhibit 4.1 to
                           USFreightways Corporation Current Report on Form 8-K,
                           filed on April 26, 2000).

                  10(n)    Employment Agreement of Samuel K. Skinner dated as of
                           June 5, 2000  (incorporated by reference from Exhibit
                           10.1 to USFreightways Corporation Quarterly Report on
                           Form 10-Q for the quarter ended July 1, 2000).

                  10(o)    Consulting  Agreement  and  Release of John  Campbell
                           Carruth dated as of October 27, 2000 (filed with this
                           Annual Report on Form 10-K).



                  10(p)    USFreightways Corporation Supplemental Executive
                           Retirement Plan (filed with this Annual Report on
                           Form 10-K).

                  13       Excerpts from the 2000 USFreightways Corporation
                           Annual Report to Shareholders.

                  21       Subsidiaries     of     USFreightways     Corporation
                           (incorporated    by    reference    from   the   2000
                           USFreightways    Corporation    Annual    Report   to
                           Shareholders).

                  23       Consent of Arthur Anderson LLP.

                  24       Power of Attorney.


         Exhibits 2, 9, 11, 12, 16, 18 and 22 are not applicable to this filing.



(b)      Reports on Form 8-K

         None.
<PAGE>
                                        PAGE 16


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
     Exchange  Act of 1934,  the  registrant  has duly  caused this report to be
     signed on its behalf by the undersigned,  thereunto duly authorized, in the
     City of Chicago, State of Illinois, on the 26th day of March, 2001.



                            USFREIGHTWAYS CORPORATION


               By: /s/Christopher L. Ellis
                      --------------------
                      Christopher L. Ellis
                      Senior Vice President, Finance and Chief Financial Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

         Signatures                         Title               Date

/s/ Samuel K. Skinner *             Chairman of the Board       March 26, 2001
    Samuel K. Skinner               President and Chief
                                    Executive Officer and
                                    Director (Principal
                                    Executive Officer)

/s/ Morley Koffman *                Director                    March 26, 2001
Morley Koffman

/s/ William N. Weaver, Jr. *        Director                    March 26, 2001
William N. Weaver, Jr.

/s/ Neil A. Springer *              Director                    March 26, 2001
Neil A. Springer

/s/ Robert V. Delaney *             Director                    March 26, 2001
Robert V. Delaney

/s/ John W. Puth *                  Director                    March 26, 2001
John W. Puth

/s/ Anthony J. Paoni *              Director                    March 26, 2001
Anthony J. Paoni

/s/ Christopher L. Ellis            Chief Financial Officer     March 26, 2001
Christopher L. Ellis                (Principal Financial
                                    Officer)

/s/ Robert S. Owen                  Controller (Principal       March 26, 2001
Robert S. Owen                      Accounting Officer)


/s/ Christopher L. Ellis
*  By:   Christopher L. Ellis
         Attorney-in-Fact





<PAGE>

                                PAGE 17

EXHIBIT 3 (b)




         BY-LAWS OF  USFREIGHTWAYS CORPORATION


                  AS ADOPTED OCTOBER 27, 2000


<PAGE>
                           PAGE 18


                          BY-LAWS

                            of

                 USFreightways Corporation

                   Dated October 27, 2000

                        ARTICLE I

                         Offices

                  SECTION   1.1   Offices.    USFreightways   Corporation   (the
"Corporation")  may have offices either within or without the State of Delaware.
The registered office of the Corporation and the name of the registered agent of
the Corporation are as is set forth in the Restated Certificate of Incorporation
of the Corporation, or as may subsequently be or have been changed by resolution
of the Board of Directors (the "Board").

                                                       ARTICLE II

                                                Meetings of Stockholders

                  SECTION  2.1.  Annual  Meetings.  An  annual  meeting  of  the
stockholders  of the  Corporation  for the  election  of  directors  and for the
transaction of such other business as may properly come before the meeting shall
be held on such  date  and at such  time  as the  Board  may  from  time to time
determine, or, if not so designated, then at 10:00 a.m., on the third Tuesday in
April in each year if not a legal holiday,  and, if a legal holiday, at the same
hour on the next  succeeding  work day, and at such place as shall be designated
by the Board in the notice thereof.

                  At any annual  meeting  of  stockholders,  only such  business
shall be conducted as shall have been brought  before the annual  meeting (i) by
or at the  direction of the  chairman of the meeting or (ii) by any  stockholder
who complies with the procedures set forth in this Section 2.1.

                  For business  properly to be brought  before an annual meeting
by a  stockholder,  the  stockholder  must have given timely  notice  thereof in
proper  written  form to the  Secretary  of the  Corporation.  To be  timely,  a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices of the  Corporation not less than 30 days nor more
than 60 days prior to the annual meeting;  provided,  however, that in the event
that less than 40 days'  notice or prior  public  disclosure  of the date of the
annual meeting is given or made to stockholders, notice by the stockholder to be
timely  must be  received  not later than the close of  business on the 10th day
following  the day on which such  notice of the date of the annual  meeting  was
mailed or such public  disclosure  was made.  To be in proper  written  form,  a
stockholder's  notice to the  Secretary  shall set forth in  writing  as to each
matter the stockholder  proposes to bring before the annual meeting: (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting;  (ii) the name
and  address,  as they appear on the  Corporation's  books,  of the  stockholder
proposing such business; (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder;  and (iv) any material interest
of the stockholder in such business.  Notwithstanding anything in the By-laws to
the contrary,  no business  shall be conducted at any annual  meeting  except in
accordance with the procedures set forth in this Section 2.1.

                  SECTION  2.2  Special  Meetings.  A  special  meeting  of  the
stockholders for any purpose or purposes may be called at any time by the Board,
or by any committee of the Board which has been duly designated by the Board and
whose powers and authority,  as expressly provided in a resolution of the Board,
include the power to call such meetings,  and such meeting shall be held on such
date and at such place and hour as shall be  designated  in the notice  thereof.
Only such  business as is specified in the notice of any special  meeting of the
stockholders shall come before such meeting.

                  SECTION 2.3. Notice of Meetings. Notice of each meeting of the
stockholders  shall be given not less than 10 nor more than 60 days  before  the
date of the meeting to each  stockholder of record  entitled to notice of, or to
vote at, such meeting by delivering a typewritten  or printed  notice thereof to
such  stockholder  personally or by depositing  such notice in the United States
mail, postage prepaid,  directed to such stockholder at such person's address as
it appears on the stock record of the Corporation. Every such notice shall state
the place, date and hour of the meeting and, in the case of a special meeting is
called. Notice of the time, place and purpose of any meeting of stockholders may
be waived in writing, either before or after such meeting, and will be waived by
any  stockholder  by such  person's  attendance  thereat,  in person or by proxy
(unless  such  stockholder  protests,  prior  to or at the  commencement  of the
meeting, the lack of proper notice to such stockholder). Any stockholder waiving
notice of a meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
<PAGE>
                                PAGE 19

                  SECTION 2.4. Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken. At the adjourned  meeting the Corporation may transact any business which
might have been  transacted at the original  meeting.  If the adjournment is for
more than thirty days,  or if after the  adjournment  a new record date is fixed
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

                  SECTION  2.5.  Quorum and Manner of Acting.  The  presence  in
person or by proxy of stockholders holding of record a majority of the shares of
stock of the Corporation  entitled to be voted shall constitute a quorum for the
transaction of business at any meeting of the stockholders.  In the absence of a
quorum  at any such  meeting  or any  adjournment  or  adjournments  thereof,  a
majority in voting  interest of those present in person or by proxy and entitled
to vote,  or, in the  absence  therefrom  of all the  stockholders,  any officer
entitled to preside at, or to act as  secretary  of, such  meeting,  may adjourn
such  meeting  from time to time in the manner  provided  in  Section  2.4 until
stockholders holding the amount of stock requisite for a quorum shall be present
in person or by proxy.  The  absence  from any  meeting in person or by proxy of
stockholders  holding the number of shares of stock of the Corporation  required
for action upon any given matter  which may properly  come before the meeting if
there shall be present there at, in person or by proxy of  stockholders  holding
the number of shares of stock of the  Corporation  required  for action upon any
given  matter  shall be  present  there at, in person or by proxy,  stockholders
holding the number of shares of stock of the Corporation  required in respect of
such  other  matter.  The  stockholders  present  at a duly  called or  convened
meeting,  at which a quorum is present,  may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

                  SECTION 2.6.      Organization of Meetings. At  each   meeting
of  the   stockholders,   one  of  the following shall act as chairman of the
meeting and preside there at, in the following order of precedence:

                  (a)      the  Chairman  of the Board,  or, if such  person is
not  present or if no person  holds such office, any officer or director of the
Corporation designated by the Board; or

                  (b) any officer or director of the Corporation designated by a
majority in voting  interest of the  stockholders  present in person or by proxy
and entitled to vote there at.

                  The person whom the  chairman of the  meeting  shall  appoint,
shall act as secretary of the meeting and keep the minutes thereof.

                  SECTION 2.7. Order of Business.  The order of business at each
meeting of the stockholders  shall be determined by the chairman of the meeting,
but such order of business  may be changed by a majority  in voting  interest of
those  present in person or by proxy at such  meeting and entitled to vote there
at. The chairman of the meeting  shall have the right and authority to prescribe
such acts and things as are necessary or desirable for the proper conduct of the
meeting, including,  without limitation, the establishment of procedures for the
maintenance  of order and safety,  limitations on the time allotted to questions
or  comments on the affairs of the  Corporation,  restrictions  on entry to such
meeting after the time prescribed for the commencement  thereof, and the opening
and closing of the voting polls.

                  The  chairman  of any  meeting  shall,  if the facts  warrant,
determine  and declare to such  meeting that  business was not properly  brought
before the annual  meeting in accordance  with the provisions of Sections 2.1 or
2.2 hereof and, if such person should so determine, such person shall so declare
to the meeting and any such  business  not properly  brought  before the meeting
shall not be transacted.
<PAGE>
                                PAGE 20
                  SECTION 2.8. Voting.  Each stockholder  shall, at each meeting
of the  stockholders,  be  entitled  to one vote in  person or by proxy for each
share of stock of the  Corporation  which  has  voting  power on the  matter  in
question  held by such person and  registered in such person's name on the stock
record of the Corporation:

                  (a) on the date fixed  pursuant to the  provisions  of Section
8.6 of Article VIII of these By-laws as the record date for the determination of
stockholders  who shall be  entitled  to  receive  notice of and to vote at such
meeting; or

                  (b) if no record  date shall  have been so fixed,  then at the
close of  business  on the day next  preceding  the day on which  notice  of the
meeting  shall be given or, if notice of the  meeting  shall be  waived,  at the
close of business on the day next  preceding  the day on which the meeting shall
be held, or, if no record date for determining  stockholders entitled to express
consent to corporate  action in writing without a meeting shall have been fixed,
the day on which the first written consent is expressed.

                  Shares of its own stock  belonging  to the  Corporation  or to
another  corporation,  if a  majority  of the  shares  entitled  to  vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation,  shall neither be entitled to vote nor be counted for quorum
purposes.  Any vote of stock of the  Corporation  may be given at any meeting of
the  stockholders  by the person entitled to vote the same in person or by proxy
(who need not be a stockholder)  appointed by an instrument in writing delivered
to secretary of the meeting; provided,  however, that no proxy shall be voted or
acted upon after  three years from its date  unless  such proxy  provides  for a
longer  period.  The  attendance  at  any  meeting  of  a  stockholder  who  may
theretofore  have given a proxy shall not have the effect of  revoking  the same
unless such person shall in writing so notify the secretary of the meeting prior
to voting of the  proxy.  Shares  standing  in the names of two or more  persons
shall  be voted or  represented  in  accordance  with the  determination  of the
majority of such  persons,  or, if only one of such persons is present in person
or  represented  by proxy,  such person shall have the right to vote such shares
and such shares shall be deemed to be represented for the purpose of determining
a quorum.  At all  meetings of  stockholders  for the  election  of  directors a
plurality of the votes cast shall be  sufficient to elect.  All other  elections
and  questions  shall,  unless  otherwise  provided by law, the  Certificate  of
Incorporation  or these  By-laws,  be decided by the vote which could be cast by
the holders of all shares of stock entitled to vote thereon which are present in
person or represented by proxy at the meeting.  Unless otherwise required by law
or  directed  by the  chairman  of the  meeting,  the vote at any meeting of the
stockholders  on any question need not be by ballot.  On a vote by ballot,  each
ballot shall be signed by the stockholder  voting,  or by such person's proxy if
there be such proxy, and shall state the number of shares voted.

                  SECTION 2.9.  Consent in Lieu of Meeting.  Anything  herein to
the contrary  notwithstanding,  any action required to be taken at any annual or
special meeting of stockholders of the  Corporation,  or any action which may be
taken at any annual or special meeting of such stockholders, may be taken at any
annual  or  special  meeting  of such  stockholders  or may be taken  without  a
meeting,  without  prior  notice  and  without a vote if a consent  in  writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted.  Prompt  notice  of the  taking of the
corporate  action  without a meeting by  stockholders  who have not consented in
writing and any  certificate  filed with respect to such matter shall state that
such written notice has been given.

                  SECTION 2.10.  List of  Stockholders.  It shall be the duty of
the  officer of the  Corporation  who shall have  charge of the stock  ledger of
record,  either  directly or through another officer of the Corporation or agent
thereof,  to prepare  and make,  at least 10 days  before  every  meeting of the
stockholders,  a complete  list of the  stockholders  entitled to vote there at,
arranged in alphabetical  order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the  examination of any  stockholder,  for any purpose germane to the
meeting,  during ordinary  business hours for a period of at least 10 days prior
to the  meeting,  either at the place where the meeting is to be held or at such
other place  within the city where the meeting is to be held,  which place shall
be specified in the notice of the meeting.  Such list shall also be produced and
kept at the time and place of the meeting  during the whole time thereof and may
be inspected by any  stockholder  who is present.  The stock record shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
record,  such  list or the books of the  Corporation  or to vote in person or by
proxy at any meeting of the stockholders.

                  SECTION 2.11. Inspectors.  Either the Board or, in the absence
of a designation of inspectors by the Board, the chairman of the meeting may, in
its or such person's discretion, appoint two or more inspectors, who need not be
stockholders,  who shall  receive  and take  charge of ballots  and  proxies and
decide all questions  relating to the qualification of those asserting the right
to vote and the validity of ballots and proxies.  In the event of the failure or
refusal to serve of any inspector  designated by the Board,  the chairman of the
meeting  shall  appoint  an  inspector  to act in place of each  such  inspector
designated by the Board.  In the absence of a  designation  of inspectors by the
Board and the  chairman of the  meeting,  the  secretary  of the  meeting  shall
perform the duties which would otherwise have been performed by the inspectors.
<PAGE>
                                PAGE 21

                                                      ARTICLE III

                                                   Board of Directors


                  SECTION 3.1.      General Powers.  The  property,  business,
affairs and policies of the  Corporation shall be managed by or under the
direction of the Board.

                  SECTION 3.2. Number and Term of Office.The Board shall consist
of not less than three nor more than twenty-one  directors.  The exact number of
directors  shall be determined  from time to time by a resolution or resolutions
adopted by the  affirmative  vote of a majority of the total number of directors
which  the  corporation  would  have if there  were no  vacancies  (the  "entire
Board").  The directors  shall be divided into three  classes.  Each class shall
consist,  as nearly as may be  possible,  of  one-third  of the total  number of
directors  constituting  the entire  Board.  If the classes of directors are not
equal in number,  the Board shall determine which class shall contain an unequal
number of directors.

                  Upon, or as soon as practicable  following,  the filing of the
Restated  Certificate of  Incorporation,  the first class of directors  shall be
elected  for a term to expire at the annual  meeting  next  ensuing,  the second
class until the second annual meeting thereafter,  and the third class until the
third  annual  meeting   thereafter.   At  each  succeeding  annual  meeting  of
stockholders,  successors  to the class of directors  whose term expires at that
annual  meeting  shall be  elected  for a  three-year  term.  If the  number  of
directors  is  changed  in  accordance  with  the  terms of the  Certificate  of
Incorporation   and  this  Section  3.2,  any  increase  or  decrease  shall  be
apportioned  among the classes so as to maintain the number of directors in each
class as nearly  equal as  possible  and any  additional  director  of any class
elected to fill a vacancy  resulting  from an  increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease  in the number of  directors  shorten the term of any
incumbent  director.  A director  shall hold office until the annual meeting for
the year in which his or her term expires and until his or her  successor  shall
be elected and shall qualify,  subject,  however, to the director's prior death,
resignation, disqualification or removal from office.

                  SECTION 3.3 Nomination and Election of Directors.  Nominations
of  persons  for  election  to the Board may be made at any  annual  meeting  of
stockholders  by or at the direction of the Board or by any  stockholder  of the
Corporation  entitled to vote for the  election of  directors at the meeting who
was a stockholder of record at the time of giving of notice provided for in this
Section  3.3 and who  complies  with the  notice  procedures  set  forth in this
Section 3.3. Any such  nomination  by a  stockholder  shall be made  pursuant to
timely  notice in  writing to the  Secretary  of the  Corporation.  To be timely
notice for an annual meeting,  a stockholder's  notice shall be delivered to and
received by the Secretary of the Corporation not less than 60 days nor more than
90 days prior to the first  anniversary of the preceding  year's annual meeting;
provided  that, in the event that the date of the annual  meeting is advanced by
more than 30 days or  delayed by more than 60 days from such  anniversary  date,
notice by the  stockholder  to be timely must be so  delivered  and received not
earlier  than the 90th day prior to such  annual  meeting and not later than the
close of business on the later of the 60th day prior to such annual  meeting and
the 10th day  following  the day on which a public  announcement  of the date of
such meeting is first made.  Notwithstanding  anything in the foregoing sentence
to the contrary,  in the event that the number of directors to be elected to the
Board  is  increased  and  there is no  public  announcement  naming  all of the
nominees for director or specifying the size of the increased  Board made by the
Corporation  at least 70 days prior to the first  anniversary  of the  preceding
year's annual meeting, a stockholder's notice required by this Section 3.3 shall
also be  considered  timely,  but only  with  respect  to  nominees  for any new
positions created by such increase, if it shall be delivered to the Secretary of
the Corporation at the principal  executive  office of the Corporation not later
than the  close of  business  on the 10th day  following  the day on which  such
public announcement is first made by the Corporation.

                  Nominations  of persons for  election to the Board may be made
at a special  meeting  of  stockholders  at which  directors  are to be  elected
pursuant to the  Corporation's  notice of meeting (i) by or at the  direction of
the Board or (ii) by any  stockholder of the Corporation who is a stockholder of
record at the time of giving of notice  provided  for in this  Section  3.3, who
shall be  entitled  to vote at the  meeting  and who  complies  with the  notice
procedures set forth in this Section 3.3. In the event the  Corporation  calls a
special  meeting  of  stockholders  for  the  purpose  of  electing  one or more
directors to the Board,  any such  stockholder  may nominate a person or persons
(as the  case may be) for  election  to such  position(s)  as  specified  in the
Corporation's  notice of meeting, if the stockholder's notice shall be delivered
to and received by the secretary of the  Corporation at the principal  executive
offices of the  Corporation  not earlier than the 90th day prior to such special
meeting  and not later than the close of  business  on the later of the 60th day
prior to such  special  meeting  and the 10th day  following  the day on which a
public  announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting.
<PAGE>
                                        PAGE 22



                  Any  stockholder's  notice delivered  pursuant to this Section
3.3  shall set  forth in  writing  (i) as to each  person  whom the  stockholder
proposes to nominate  for  election or  re-election  as a director (A) the name,
age,  business address and residence  address of such person,  (B) the principal
occupation or  employment  of such person,  (C) the number of shares of stock of
the Corporation which are beneficially  owned by such person,  and (D) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
connection  with the  solicitation  of proxies for election of directors,  or as
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (the "Exchange Act") (including,  without limitation,  such
person's  written  consent to being named in proxy statement as a nominee and to
serving as a director if  elected),  and any other  applicable  laws or rules or
regulations of any governmental authority or of any national securities exchange
or similar body overseeing any trading market on which shares of the Corporation
are traded;  and (ii) as to the stockholder giving the notice and the beneficial
owner,  if any, on whose behalf the  nomination is made (A) the name and address
of such  stockholder,  as they appear on the  Corporation's  books,  and of such
beneficial owner and (B) the class and number of shares of the Corporation which
are owned  beneficially  and of record by such  stockholder  and such beneficial
owner.

                  At the request of the Board, any person nominated by the Board
for election as a director  shall  furnish to the  Secretary of the  Corporation
that  information  required  to  be  set  forth  in a  stockholder's  notice  of
nomination  which  pertains to the  nominee.  No person  shall be  eligible  for
election as a director of the  Corporation  unless  nominated in accordance with
the procedures set forth in this Section 3.3. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance  with the  procedures  prescribed by these By-Laws and in
that event the defective  nomination  shall be  disregarded.  In addition to the
provisions  of this  Section  3.3,  a  stockholder  shall also  comply  with all
applicable  requirements  of the  Exchange  Act and the  rules  and  regulations
thereunder,  and  any  other  applicable  laws or  rules  or  regulations  of an
governmental  authority  or any  national  securities  exchange or similar  body
overseeing  any trading  market on which shares of the  Corporation  are traded,
with respect to the matters set forth herein.

                  At  each  meeting  of the  stockholders  for the  election  of
directors,  provided a quorum is present,  the directors nominated in accordance
with this  Section  3.3 for  election  at such  meeting  shall be  elected  by a
plurality of the votes  validly  cast in such  election.  Directors  need not be
stockholders of the Corporation or residents of the State of Delaware.

                  SECTION 3.4               Meetings.

                  (a)  Regular  Meetings.Regular  meetings  of the  Board or any
committee  thereof  shall be held as the Board or such  committee  thereof shall
from time to time  determine.  If any day fixed for a regular meeting shall be a
legal  holiday at the place  where the  meeting is to be held,  then the meeting
which  would  otherwise  be held on that day shall be  postponed  until the next
succeeding business day.

                  (b) Notice of  Meetings.  Special  meetings  of the Board,  at
which any and all business may be transacted,  shall be held whenever  called by
the Chief  Executive  Officer,  the  President,  the  Chairman of the Board or a
majority of the Board.

                  (c) Notice of Meetings.  No notice of regular  meetings of the
Board or of any committee  thereof or of any adjourned  meeting  thereof need be
given. Notice shall be given to each special meeting of the Board or adjournment
thereof, including the time and place thereof. Notice of each such meeting shall
be mailed to each director,  addressed to such person at such person's residence
or usual  place of  business,  at lease two days  before  the day on which  such
meeting  is to be  held,  or  shall  be sent to such  person  at such  place  by
facsimile,  telegraph,  cable, wireless or other form of recorded communication,
or be delivered personally or by telephone not later than the day before the day
on  which  such  meeting  is to be  held,  but  notice  need not be given to any
director who shall attend  meeting.  A written  waiver of notice,  signed by the
person entitled thereto,  whether before or after the time of the meeting stated
therein,  shall be deemed equivalent to notice. The purposes of a meeting of the
Board or any committee thereof need not be specified in the notice thereof.



<PAGE>

                                PAGE 23


                  (d) Time and Place of Meetings.  Regular meetings of the Board
or any committee thereof shall be held at such time or times and place or places
as the Board or such  committee  may from time to time  determine.  Each special
meeting  of the Board or any  committee  thereof  shall be held at such time and
place as the caller or callers  thereof may determine.  In the absence of such a
determination,  each  regular  meeting  or  special  meeting of the Board or any
committee thereof shall be held at such time and place as shall be designated in
the notices or waivers of notice thereof.

                  (e) Quorum and Manner of Acting.  A majority of the  directors
then in office and a majority of the members of any  committee  shall be present
in  person  at any  meeting  thereof  in order to  constitute  a quorum  for the
transaction  of  business  at such  meeting  and the vote of a  majority  of the
directors  present at any such  meeting  at which a quorum is  present  shall be
necessary  for the passage of any  resolution or for an act to be the act of the
Board or such committee. In the absence of a quorum, a majority of the directors
present  thereat may adjourn such meeting from time to time until a quorum shall
be present there at. Notice of any adjourned meeting need not be given.

                  (f)  Organization  of Meetings.  At each meeting of the Board,
the  Chairman  of the Board or, if such  person is not  present  or if no person
holds such office,  any director  chosen by a majority of the directors  present
there at shall act as chairman of the  meeting and preside  thereat.  The person
whom the chairman of the meeting  shall  appoint  shall act as secretary of such
meeting and keep the minutes  thereof.  The order of business at each meeting of
the Board shall be determined by the chairman of such meeting.






                  (g)  Consent  in  Lieu of  Meetings.  Anything  herein  to the
contrary  notwithstanding,  any action  required or permitted to be taken at any
meeting of the Board or any committee  thereof may be taken without a meeting if
all members of the Board or such committee,  as the case may be, consent thereto
in a writing or writings and such writing or writings are filed with the minutes
of the proceedings of the Board or such committee.

                  (h)  Action  by  Communications  Equipment.The  directors  may
participate  in a meeting  of the  Board or any  committee  thereof  by means of
conference telephone or similar  communications  equipment by means of which all
persons  participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.

                  SECTION  3.5.  Compensation.  Each  director who is not also a
salaried  employee of the Company or any of its affiliates,  in consideration of
he or she serving as such,  shall be entitled  to receive  from the  Corporation
such amount per annum and such fees for  attendance  at meetings of the Board or
of any committee, or both, as the Board shall from to time determine.  The Board
may provide that the  Corporation  shall  reimburse each director or member of a
committee,  including any director who is a salaried  employee of the Company or
any of its  affiliates,  for any expenses  incurred by such person on account of
such person's attendance at any such meeting.
<PAGE>
                                PAGE 24


                  SECTION 3.6. Resignation,  Removal and Vacancies. Any director
may resign at any time by giving written notice of such person's  resignation to
the Board. Any such resignation  shall take effect at the time specified therein
or, if the time when it shall become  effective shall not be specified  therein,
when  accepted  by the  Board.  Except  as  aforesaid,  the  acceptance  of such
resignation shall not be necessary to make it effective.

         Any  director  may be  removed  at any  time  for  cause by vote of the
holders of a majority in voting  interest of shares then  entitled to vote at an
election of  directors.  The vacancy in the Board caused by any such removal may
be  filled  by the  stockholders  at such  meeting  or as  provided  in the next
paragraph of these By-laws.

                  In the case of any  vacancy on the Board or in the case of any
newly created directorship,  a director to fill the vacancy or the newly created
directorship  for the unexpired  portion of the term being filled may be elected
by a majority of the directors of the  Corporation  then in office,  though less
than a quorum,  or by a sole remaining  director.  The director  elected to fill
such vacancy shall hold office for the  unexpired  term in respect of which such
vacancy  occurred and until such person's  successor  shall be elected and shall
qualify or until such person's  earlier death or  resignation  or removal in the
manner herein provided.

                                                       ARTICLE IV

                                                       Committees


                  SECTION 4.1.  Number,  Appointment,  Term of Office.  etc. The
Board,  by  resolution  or  resolutions  passed by a majority of the Board,  may
designate  one or more  committees,  each  committee  to  consist of one or more
directors then in office.  Each member of any such  committee  shall continue as
such only so long as such  person  remains a director  and may be removed at any
time,  with or without  cause,  by a majority  of the Board.  Any vacancy on any
committee may be filled at any time by the vote of a majority of the Board.

                  In the absence or in case of the  disqualification of a member
or members  of any such  committee,  the  member or  members  of such  committee
present and not disqualified from voting at a meeting of such committee, whether
or not such person or they constitute a quorum, may unanimously  appoint another
member  of the  Board  to  act at  such  meeting  in  place  of  any  absent  or
disqualified member.

                  SECTION 4.2.  Functions and Powers Each  committee  shall have
such functions and powers as the Board shall deem advisable and,  subject to any
limitations or restrictions  which may be prescribed by resolution of the Board,
if an Executive Committee is designated,  it shall have and may exercise all the
powers and authority of the Board in the  management of the property,  business,
affairs and policies of the  Corporation,  including  the power and authority to
declare dividends and to authorize the issuance of stock of the Corporation, and
may authorize the seal of the  Corporation to be affixed to all papers which may
require  it;  provided,  however,  that no  committee  shall  have the  power of
authority to:  approve  amendments to the  Certificate of  Incorporation  of the
Corporation  (except  that a  committee  may,  to the extent  authorized  in the
resolution or resolutions  providing for the issuance of shares of stock adopted
by the board as provided in Section 151(a) of the Delaware  General  Corporation
Law, fix the designations and any of the preferences or rights of such shares or
fix the number of shares of any series of stock or  authorize  the  increase  or
decrease  of  the  shares  of  any  series);   adopt  agreements  of  merger  or
consolidation;  recommend to the stockholders the sale, lease or exchange of all
or substantially  all the property and assets of the  Corporation;  recommend to
the  stockholders the dissolution of the Corporation or the revocation of such a
dissolution; or amend these By-laws.

                  SECTION 4.3.      Rules.  Subject to the  provisions of these
By-laws,  each  committee by resolution adopted by a majority of all the members
thereof shall fix its rules of procedure.
<PAGE>
                                PAGE 25
                                                       ARTICLE V

                                                        Officers

                  SECTION 5.1. Election and Appointment and Term of Office.  The
Corporation  shall have such  officers  with such titles as shall be stated in a
resolution  of the  Board,  and with  such  duties  as  shall  be given  them as
hereinafter  provided  or as may  otherwise  be  specifically  given them by the
Board,  but such officers  shall include at least (a) a Chairman of the Board or
one or more  Vice-Chairmen  of the  Board  or a  Chief  Executive  Officer  or a
President,  or any or all  the  foregoing,  and (b) a  Secretary  or one or more
Assistant Secretaries or a Treasurer or one or more Assistant Treasurers, or any
or all of the foregoing.  One of such officers shall have the duty to record the
proceedings of the meetings of  stockholders  and directors in a book to be kept
for that  purpose.  Any number of offices may be held by the same person  except
that at least one  person who holds an office  referred  to in clause (a) of the
second preceding sentence shall not be the same as at least one person who holds
any office referred to in clause (b) of the second preceding sentence.

                  SECTION 5.2. Resignation,  Removal and Vacancies.  Any officer
may resign at any time by giving written notice of such person's  resignation to
the Board. Any such resignation  shall take effect at the time specified therein
or, if the time when it shall become  effective  shall not be specified  therein
when  accepted  by the  Board.  Except  as  aforesaid,  the  acceptance  of such
resignation shall not be necessary to make it effective.

                  Any  officer,  agent or employee  elected or  appointed by the
Board may be removed, with or without cause, at any time by the Board. Any agent
or employee  appointed by an officer may be removed,  with or without cause,  at
any time by such officer.

                  A  vacancy  in any  office  may be  filled  for the  unexpired
portion of the term in the same manner as provided in these By-laws for election
or appointment to such office.

                  SECTION 5.3.  Duties and  Functions.  If any of the  following
offices is created and a person  appointed  or elected  thereto,  and unless the
Board  otherwise  provides,  such offices and persons  shall have the  following
duties and functions:

                  (a)  Chairman.  If a  Chairman  of the Board is  appointed  or
elected,  such person shall be a member of the Board,  shall preside at meetings
of the Board and of the  stockholders  at which such  person  shall be  present,
shall  perform  such duties as are incident to the office of the Chairman of the
Board,  and  shall  perform  such  other  duties  as may  from  time  to time be
prescribed by the Board.

                  (b)  Vice-Chairman.  If any  Vice-Chairman or Vice-Chairmen of
the Board are  appointed or elected,  they shall be members of the Board,  shall
perform  such duties as are incident to the office of the  Vice-Chairman  of the
Board,  and  shall  perform  such  other  duties  as may  from  time  to time be
prescribed by the Board.

                  (c) Chairman of the Executive Committee.  If a Chairman of the
Executive  Committee is  appointed or elected,  such person shall be a member of
the Board,  shall  preside at meetings of the  Executive  Committee,  shall when
requested  consult with and advise the other  officers of the  Corporation,  and
shall  perform such other duties as may be agreed upon with them or as the Board
or the Executive Committee may from time to time determine.

                  (d) Chief Executive  Officer.  If a Chief Executive Officer is
appointed or elected,  such person  shall,  subject to the control of the Board,
have general charge and management of the property,  business and affairs of the
Corporation and shall have the direction of, and may assign duties to, all other
officers  (other than the Chairman and any  Vice-Chairman,  if either or both is
appointed or elected), agents and employees.

                  (e)  President.  If a President is appointed or elected,  such
person  shall have such  powers and duties as shall be  prescribed  by the Chief
Executive Officer,  if one is appointed or elected,  or the Board. The President
shall report to the Chief Executive Officer.
<PAGE>
                                        PAGE 26


                  (f) Chief Operating Officer. If any Chief Operating Officer is
appointed or elected,  such person shall have such powers and duties as shall be
prescribed by the Chief Executive Officer or the President, if either or both is
appointed or elected, or the Board.

                  (g) Chief Financial Officer. If any Chief Financial Officer is
appointed or elected, such person shall perform all the powers and duties of the
offices of the chief  financial  officer  and chief  accounting  officer  and in
general  shall have  overall  supervision  of the  financial  operations  of the
Corporation. The Chief Financial Officer shall also perform such other duties as
the Chief  Executive  Officer,  the President or the Board may from time to time
determine.

                  (h) Vice Presidents.  If any Vice President or Vice Presidents
are  appointed  or  elected,  they shall have such powers and duties as shall be
prescribed by the Chief Executive Officer or the President, if either or both is
appointed or elected,  or the Board.  Vice  Presidents  for this  purpose  shall
include Senior,  Executive,  Assistant and all other categories or types of Vice
Presidents.
<PAGE>
                                        PAGE 27



                  (i)  Secretary.  If a Secretary is appointed or elected,  such
person shall attend and keep the records of all meetings of the stockholders and
the Board in one or more books kept for that purpose,  shall give or cause to be
given due  notice of all  meetings  in  accordance  with  these  By-laws  and as
required by law,  shall notify the several  officers of the  Corporation  of all
action taken by the Board  concerning  matters  relating to their duties,  shall
transmit to the proper officers copies of all contracts and resolutions approved
by the Board or any  committees of the Board,  shall be custodian of the seal of
the  Corporation  and of all  contracts,  deeds,  documents and other  corporate
papers,  records (except accounting  records) and indicia of title to properties
owned by the  Corporation  as shall not be  committed  to the custody of another
officer by the Chief  Executive  Officer or the President,  if either or both is
appointed or elected,  or the Board, shall affix or cause to be affixed the seal
of the  Corporation  to  instruments  requiring the same when the same have been
signed on behalf of the corporation by a duly authorized officer,  shall perform
all duties and have all powers  incident to the office of  Secretary,  and shall
perform  such  other  duties as shall be  assigned  to such  person by the Chief
Executive  Officer or the President,  if either or both is appointed or elected,
or the Board. One or more Assistant Secretaries may be appointed or elected, who
shall  perform  all the duties and have all the powers of the  Secretary  in the
absence of or in case of a failure to appoint or elect or when so  delegated  by
the Secretary, and as the Chief Executive Officer or the President, if either or
both is appointed or elected, or the Board may direct.

                  (j)  Treasurer.  If a Treasurer is appointed or elected,  such
person shall  perform the duties  incident to the office of  Treasurer  and such
other duties as shall be assigned to such person by the Chief Executive  Officer
or the President,  if either or both is appointed or elected,  or the Board. One
or more  Assistant  Treasurers may be appointed or elected who shall perform all
the duties and have all the powers of the Treasurer in the absence of, or in the
case of a failure to appoint or elect,  or when so delegated  by the  Treasurer,
and as the  Chief  Executive  Officer  or the  President,  if  either or both is
appointed or elected, or the Board may direct.

                  (k) Controller.  If a Controller is appointed or elected, such
person shall  perform all the duties  incident to the office of  Controller  and
such  other  duties as may be  assigned  to such  person by the Chief  Executive
Officer or the  President,  if either or both is appointed  or elected.,  or the
Board.  One or more Assistant  Controllers may be appointed or elected who shall
perform all the duties and have all the powers of the  Controller in the absence
of, or in the case of a failure to appoint or elect,  or when so  delegated  by,
the Controller,  and as the Chief Executive Officer or the President,  if either
of both is appointed or elected, or the Board may direct.

                                                       ARTICLE VI

                                          Waiver of Notices; Place of Meetings

                  SECTION  6.1.  Waiver  of  Notices.  Anything  herein  to  the
contrary  notwithstanding,  whenever  notice  is  required  to be  given  to any
director or member of a committee or  stockholder,  a waiver thereof in writing,
signed by the person  entitled  to such  notice  shall be deemed  equivalent  to
notice,  whether  given before or after the time  specified  therein and, in the
case of a waiver of notice of a meeting,  whether or not such  waiver  specifies
the purpose of or business to be  transacted  at such  meeting.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
where the person  attends the meeting for the express  purpose of objecting,  at
the beginning of the meeting,  to the  transaction  of any business  because the
meeting is not lawfully called or convened, and does so object.

                  SECTION 6.2.  Place of Meetings. Any meeting of the
stockholders,   the  Board  or  any committee may be held within or without the
State of Delaware.
<PAGE>

                                PAGE 28

                                                      ARTICLE VII

    Execution and Delivery of Documents; Deposits; Proxies; Books and Records


                  SECTION 7.1. Execution and Delivery of Documents;  Delegation.
The Board shall designate the officers,  employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts,  mortgages, bonds,
debentures,  checks,  drafts and other orders for the payment of money and other
documents  for  and in the  name  of the  Corporation  and  may  authorize  such
officers,  employees and agents to delegate such power  (including  authority to
redelegate) by written instrument to other officers,  employees or agents of the
Corporation. Such delegation may be by resolution or otherwise and the authority
granted shall be general or confined to specific  matters,  all as the Board may
determine.  In the absence of such designation referred to in the first sentence
of such  designation  referred  to in the first  sentence of this  Section,  the
officers of the Corporation  shall have such power so referred to, to the extent
incident to the normal performance of their duties.

                  SECTION  7.2.  Deposits.  All  funds  of the  Corporation  not
otherwise  employed  shall be  deposited  from time to time to the credit of the
Corporation or otherwise as the Board or any officer of the  Corporation to whom
power in that respect shall have been delegated by the Board shall select.

                  SECTION 7.3.  Proxies in Respect of Stock or Other  Securities
of Other Corporations.Unless otherwise provided by the Board, any officer of the
Corporation  shall have the  authority  from time to time to appoint an agent or
agents  of the  Corporation  to  exercise  in the  name  and  on  behalf  of the
Corporation  the powers and rights which the  Corporation may have as the holder
of stock or other  securities  in any other  corporation,  to vote or consent in
respect of such stock or  securities  and to execute or cause to be  executed in
the name and on  behalf of the  Corporation  and  under  its  corporate  seal or
otherwise, such written proxies, powers of attorney or other instruments as such
person may deem necessary or proper in order that the  Corporation  may exercise
such  powers  and  rights.  Such  officer  may  instruct  any  person or persons
appointed as aforesaid as to the manner of exercising such powers and rights.

                  SECTION 7.4.  Books and Records.  The books and records of the
Corporation  may be kept at such places  within or without the State of Delaware
as the proper officers of the Corporation may from time to time determine.


                                                      ARTICLE VIII

Certificates; Stock Record; Transfer and Registration; New Certificates;
Record Date, etc.

                  SECTION 8.1.  Certificates for Stock. Every holder of stock of
the Corporation shall be entitled to have a certificate certifying the number of
shares  owned by such person in the  Corporation  and  designating  the class of
stock to which such shares belong,  which shall otherwise be in such form as the
Board shall prescribe.  Each such certificate shall be signed by, or in the name
of the  Corporation  by, the  Chairman,  a  Vice-Chairman,  the Chief  Executive
Officer,  the  President  or a  Vice  President  of the  Corporation  and by the
Treasurer,  an Assistant  Treasurer,  the Secretary or an Assistant Secretary of
the  Corporation.  Any of or all such signatures may be facsimiles.  In case any
authorized  officer who has signed or whose facsimile  signature has been placed
upon a  certificate  shall have ceased to be such  officer or  authorized  agent
before  such  certificate  is  issued,  it may  nevertheless  be  issued  by the
Corporation  with the  same  effect  as if such  person  were  such  officer  or
authorized  agent on the date of issue.  Every  certificate  surrendered  to the
Corporation  for exchange or transfer shall be canceled and a new certificate or
certificates shall not be issued in exchange for any existing  certificate until
such existing certificate shall have been so canceled,  except in cases provided
for in Section 8.4 of this Article.

                  SECTION  8.2.  Stock  Record.  A stock  record  in one or more
counterparts shall be kept of the name of the person, firm or corporation owning
the stock  represented by each certificate for stock of the Corporation  issued,
the number of shares  represented  by each such  certificate,  the date of issue
thereof and, in the case of cancellation,  the date of cancellation.  The person
in whose name shares of stock stand on the stock record of the Corporation shall
be deemed the owner thereof for all purposes as regards the Corporation.

                  SECTION 8.3.      Transfer and Registration of Stock

                  (a) Transfer.  The transfer of stock and certificates of stock
which represent the stock of the  corporation  shall be governed by Article 8 of
Subtitle I of Title 6 of the Delaware Code.

                  (b)  Registration.  Registration of transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof,  or by such person's attorney  thereunto  authorized by power of
attorney duly executed and filed with an officer of the Corporation,  and on the
surrender of the certificate or certificates  for such shares properly  endorsed
or accompanied by a stock power duly executed.
<PAGE>
                                PAGE 29

                  SECTION 8.4.      New Certificates

                  (a) Lost,  Stolen  or  Destroyed  Certificates.  Where a stock
certificate  has been  lost,  apparently  destroyed  or  wrongfully  taken,  the
issuance  of a new stock  certificate  or the claims  based on such  certificate
shall be governed by Article 8 of Subtitle I of Title 6 of the Delaware Code.

                  (b)   Mutilated   Certificates.   Where  the   holder  of  any
certificate  for  stock  of the  Corporation  notifies  the  Corporation  of the
mutilation of such  certificate  within a reasonable  time after such person has
notice of it, the Corporation will issue a new certificate for stock in exchange
for such mutilated certificate theretofore issued by it.

                  (c) Bond. The Board may, in its discretion,  require the owner
of the lost, stolen,  destroyed or mutilated certificate to give the Corporation
a bond in such sum,  limited or unlimited,  in such form and with such surety or
sureties  sufficed to indemnify  the  Corporation  against any claim that may be
made against it on account of the loss, theft,  destruction or mutilation of any
such certificate or the issuance of any such new certificate.

                  SECTION 8.5. Regulations.   The  Board  may make  such  rules
and  regulations  as it may deem expedient, concerning the issue, transfer and
registration of certificates for stock of the Corporation.

                  SECTION 8.6. Fixing Date for  Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or to express  consent to  corporate  action in  writing  without a meeting,  or
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights,  or  entitled  to  exercise  any rights in respect of any change,
conversion  or exchange of stock or for the purpose of any other lawful  action,
the Board may fix, in advance,  a record  date,  which shall not be more than 60
nor less than 10 days  before  the date of such  meeting,  nor more than 60 days
prior to any other action.  If no record date is fixed:  (1) the record date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which  notice is given or, if notice is waived,  at the close of  business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining  stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary, shall
be the day on which the first written consent is expressed;  (3) the record date
for  determining  stockholders  for any other  purpose  shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. A
determination  of stockholders  entitled to notice of or to vote at a meeting of
the  stockholders  shall  apply to any  adjournment  of the  meeting;  provided,
however, that the Board may fix a new record date for the adjourned meeting.




                                                       ARTICLE IX

                                                          Seal

                  SECTION 9.1.  Seal.  The Corporate seal shall consist of a die
bearing  the full name of the  Corporation  in the outer  circle  and the legend
"Corporate  Seal 1991  Delaware" in the inner  circle.  This seal may be used by
causing it or a facsimile  thereof to be impressed or affixed or  reproduced  or
otherwise.

                                                       ARTICLE X

                                                      Fiscal Year

                  SECTION 10.1 Fiscal Year.  The fiscal year of the  Corporation
shall end on the  Saturday  closest to December  31 in each year,  or such other
date as the Board determines.

                                                       ARTICLE XI

                                                       Amendments

                  SECTION  11.1.  Amendments.  These  By-laws  may  be  amended,
altered or repealed by the vote of a majority of the Board, subject to the power
of the holders of 66 2/3 of the outstanding stock of the Corporation entitled to
vote in  respect  thereof  by their  vote  given at an annual  meeting or at any
special meeting, to amend, alter, or repeal any By-law made by the Board.
<PAGE>

                                PAGE 30
                                                      ARTICLE XII

                                                     Subject to Law

                  SECTION 12.1.     Subject to Law.  All  provisions  of these
By-Laws are subject to  requirements  of applicable law and the Certificate of
Incorporation of the Corporation.


                                                      ARTICLE XIII

                                                    Indemnification

                  SECTION  13.1.  Power  to  Indemnify  in  Actions,   Suits  or
Proceedings  Other Than Those by or in the Right of the Corporation.  Subject to
Section 13.3 of this Article  XIII,  the  Corporation  shall  indemnify and hold
harmless,  to the fullest extent  permitted by applicable law, any person who is
or was a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust,  employee  benefit  plan or  other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed  to the  best  interests  of the  Corporation,  or with  respect  to any
criminal action or proceeding,  that such person had reasonable cause to believe
that such person's conduct was unlawful.

                  SECTION  13.2.  Power  to  Indemnify  in  Actions,   Suits  or
Proceedings  by or in the Right of the  Corporation.  Subject to Section 13.3 of
this Article XIII, the  Corporation  shall  indemnify and hold harmless,  to the
fullest extent  permitted by applicable law, any person who is or was a party or
is threatened to be made a party to any threatened,  pending or completed action
or suit by or in the right of the Corporation to produce a judgment in its favor
by  reason  of  the  fact  that  he is or  was a  director  or  officer  of  the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the  adjudication of liability,  in view of all the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

                  SECTION   13.3.   Authorization   of   Indemnification.    Any
indemnification  under this Article  XIII  (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the  circumstances  because he has met the  applicable  standard of
conduct set forth in Section 13.1 or Section 13.2 of this Article  XIII,  as the
case may be.  Such  determination  shall be made (i) by the Board by a  majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (ii) by a committee of such  directors  designated by a
majority vote of such directors even though less than a quorum, or (iii) if such
a  quorum  is  not  obtainable,  or,  even  if  it is  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iv) by the stockholders.  To the extent,  however, that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  therewith,  without the necessity of  authorization  in the specific
case.
<PAGE>

                                PAGE 31

                  SECTION  13.4.  Good  Faith  Defined.   For  purposes  of  any
determination  under Section 13.3 of this Article XIII, a person shall be deemed
to have acted in good faith and in a manner such person  reasonably  believed to
be in or not opposed to the best interests of the Corporation,  or, with respect
to any criminal action or proceeding, to have had no reasonable cause to believe
such  person's  conduct was unlawful,  if such  person's  action is based on the
records or books of  account of the  Corporation  or another  enterprise,  or on
information  supplied  to such  person by the  officers  of the  Corporation  or
another  enterprise  in the  course of their  duties,  or on the advice of legal
counsel for the  Corporation or another  enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified  public  accountant  or by an  appraiser or the expert  selected  with
reasonable  care by the  Corporation  or another  enterprise.  The term "another
enterprise" as used in this Section 13.4 shall mean any other corporation or any
partnership,  joint venture, trust, employee benefit plan or other enterprise of
which such  person is or was  serving at the  request  of the  Corporation  as a
director,  officer, employee or agent. The provisions of this Section 13.4 shall
not be deemed to be exclusive or to limit in any way the  circumstances in which
a person may be deemed to have met the applicable  standard of conduct set forth
in Sections 13.1 or 13.2 of this Article XIII, as the case may be.

                  SECTION 13.5  Indemnification by a Court.  Notwithstanding any
contrary  determination  in the specific case under Section 13.3 of this Article
XIII,  and  notwithstanding  the absence of any  determination  thereunder,  any
director,  officer,  employee  or  agent  may  apply to any  court of  competent
jurisdiction  in the  State  of  Delaware  for  indemnification  to  the  extent
otherwise  permissible  under  Sections 13.1 and 13.2 of this Article XIII.  The
basis of such  indemnification by a court shall be a determination by such court
that  indemnification of the director,  officer,  employee or agent is proper in
the  circumstances  because  such  person has met the  applicable  standards  of
conduct set forth in Sections 13.1 or 13.2 of this Article XIII, as the case may
be. Neither a contrary  determination in the specific case under Section 13.3 of
this Article  XIII nor the absence of any  determination  thereunder  shall be a
defense to such application or create a presumption that the director,  officer,
employee or agent seeking indemnification has not met any applicable standard of
conduct. Notice of any application for indemnification  pursuant to this Section
13.5  shall  be given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director, officer, employee
or agent seeking  indemnification shall also be entitled to be paid the expenses
of prosecuting such application.

                  SECTION 13.6.  Expenses Payable in Advance.  Expenses incurred
by a director or officer in defending or  investigating  a threatened or pending
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such  director,  officer,  employee  or agent to
repay such amount if it shall  ultimately be determined  that such person is not
entitled to be  indemnified  by the  Corporation  as  authorized in this Article
XIII.

                  SECTION   13.7.    Nonexclusivity   of   Indemnification   and
Advancement  of  Expenses.  The  indemnification  and  advancement  of  expenses
provided  by or  granted  pursuant  to this  Article  XIII  shall  not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement of expenses may be entitled under any By-Law,  agreement,  contract,
vote of  stockholders  or  disinterested  directors or pursuant to the direction
(howsoever embodied) of any court of competent  jurisdiction or otherwise,  both
as to action in their  official  capacity  and as to action in another  capacity
while  holding  such  office,  it  being  the  policy  of the  Corporation  that
indemnification  of the  persons  specified  in  Sections  13.1 and 13.2 of this
Article  XIII  shall  be made  to the  fullest  extent  permitted  by  law.  The
provisions   of  this   Article  XIII  shall  not  be  deemed  to  preclude  the
indemnification  of any person who is not  specified  in Section 13.1 or 13.2 of
this  Article  XIII but whom the  Corporation  has the  power or  obligation  to
indemnify  under the  provisions  of the Delaware  General  Corporation  Law, or
otherwise.
<PAGE>
                                PAGE 32

                  SECTION  13.8.  Insurance.  The  Corporation  may purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  Corporation  would have the power or the  obligation to indemnify  such
person against such liability under the Delaware General  Corporation Law or the
provisions of this Article XIII.

                  SECTION  13.9.  Certain  Definitions.  For  purposes  of  this
Article XIII references to "the Corporation"  shall include,  in addition to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  employee  benefit  plan or  other  enterprise,  shall  stand in the same
position under the provisions of this Article XIII with respect to the resulting
or  surviving  corporation  as such  person  would  have  with  respect  to such
constituent corporation if its separate existence had continued. For purposes of
this Article XIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involved services by, such director,  officer, employee or agent with respect to
an employee  benefit plan, its participants or  beneficiaries;  and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not  opposed to the best  interests  of the
Corporation" as referred to in this Article XIII.

                  SECTION 13.10.  Survival of Indemnification and Advancement of
Expenses.  The  indemnification  and  advancement  of expenses  provided  by, or
granted  pursuant to, this Article XIII shall,  unless  otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                  SECTION 13.11. Limitation on Indemnification.  Notwithstanding
anything contained in this Article XIII to the contrary,  except for proceedings
to enforce  rights to  indemnification  (which shall be governed by Section 13.5
hereof),  the  Corporation  shall not be obligated to  indemnify  any  director,
officer,  employee or agent in  connection  with a proceeding  (or part thereof)
initiated by such person unless such proceeding (or part thereof) was authorized
or consented to by the Board.

                                                      ARTICLE XIV

                                                  Interested Directors

                  SECTION 14.1.  Interested  Directors;  Quorum.  No contract or
transaction  between  the  Corporation  and  one or  more  of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or  participates  in the  meeting of the Board or  committee  thereof
which  authorizes  the contract or  transaction,  or solely because his or their
votes are  counted  for such  purpose,  if:  (1) the  material  facts as to such
person's  relationship  or interest  and as to the contract or  transaction  are
disclosed or are known to the Board or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a  majority  of the  disinterested  directors,  even  though  the  disinterested
directors be less than a quorum;  or (2) the material  facts as to such person's
relationship  or interest and as to the contract or transaction are disclosed or
are known to the  stockholders  entitled to vote  thereon,  and the  contract or
transaction is specifically  approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the  Corporation as of the time
it is authorized,  approved or ratified,  by the Board, a committee thereof,  or
the stockholders.  Common or interested  directors may be counted in determining
the  presence  of a quorum at a meeting  of the  Board or of a  committee  which
authorizes the contract or transaction.

<PAGE>
                                PAGE 33
EXHIBIT 10(c)

                     STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                                   USFREIGHTWAYS CORPORATION
                                     STOCK OPTION PLAN
                                 FOR NON-EMPLOYEE DIRECTORS

                         AMENDED AND RESTATED AS OF APRIL 28, 2000

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.

                  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.


<PAGE>

                                PAGE 34

         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.

II.      SHARES SUBJECT TO THE PLAN

         The aggregate  number of Shares as to which Options may be granted from
         time to time shall be Five Hundred Thousand (500,000) 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.
<PAGE>
                                PAGE 35
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 NASDAQ,  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.

         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
<PAGE>
                                        PAGE 36
                  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.

         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.
<PAGE>
                                        PAGE 37
         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 an 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.

         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 .
<PAGE>
                                PAGE 38
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.

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.
<PAGE>
                                        PAGE 39
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 28th day of April 2000 by the Board of
Directors.
<PAGE>


                        PAGE 40


EXHIBIT 10(o)
                          CONSULTING AGREEMENT AND RELEASE

         This Consulting Agreement and Release ("Agreement") is made and entered
into as of the 3rd day of November,  2000 (the "Effective Date"), by and between
USFreightways  Corporation,  a Delaware  corporation (the  "Company"),  and John
Campbell Carruth ("Carruth"). The terms "Company" and "Carruth" may collectively
be referred to as the "parties."

         For valuable  consideration,  the receipt and  sufficiency  of which is
hereby acknowledged, the parties agree as follows:

1.       Termination of Employment.
         -------------------------

(a)  Effective  the close of  business  on December  31,  2000,  Carruth and the
Company agree that Carruth will resign his  employment  with the Company and its
subsidiaries  and  affiliates  as the result of his  voluntary  retirement,  and
Carruth  shall  further  resign as Chairman of, and as a member of, the Board of
Directors  of the Company and from any other  officer or director  positions  he
holds  at  the  Company   (including   any  of  the   Company's   affiliates  or
subsidiaries),  and the  Company  accepts  each  and  all of such  resignations;
provided,  however,  that  Carruth may remain a director of Auto  Warehouse  Co.
Inc., as the Company's  designated  representative.  Carruth  represents that no
disagreement exists regarding the Company's  operations,  policies or practices.
Carruth  will be entitled to receive any bonus  amounts for which he is eligible
in the year 2000 under the existing  bonus  plan(s) of the Company.  The Company
shall make available to Carruth any financial  statements  necessary for Carruth
to determine his eligibility for a bonus under such plan(s).

(b)  Carruth  shall be  allowed to retain  his home  computer,  which is Company
property, and the Company-owned automobile.

2.       Consulting Relationship

         (a) Unless sooner terminated as hereinafter  provided,  the Company and
Carruth hereby agree that,  from January 1, 2001 through  December 31, 2005 (the
"Term"),  Carruth shall  provide  services to the Company as a consultant on the
terms as set forth in this Agreement.

         (b) The Company hereby engages Carruth, and Carruth hereby accepts such
engagement,  as a general advisor to the Company for the compensation and on the
terms  and  conditions  hereinafter   expressed.   Carruth  shall  perform  such
consulting  duties,  for up to twenty  (20) hours per month,  as are  reasonably
assigned to him by the Company in regard to its business (the  "Services").  The
Services will include Carruth's  advice,  counsel and assistance to be furnished
at the  reasonable  request of the Company from time to time in connection  with
its  business.  The Company  agrees to give  Carruth  reasonable  notice of what
Services  it  desires  and  when  it  desires  them  to be  performed.  In  that
connection,  the  Company  and  Carruth  agree to  cooperate  in  resolving  any
scheduling  problems that may arise with respect to Carruth  being  available at
the times  requested.  Carruth shall  diligently,  competently,  and  faithfully
perform all duties,  and shall use his best efforts to promote the  interests of
the Company.

         (c) Carruth shall at all times during the Term be acting and performing
hereunder  as an  independent  contractor.  Carruth  will  not be  acting  as an
employee,  agent, partner, servant or representative of the Company, and Carruth
will not have any authority to bind the Company or any subsidiary of the Company
in any manner.  As an independent  contractor,  Carruth shall not participate in
any  employee  benefit  plan or program or be subject to any  employment  rules,
regulations  or policies of the Company,  except as otherwise  provided  herein.
Carruth shall have exclusive  control of the method of performance of his duties
hereunder and shall independently manage and control his activities subject only
to the terms of this  Agreement.  Carruth  recognizes,  acknowledges  and agrees
that, as an independent contractor,  all income paid to him under this Agreement
for the Services shall constitute income from  self-employment and Carruth shall
be  required  to pay  self-employment  taxes  pursuant  to  Section  1401 of the
Internal  Revenue  Code  of  1986,  as  amended.   Carruth  further  recognizes,
acknowledges and agrees that because of his status as an independent contractor,
the Company, its officers,  directors, and employees shall have no obligation or
liability whatsoever to Carruth,  his heirs,  assigns, or creditors for workers'
compensation,  federal  and  state  payroll  taxes,  unemployment  compensation,
minimum  wages,  Social  Security  assessments  or  similar  charges,  taxes  or
liabilities applicable to an employment relationship.
<PAGE>
                                PAGE 41

3.       Fees

(a) As  compensation  for  the  Services  and  for the  covenants  contained  in
Paragraph 7, and as a settlement  payment  hereunder,  the Company  shall pay to
Carruth an annual amount equal to $250,000 (the "Fee"), payable in substantially
equal monthly  installments.  Two hundred  thousand dollars of such Fee shall be
attributable to the payment for consulting  services and the covenants contained
in Paragraph 7, and fifty thousand dollars of such Fee shall be in consideration
of the  release  in  Paragraph  4  hereunder.  As  further  elaboration  of such
payments,  ten percent of the release  payments shall be in consideration of the
release of any claim under the Age  Discrimination in Employment Act of 1967, as
amended,  and as  described  in  Paragraph  4,  and  Carruth  agrees  that  such
consideration  is in  addition  to  anything  of value to  which he  already  is
entitled. The remainder of the release payments shall be in consideration of the
release of all other claims described below in Paragraph 4.

(b) In the event that Carruth should die during the Term of this  Agreement,  or
become Disabled (as defined in Paragraph  5(b)), the Fee that would otherwise be
paid to Carruth shall be paid to either  Carruth,  if he is Disabled,  or, if he
should  die,  to such  beneficiary(ies)  as are  designated  by  Carruth  within
forty-five  (45) days after the  Effective  Date of this  Agreement.  If Carruth
should  die  during  the  Term  of  this  Agreement   without   designating  any
beneficiary(ies) under this Section 3(b), the Fee shall be paid to his surviving
spouse,  or, if there is no surviving spouse, the Fee shall be made to Carruth's
estate.

(c) The settlement  payments  hereunder shall be subject to any payroll or other
deductions as may be required to be made pursuant to law,  government  order, or
by agreement with, or consent of Carruth.  The Company and Carruth agree that as
of December  31, 2000 he will have been paid for all earned but unused  vacation
pay.  Except  as set  forth in this  Agreement,  no other  sums  (contingent  or
otherwise) shall be paid to Carruth in respect of his employment,  or consulting
relationship;  provided,  however, that Carruth (i) shall be entitled to receive
his  account  balance,  if any,  under  any  Company  Section  401(k)  or  other
retirement or stock  purchase plan in accordance  with the terms of such plan or
plans and subject to any  restrictions  therein;  and (ii) may elect to continue
his health insurance  coverage,  as mandated by COBRA, which may continue to the
extent required by applicable law;  provided,  moreover,  that if Carruth elects
COBRA  continuation  coverage,  the Company shall pay for such health  insurance
coverage  at the same  rate as it pays for  health  insurance  coverage  for its
active employees (with Carruth required to pay for any employee-paid  portion of
such coverage, if any). The foregoing  notwithstanding,  nothing herein provided
shall  be  construed  to  extend  the  period  of time  over  which  such  COBRA
continuation  coverage  may  otherwise  be provided to  Carruth.  Following  the
expiration  of the  COBRA  continuation  coverage  period,  or in lieu of  COBRA
continuation  coverage,  the Company  shall pay  premiums,  on Carruth's and his
spouse's  behalf,  to a  Medicare  supplemental  policy  (a  so-called  "MediGap
Policy"),  with the amount of such  premiums  to be paid during the Term of this
Agreement and as more particularly described on Exhibit A.


(d)  Carruth  shall  continue  to have the rights as set forth in those  certain
option  agreements dated February 6, 1997,  December 12, 1997,  October 30, 1998
and  February  21,  2000,  respectively  (the  "Option  Agreements");  provided,
however, and notwithstanding  anything in the Option Agreements or the Company's
Long-Term  Incentive  Plan to the  contrary,  Carruth  shall  become  vested  on
December 31, 2000 in all shares subject to such options and shall be entitled to
exercise the options under the Option Agreements  through and including December
31, 2005.  In order for Carruth to exercise  such  options,  he must provide the
Company with an affirmative representation at the time of exercise that he is in
compliance with Paragraph 7 of this Agreement.
<PAGE>


                                PAGE 42


4.       Release of Claims

         (a) Other than as provided in this Agreement,  as a material inducement
to the Company to enter into this Agreement and in further  consideration of the
payments  to be made to  Carruth  in  Paragraph  3  above,  Carruth,  with  full
understanding  of the content and legal effect of this  Agreement and having the
right and  opportunity to consult with his counsel,  releases and discharges the
Company,  its  shareholders,   officers,   directors,   supervisors,   managers,
employees,  agents,  representatives,  attorneys,  parent companies,  divisions,
subsidiaries, and affiliates, and its and their predecessors, successors, heirs,
executors,  administrators,  and assigns (collectively,  the "Released Parties")
from any and all claims, actions, causes of action, grievances,  suits, charges,
or complaints of any kind or nature whatsoever, that he has ever had or now has,
whether  fixed or  contingent,  liquidated  or  unliquidated,  known or unknown,
suspected or unsuspected,  and whether arising in tort,  contract,  statute,  or
equity, before any federal, state, local, or private court, agency,  arbitrator,
mediator, or other entity,  regardless of the relief or remedy. Without limiting
the generality of the  foregoing,  it being the intention of the parties to make
this  Agreement  as broad and as  general  as the law  permits,  this  Agreement
specifically  includes any and all claims arising from any alleged violations by
the Released Parties under the Age  Discrimination in Employment Act of 1967, as
amended (ADEA); Title VII of the Civil Rights Act of 1964, as amended; the Civil
Rights Act of 1866,  as amended by the Civil  Rights Act of 1991 (42 U.S.C.  ss.
1981); the Rehabilitation Act of 1973, as amended; the Illinois Wage Payment and
Collection  Act (except for any  entitlement  to Carruth's  year 2000 bonus,  if
any);  the Illinois  Human Rights Act, the Chicago Human Rights  Ordinance,  the
Cook  County  Human  Rights Act,  and other  similar  state or local  laws;  the
Employee  Retirement  Income Security Act of 1974, as amended (except for claims
for benefits under any employee benefit plan, as defined therein); the Americans
with  Disabilities  Act;  the Family and Medical  Leave Act;  the Equal Pay Act;
Executive Order 11246;  Executive Order 11141;  and any other statutory claim of
employment or other contract or implied  contract claim, or common law claim for
wrongful  discharge,  breach  of an  implied  covenant  of good  faith  and fair
dealing,  defamation,  or invasion of privacy  arising out of or  involving  his
employment with the Company,  the termination of his employment with the Company
or  involving  any  continuing  effects of his  employment  with the  Company or
termination of employment with the Company. Carruth further acknowledges that he
is aware that statutes  exist that render null and void releases and  discharges
of any claims, rights, demands, liabilities, actions, and causes of action which
are unknown to the releasing and  discharging  party at the time of execution of
the release and discharge.  Carruth hereby  expressly  waives,  surrenders,  and
agrees to forego any  protection  to which he  otherwise  would be  entitled  by
virtue of the existence of any such statute in any jurisdiction,  including, but
not limited to the State of Illinois.

         (b)  Carruth,  for  himself,  his  heirs,  executors,   administrators,
successors and assigns agrees not to bring, file,  charge,  claim, sue or cause,
assist, or permit to be brought,  filed, charged or claimed any action, cause of
action,  or  proceeding  regarding  or in any way  related  to any of the claims
released under Paragraph 4(a) hereof, and further agrees that this Agreement is,
will constitute and may be pleaded as, a bar to any such claim, action, cause of
action or proceeding.

         (c)  Notwithstanding  any  other  provision  of  the  Agreement  to the
contrary,  the release under  Paragraph  4(a) above shall not apply to any claim
arising  from any breach of this  Agreement by the Company or any failure by the
Company to comply with any or all of the  provisions  of this  Agreement or from
any rights or claims that may arise after the date this Agreement is executed by
Carruth.
<PAGE>
                                PAGE 43


         (d) Carruth  represents  and certifies  that he has carefully  read and
fully  understands  all of the  provisions  and effects of this  Agreement,  has
knowingly  and  voluntarily  entered  into this  Agreement  freely  and  without
coercion,  and acknowledges that on November 3, 2000, the Company advised him to
consult with an attorney prior to executing  this Agreement and further  advised
him that he had at least  twenty-one  (21) days (until November 24, 2000) within
which to consider  this  Agreement.  Carruth is  voluntarily  entering into this
Agreement and neither the Company nor its agents, representatives,  or attorneys
made any representations concerning the terms or effects of this Agreement other
than those contained in the Agreement itself.

         (e) Carruth  acknowledges that he has seven (7) days from the date this
Agreement is executed in which to revoke his acceptance of this  Agreement,  and
this  Agreement  will not be effective or  enforceable  until such seven (7) day
period has expired.

5.       Termination.  Notwithstanding  anything in Paragraph  2(a) of this
Agreement to the  contrary,  Carruth's Services shall terminate upon the first
to occur of the following events:

         (a)      At the end of the Term.

         (b) Upon  Carruth's  date of death or the date Carruth is given written
notice that he has been  determined  to be Disabled  (as defined  herein) by the
Company.  For  purposes  of  this  Agreement,  Carruth  shall  be  deemed  to be
"Disabled"  if  Carruth,  as a result of  illness  or other  physical  or mental
incapacity,  shall be unable to perform  his  required  duties  hereunder  for a
period of four (4)  consecutive  months or for any  aggregate  period of six (6)
months in any twelve (12) month period.

      (c)  On the date Carruth terminates his engagement for any reason.

      (d) On the date the Company terminates Carruth's Services for any reason.
<PAGE>

                        PAGE 44


6. Compensation Upon Termination.  If Carruth's Services are terminated pursuant
to Paragraph 5(b) or 5(d), Carruth or his beneficiary(ies)  shall be entitled to
the Fees and  benefits  through  the end of the Term;  provided,  however,  that
Carruth  shall  not be  entitled  to  that  portion  of the  Fees  allocated  to
consulting  services (under  Paragraph 3(a)) and benefits set forth in Paragraph
3(d) from the date of his breach of  Paragraph  7 through the end of the Term if
the Company  terminates  the Agreement due to any breach of Paragraph 7 . In the
event Carruth's  Services  terminate pursuant to Paragraph 5(a) or 5(c), Carruth
shall be entitled to none of the Fees or benefits set forth in Paragraphs  3(a),
3(b),  3(c) and 3(d) of the Agreement  following  the date of such  termination;
provided  however,  that the Company has the sole  discretion to continue to pay
Carruth the Fees  allocated to  consulting  services in exchange  for  Carruth's
continued compliance with Paragraph 7 even after Carruth terminates the Services
under Paragraph 5(c) until December 31, 2005.

7. Protective  Covenants.  Carruth acknowledges and agrees that solely by virtue
of his prior employment by, and relationship  with, the Company,  as Chairman of
its Board of  Directors,  and  President  and Chief  Executive  Officer,  he has
acquired (and, in connection with his engagement hereunder,  he will continue to
acquire) "Confidential Information",  as hereinafter defined, as well as special
knowledge of the Company's  relationships  with its Customers,  and that but for
his  association  with the  Company,  Carruth  would not have had access to said
Confidential  Information or knowledge of said  relationships.  Carruth  further
acknowledges  and agrees  (i) that the  Company  has long  term,  near-permanent
relationships with its Customers, and that those relationships were developed at
great  expense and  difficulty  to the Company over  several  years of close and
continuing involvement; (ii) that the Company's relationships with its Customers
are and will  continue to be valuable,  special and unique assets of the Company
and that the  identity of its  Customers is kept under tight  security  with the
Company and cannot be readily  ascertained from publicly available  materials or
from  materials  available  to the  Company's  competitors;  and (iii)  that the
Company  has  the  following  protectable  interest  that  is  critical  to  its
competitive  advantage in the industry and would be of demonstrable value in the
hands  of  a  competitor:  the  Company's  systematic  ways  of  scheduling  and
programming its routes and services.  In return for the consideration  described
in this Agreement,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  and as a condition  precedent to
the Company  entering into this Agreement and as an inducement to the Company to
do so, Carruth hereby represents, warrants, and covenants as follows:

         (a) Carruth has executed and delivered  this  Agreement as his free and
voluntary act after having  determined that the provisions  contained herein are
of a material benefit to him, and that the duties and obligations imposed on him
hereunder  are fair and  reasonable  and will not  prevent  him from  earning  a
comparable livelihood following the termination of his employment and engagement
with the Company.

         (b) Carruth has read and fully understands the terms and conditions set
forth  herein,  has  had  time to  reflect  on and  consider  the  benefits  and
consequences  of entering into this  Agreement,  and has had the  opportunity to
review the terms  hereof  with an  attorney  or other  representative,  if he so
chooses.

         (c) The  execution  and delivery of this  Agreement by Carruth does not
conflict  with,  or result in a breach of or  constitute  a default  under,  any
agreement or contract,  whether oral or written,  to which Carruth is a party or
by which Carruth may be bound.

         (d) Carruth agrees that,  through  December 31, 2005 (unless Carruth is
terminated by the Company under  Paragraph  5(d), in which event this  Paragraph
7(d)  shall be  inapplicable),  he will not,  except  on behalf of the  Company,
anywhere  in the United  States or in any other place or venue where the Company
now conducts or operates,  or may conduct or operate,  its business prior to the
date of the termination of Carruth's consulting engagement:

         (i)  directly  or  indirectly,  contact,  solicit or direct any person,
         firm,  or  corporation  to contact  or  solicit,  any of the  Company's
         Customers or  Prospective  Customers (as  hereinafter  defined) for the
         purpose of selling or attempting to sell any products  and/or  services
         that are the same as or similar to the products  and services  provided
         by the Company to its Customers as of the date of the execution of this
         Agreement  or at the  time  during  the  term of  Carruth's  consulting
         engagement. In addition,  Carruth will not disclose the identity of any
         such  Customers or  Prospective  Customers,  or any part thereof to any
         person,  corporation,  association,  or other  entity for any reason or
         purpose whatsoever; or
<PAGE>
                                        PAGE 45



         (ii) solicit or accept if offered to him with or without  solicitation,
         on his own behalf or on behalf of any other person, the services of any
         person  who is then a current  employee  of the  Company  or any of its
         subsidiaries at a level of vice president or above,  nor solicit any of
         those employees to terminate  employment with the Company or any of its
         subsidiaries nor agree to hire any then current employee of the Company
         or any of its  subsidiaries  at a level of vice president or above into
         employment  with himself or any company,  individual or other entity on
         his own behalf or on behalf of any other person; or

         (iii) act as a consultant,  advisor, officer, manager, agent, director,
         partner, independent contractor, owner, or employee for or on behalf of
         any of the Company's Customers or Prospective Customers (as hereinafter
         defined),  with  respect to or in any way with  regard to any aspect of
         the Company's  business  and/or any other business  activities in which
         the Company engages during the term hereof, if such act(s) could have a
         material adverse effect on the business or financial  conditions of the
         Company; or

         (iv)  directly  or  indirectly,   whether  as  an  investor  (excluding
         investments representing less than one percent (1%) of the common stock
         of a public company),  lender, owner, stockholder,  officer,  director,
         consultant,  employee,  agent,  salesperson  or in any other  capacity,
         whether  part-time or full-time,  become  associated  with any business
         involved in the trucking,  logistics or freight forwarding business, if
         such  association  could have a material adverse effect on the business
         or financial conditions of the Company; or

(v)                        directly  or  indirectly,  whether  as  an  investor,
                           lender,  owner,   stockholder,   officer,   director,
                           consultant,  employee,  agent,  salesperson or in any
                           other  capacity,   whether  part-time  or  full-time,
                           become  associated  with, or provide any  information
                           to,  any  business  or  other  entity  that  seeks to
                           acquire,  invest, or take any interest in the Company
                           or any of its subsidiaries.

In order for the  Company  to be able to  assess  the  impact  of any  act(s) or
association,  Carruth  shall be  required to advise the Company of any act(s) or
association that may fall within the scope of subparagraphs (iii) or (iv) within
two (2) business days of the first date of such act(s) or association.

         (e) Carruth  acknowledges  and agrees that the scope described above is
necessary  and  reasonable in order to protect the Company in the conduct of its
business and that, if Carruth  becomes  employed by or  associated  with another
entity or  employer,  he shall be  required to disclose  the  existence  of this
Paragraph 7 to such entity or employer.

         (f) For purposes of this  Paragraph 7,  "Customer"  shall be defined as
any person, or entity that purchased any type of product and/or service from the
Company or its  subsidiaries or is or was doing business with the Company or its
subsidiaries  or Carruth  within the  eighteen  (18)  month  period  immediately
preceding  termination of Carruth's engagement  hereunder.  For purposes of this
Paragraph 7, "Prospective Customer" shall be defined as any person or entity (1)
for whom the  Company  or its  subsidiaries  is in the  process of  preparing  a
proposal,  or (2)  solicited  by the  Company  or its  subsidiaries,  or Carruth
(whether  directly or indirectly) with a proposal,  written or oral,  within the
twelve  (12)  month  period  immediately   preceding  termination  of  Carruth's
engagement hereunder, for the purpose of having such persons, firms, or entities
become a Customer of the Company or its subsidiaries.
<PAGE>
                                PAGE 46



         (g) Carruth  agrees that both during his  employment,  engagement  as a
consultant and thereafter,  Carruth will not for any reason whatsoever,  use for
himself or disclose to any person not employed by the Company any  "Confidential
Information" of the Company acquired by Carruth during his relationship with the
Company.  Carruth agrees to use Confidential  Information solely for the purpose
of  performing  duties  with the  Company  and  agrees  not to use  Confidential
Information  for  his  own  private  use or  commercial  purposes  or in any way
detrimental  to  the  Company.  Carruth  agrees  that  Confidential  Information
includes  but  is  not  limited  to:  (1)  any  financial,  business,  planning,
operations,   services,   potential  services,   products,  potential  products,
technical  information  and/or  know-how,  formulas,   production,   purchasing,
marketing, sales, personnel, customer, broker, supplier, or other information of
the Company; (2) any papers,  data, software programs or applications,  records,
processes,  methods,  techniques,  systems, models, samples, devices, equipment,
compilations,  invoices,  customer lists,  or documents of the Company;  (3) any
confidential  information  or trade  secrets of any third party  provided to the
Company in  confidence  or subject to other use or  disclosure  restrictions  or
limitations; and (4) any other information, written, oral or electronic, whether
existing  now or at some time in the future,  whether  pertaining  to current or
future  developments,  and whether  previously  accessed during Carruth's tenure
with the  Company  or to be  accessed  during  his  future  engagement  with the
Company,  which  pertains to the Company's  affairs or interests or with whom or
how the  Company  does  business.  The  Company  acknowledges  and  agrees  that
Confidential Information does not include (i) information properly in the public
domain,  or (ii)  information in Carruth's  possession  prior to the date of his
employment with the Company or any of its predecessors.

         (h) In the event that the Carruth intends to communicate information to
any individual(s), entity or entities (other than the Company), to permit access
by any  individual(s),  entity or entities  (other than the Company),  or to use
information for his own account or for the account of any individual(s),  entity
or entities (other than the Company) and such information  would be Confidential
Information  hereunder  but  for  the  exceptions  set  out at (i)  and  (ii) of
Paragraph  7(g) of this  Agreement,  Carruth  shall  notify the  Company of such
intent in writing,  including a description  of such  information,  no less than
fifteen (15) days prior to such communication, access or use.

         (i) During and after the term of his engagement hereunder, Carruth will
not remove from the Company's premises any documents, records, files, notebooks,
correspondence,  computer printouts, computer programs, computer software, price
lists,   microfilm,   or  other  similar  documents  (the  "Record")  containing
Confidential  Information,  including  copies thereof whether prepared by him or
others,  except as his duty shall  require,  and in such  cases,  will  promptly
return such items to the Company; provided, however, that Carruth may remove any
Record that the President and Chief Executive Officer of the Company  authorizes
Carruth  to remove  for his use in order to  perform  the  Services  under  this
Agreement.  Upon termination of his engagement with the Company,  all such items
including summaries or copies thereof,  then in Carruth's  possession,  shall be
returned to the Company immediately.

         (j)  Carruth   recognizes  and  agrees  that  all  ideas,   inventions,
enhancements,  plans,  writings,  and other  developments or  improvements  (the
"Inventions") conceived by Carruth, alone or with others, during the term of his
employment or engagement,  whether or not during working hours,  that are within
the scope of the  Company's  business  operations  or that  relate to any of the
Company's work or projects,  are the sole and exclusive property of the Company.
Carruth further agrees that (1) he will promptly  disclose all Inventions to the
Company and hereby  assigns to the Company all present and future  rights he has
or may have in those Inventions,  including without limitation those relating to
patent,  copyright  trademark or trade  secrets;  and (2) all of the  Inventions
eligible  under the  copyright  laws are "work made for hire." At the request of
and without  charge to the  Company,  Carruth  will do all things  deemed by the
Company to be  reasonably  necessary to perfect  title to the  Inventions in the
Company and to assist in obtaining for the Company such  patents,  copyrights or
other  protection  as may be  provided  under law and  desired  by the  Company,
including  but not  limited  to  executing  and  signing  any  and all  relevant
applications,  assignments or other instruments.  Notwithstanding the foregoing,
pursuant to the Employee  Patent Act,  Illinois  Public Act 83-493,  the Company
hereby notifies  Carruth that the provisions of this Paragraph 7 shall not apply
to any  Inventions  for which no equipment,  supplies,  facility or trade secret
information  of the  Company  was used and  which  were  developed  entirely  on
Carruth's own time,  unless (i) the Invention relates (A) to the business of the
Company, or (B) to actual or demonstrably anticipated research or development of
the Company,  or (ii) the Invention  results from any work  performed by Carruth
for the Company.
<PAGE>
                                PAGE 47

         (k) Carruth  acknowledges and agrees that all customer lists,  supplier
lists,  and customer  and supplier  information  including,  without  limitation
addresses and telephone numbers,  are and shall remain the exclusive property of
the Company,  regardless of whether such  information was developed,  purchased,
acquired, or otherwise obtained by the Company or Carruth.

         (l) It is agreed that any breach or anticipated or threatened breach of
any of  Carruth's  covenants  contained  in  this  Paragraph  7 will  result  in
irreparable harm and continuing damages to the Company and its business and that
the  Company's  remedy at law for any such breach or  anticipated  or threatened
breach will be  inadequate  and,  accordingly,  in addition to any and all other
remedies that may be available to the Company at law or in equity in such event,
or under subparagraph (m) below, any court of competent jurisdiction may issue a
decree of specific  performance  or issue a temporary and permanent  injunction,
without the necessity of the Company  posting bond or furnishing  other security
and  without  proving  special  damages or  irreparable  injury,  enjoining  and
restricting the breach, or threatened  breach, of any such covenant,  including,
but not limited to, any injunction restraining Carruth from disclosing, in whole
or in part, any Confidential Information.  Carruth acknowledges the truthfulness
of all factual  statements in this Agreement and agrees that he is estopped from
and will not make any factual  statement in any  proceeding  that is contrary to
this Agreement or any part thereof.

(m)      If Carruth  breaches the terms of this Paragraph 7, Carruth  explicitly
         agrees that he shall forfeit his right to (1) exercise any  unexercised
         options  previously granted to him under the Option Agreements from the
         date of  Carruth's  breach of  Paragraph  7 and (2) receive any further
         Fees under this Agreement.  Notwithstanding any other term or condition
         to the contrary, Carruth shall not be required to return to the Company
         (1) any Fees already paid to him or
        (2) any proceeds  from the sale of common stock of the Company  obtained
         in any stock option exercise if such payment or exercise occurred prior
         to any breach by Carruth of the terms of Paragraph 7; provided however,
         that the forfeiture  provisions  contained in this Paragraph 7(m) shall
         not in anyway  limit  the  remedies  for  injunctive  relief  otherwise
         available  to the  Company  upon breach by Carruth of the terms of this
         Paragraph 7.

(n)      Notwithstanding any other terms or conditions of this Paragraph 7,
         Carruth  may, at any time,  contact the President and Chief Executive
         Officer of the CompanY in  writing,  in the  event  he  determines that
         any activity he intends on engaging in might violate thi  Paragraph  7,
         and request a waiver of the  provisions of this Paragraph 7. The
         Company's Board of Directors shall  have the  unilateral  and sole
         discretion  to determine  whether  or not to grant such a waiver and
         shall respond to Carruth with its decision within ten(10) days of
         receipt of his waiver request.

8.  Non-Disparagement.  Carruth  represents  that he will not make to anyone any
disparaging,  untrue, or misleading written or oral statements about or relating
to the Company or its products or services (or about or relating to any officer,
director,  agent,  employee, or other person active on the Company's behalf). If
the Company  believes  that there has been a violation of this  Paragraph 8, the
burden shall be on the Company to establish that any statement was  disparaging,
untrue or misleading.

9.       Carruth's Additional Obligations.

         (a) Carruth agrees to obtain the prior approval of the Company's  Board
of  Directors  before  Carruth  serves on any  corporate  or industry  boards or
committees  within  the  trucking,  logistics  or freight  forwarding  business;
provided  that Carruth may be elected to the Board of  Directors of CRST,  Inc.;
provided,  however,  that he shall recuse himself from any discussions regarding
the Company and/or any of its then current  subsidiaries and shall not offer any
advice or counsel as a director that would be harmful to the Company  and/or its
subsidiaries.  Notwithstanding  the terms and conditions of this Paragraph 9(a),
Carruth still must comply with the provisions of Paragraph 7.

         (b) Except as otherwise  set forth in Paragraph  9(a),  Carruth and the
Company  expressly  agree that  during the term of this  Agreement,  Carruth may
engage, directly or indirectly,  as a partner,  officer,  stockholder,  advisor,
agent,  or  employee  in any other  business  that is not similar to that of the
Company.

         (c) Carruth agrees that he will keep the terms and amounts set forth in
this Agreement  completely  confidential  and will not disclose any  information
concerning  this  Agreement's  terms and  amounts to any  person  other than his
present attorney, accountants, tax advisors, or immediate family.
<PAGE>

                                PAGE 48


10.  Future  Cooperation.  In  connection  with  any and all  claims,  disputes,
negotiations,  investigations,  lawsuits or administrative proceedings involving
the  Company,  and in which  Carruth has  knowledge  of the  underlying  matter,
Carruth  agrees to make  himself  available,  upon  reasonable  notice  from the
Company  and  without the  necessity  of  subpoena,  to provide  information  or
documents,  provide  declarations  or  statements  to  the  Company,  meet  with
attorneys  or  other  representatives  of the  Company,  prepare  for  and  give
depositions  or  testimony,  and/or  otherwise  cooperate in the  investigation,
defense or prosecution of any or all such matters.

11.      General Provisions.
         ------------------

         (a) All notices,  requests,  demands,  claims and other  communications
hereunder  shall be in writing.  Any notice,  request,  demand,  claim, or other
communication  hereunder  shall be deemed duly given (i) three (3) business days
after it is sent by  registered or certified  mail,  return  receipt  requested,
postage prepaid, (ii) when receipt is electronically  confirmed,  if sent by fax
(provided that a hard copy shall be promptly sent by first class mail), or (iii)
one (1) business day  following  deposit  with a recognized  national  overnight
courier  service  for next day  delivery,  charges  prepaid,  and, in each case,
addressed to the intended recipient as set forth below:

     To Company:  USFreightways Corporation
                           8550 W. Bryn Mawr Ave.
                           Suite 700
                           Chicago, IL  60631

                           Attention: Richard C. Pagano, Vice President,
                           General Counsel & Secretary
                           Fax:     (773) 824-2200

     To Carruth:  John Campbell Carruth
                           316 Rivershire Court
                           Lincolnshire, IL 60069-3814

         Either  party may give any notice,  request,  demand,  claim,  or other
communication  hereunder  using any other means  (including  personal  delivery,
expedited  courier,  messenger  service,  telecopy,  telex,  ordinary  mail,  or
electronic  mail),  but  no  such  notice,  request,  demand,  claim,  or  other
communication  shall be  deemed  to have been  duly  given  unless  and until it
actually is delivered to the  individual  for whom it is intended.  Either party
may change the address to which notices,  requests,  demands,  claims, and other
communications hereunder are to be delivered by giving the other party notice in
the manner herein set forth.

         (b) Neither this  Agreement nor any of the terms or  conditions  hereof
may be waived,  amended or modified except by means of a written instrument duly
executed by the party to be charged therewith.

         (c) The captions and paragraph  headings used in this Agreement are for
convenience  of  reference  only,  and  shall not  affect  the  construction  or
interpretation of this Agreement or any of the provisions hereof.

         (d) Except as otherwise  provided,  Carruth and the Company  shall each
pay his or its own expenses,  including, without limitation, the expenses of his
or its own counsel,  incurred in connection with the preparation,  execution and
delivery of this Agreement.

         (e) This  Agreement  shall be governed by, and  construed in accordance
with,  the laws of the State of Illinois,  without  reference to its conflict of
law provisions.  Furthermore,  as to Paragraph 7, Carruth agrees and consents to
submit to personal jurisdiction in the state of Illinois in any state or federal
court  of  competent  subject  matter  jurisdiction  situated  in  Cook  County,
Illinois.  Carruth further agrees that the sole and exclusive venue for any suit
arising  out of,  or  seeking  to  enforce,  the  terms of  Paragraph  7 of this
Agreement  shall be in a state or  federal  court of  competent  subject  matter
jurisdiction situated in Cook County, Illinois. In addition,  Carruth waives any
right to  challenge in another  court any  judgment  entered by such Cook County
court or to assert that any action  instituted  by the Company in any such court
is in the improper venue or should be transferred to a more convenient forum.
<PAGE>

                                PAGE 49



         (f) A waiver  by the  Company  of a  breach  of any  provision  of this
Agreement  by Carruth  shall not operate or be construed as a waiver or estoppel
of any subsequent breach by Carruth.  No waiver shall be valid unless in writing
and signed by an authorized officer of the Company.

         (g) In light of the unique personal services to be performed by Carruth
hereunder,  it is  acknowledged  and  agreed  that any  purported  or  attempted
assignment or transfer by Carruth of this Agreement or any of Carruth's  duties,
responsibilities,  or  obligations  hereunder  shall  be  void.  Subject  to the
foregoing,  this Agreement  shall be binding upon and shall inure to the benefit
of the parties hereto and their  respective  heirs,  executors,  administrators,
personal representatives, successors and permitted assigns.

         (h) This Agreement may be executed in any number of counterparts,  each
of which shall be deemed to be an  original  hereof,  but all of which  together
shall constitute one and the same instrument.

         (i) If any provision of this Agreement  shall be found by a court to be
invalid or  unenforceable,  in whole or in part,  then such  provision  shall be
construed  and/or  modified  or  restricted  to the  extent  and  in the  manner
necessary to render the same valid and  enforceable,  or shall be deemed excised
from  this  Agreement,  as the case may  require,  and this  Agreement  shall be
construed  and  enforced  to the  maximum  extent  permitted  by law, as if such
provision had been originally incorporated herein, as the case may be.

         (j) This  Agreement and the Option  Agreements  constitute the sole and
entire agreement and understanding  between the parties hereto as to the subject
matter   hereof,   and  supersede   all  prior   discussions,   agreements   and
understandings  of every kind and nature  between the parties  hereto as to such
subject  matter,  including  specifically  Carruth's  June  1,  1998  Employment
Agreement  with the  Company;  provided  however that  Carruth's  April 27, 1998
Restricted Stock Agreement  remains in full force and effect as of the Effective
Date and shall  remain in full force and effect  for the  remainder  of the Term
until it expires on its own terms no sooner than April 27, 2002.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the day and year first above written.

USFREIGHTWAYS CORPORATION                              JOHN CAMPBELL CARRUTH


By:
   ----------------------------
Its:
    ---------------------------                  -----------------------------




                                                     Exhibit A

         The Company  shall  reimburse  each of Cam and  Margaret  Carruth for a
"Plan  J"  MediGap  policy  (or an  equivalent  policy)  from the  Country  Life
Insurance Company (or a comparable company).

         The Company shall  reimburse  Carruth  during the Term of the Agreement
for the premiums for such policies, in an amount not to exceed:

Margaret Carruth

Annual Premium             $2,458.00

Cam Carruth

Annual Premium             $2,615.00

<PAGE>
                                PAGE 50
EXHIBIT 10(p)

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


USFreightways Corporation
Supplemental Executive Retirement Plan
Master Plan Document


                    Effective December 10, 1999

                         Copyright(C)1999
                 By Compensation Resource Group, Inc.
                        All Rights Reserved



                                                           TABLE OF CONTENTS
                Page
Purpose                                                                     1

ARTICLE 1            Definitions                                            1

ARTICLE 2Selection, Enrollment, Eligibility                                 6

            2.1      Selection by Committee                                 6
            2.2      Enrollment Requirements                                6
            2.3      Eligibility; Commencement of Participation             6
            2.4      Termination of Participation and/or Deferrals          6

ARTICLE 3Deferral Commitments/Company Matching/Crediting Taxes              7

            3.1      Annual Company Contribution Amount                     7
            3.2      Investment of Trust Assets                             7
            3.3      Vesting                                                7
            3.4      Crediting/Debiting of Account Balances                 8
            3.5      FICA and Other Taxes                                  10

ARTICLE 4 Retirement Benefit                                               10

            4.1      Retirement Benefit                                    10
            4.2      Payment of Retirement Benefit                         10
            4.3      Death Prior to Completion of Retirement Benefit       11

ARTICLE 5 Pre-Retirement Survivor Benefit                                  11

            5.1      Pre-Retirement Survivor Benefit                       11
            5.2      Payment of Pre-Retirement Survivor Benefit            11

ARTICLE 6 Termination Benefit                                              11

            6.1      Termination Benefit                                   11
            6.2      Payment of Termination Benefit                        11
            6.3      Death Prior to Completion of Retirement Benefit       11

ARTICLE 7Disability Benefit                                                11

           7.1       Continued Eligibility; Disability Benefit             12

ARTICLE 8Beneficiary Designation                                           12

           8.1       Beneficiary                                           12


            8.2      Beneficiary Designation; Change; Spousal Consent      12
            8.3      Acknowledgement                                       12
            8.4      No Beneficiary Designation                            12
            8.5      Doubt as to Beneficiary                               12
            8.6      Discharge of Obligations                              13

        ARTICLE 9    Leave of Absence                                      13

              9.1    Paid Leave of Absence                                 13

ARTICLE 10 Termination, Amendment or Modification                          13

            10.1     Termination                                           13
            10.2     Amendment                                             13
            10.3     Plan Agreement                                        14
            10.4     Effect of Payment                                     14
<PAGE>
                                PAGE 51
ARTICLE 11 Administration                                                  14

            11.1     Committee Duties                                      14
            11.2     Administration Upon Change In Control                 14
            11.3     Agents                                                15
            11.4     Binding Effect of Decisions                           15
            11.5     Indemnity of Committee                                15
            11.6     Employer Information                                  15

ARTICLE 12 Other Benefits and Agreements                                   15

           12.1      Coordination with Other Benefits                      15

ARTICLE 13 Claims Procedures                                               16

           13.1      Presentation of Claim                                 16
           13.2      Notification of Decision                              16
           13.3      Review of a Denied Claim                              16
           13.4      Decision on Review                                    16
           13.5      Legal Action                                          17

ARTICLE 14 Trust                                                           17

            14.1     Establishment of the Trust                            17
            14.2     Interrelationship of the Plan and the Trust           17
            14.3     Distributions From the Trust                          17
ARTICLE 15 Miscellaneous

            15.1     Status of Plan                                        17
            15.2     Unsecured General Creditor                            17
            15.3     Employer's Liability                                  17
            15.4     Nonassignability                                      18
            15.5     Not a Contract of Employment                          18
            15.6     Furnishing Information                                18
            15.7     Terms                                                 18
            15.8     Captions                                              18
            15.9     Governing Law                                         18
            15.10    Notice                                                18
            15.11    Successors                                            19
            15.12    Spouse's Interest                                     19
            15.13    Validity                                              19
            15.14    Incompetent                                           19
            15.15    Court Order                                           19
            15.16    Distribution in the Event of Taxation                 19
            15.17    Insurance                                             20
            15.18    Legal Fees To Enforce Rights After Change in Control  20

<PAGE>
                                        PAGE 52


                                U.S. FREIGHT WAYS CORP.
                          SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                               Effective December 10, 1999

                                       Purpose

           The purpose of this Plan is to provide specified benefits to a select
  group of management and highly compensated Employees who contribute materially
  to  the  continued   growth,   development  and  future  business  success  of
  USFreightways  Corporation, a Delaware corporation,  and its subsidiaries,  if
  any, that sponsor this Plan.  This Plan shall be unfunded for tax purposes and
  for purposes of Title I of ERISA.

                                      ARTICLE 1
                                     Definitions

           For purposes of this Plan, unless otherwise clearly apparent from the
  context,  the following  phrases or terms shall have the  following  indicated
  meanings: -

  1.1      "Account Balance" shall mean, with respect to a Participant, a credit
           on the  records of the  Employer  equal to the  Company  Contribution
           Account  balance.  The Account  Balance shall be a bookkeeping  entry
           only and shall be utilized solely as a device for the measurement and
           determination  of the amounts to be paid to a Participant,  or his or
           her designated Beneficiary, pursuant to this Plan.

  1.2      "Annual  Company  Contribution  Amount" shall mean, for any one Plan
           Year, the amount  determined in accordance with Section 3.1.

  1.3      "Annual  Installment  Method" shall be an annual installment  payment
           over 15 years, in accordance  with this Plan,  calculated as follows:
           The Account Balance of the Participant  shall be calculated as of the
           close of business on the first  business day of the year.  The annual
           installment  for that  year  shall be  calculated  by  dividing  this
           balance by the following annual annuity factor:

                    Annual Installment Year         Annual Annuity Factor
                           1                                 9.74546799
                           2                                 9.35765074
                           3                                 8.94268630
                           4                                 8.49867434
                           5                                 8.02358154
                           6                                 7.51523225
                           7                                 6.97129851
                           8                                 6.38928940



                     Annual Installment Year        Annual Annuity Factor
                           9                                 5.76653966
                          10                                 5.10019744
                          11                                 4.38721126
                          12                                 3.62431604
                          13                                 2.80801817
                          14                                 1.93457944
                          15                                 1.00000000


          Each  annual  installment  shall be paid on or as soon as  practicable
after the first business day of the applicable year.

1.4       "Beneficiary" shall mean one or more persons, trusts, estates or other
          entities,  designated in accordance  with Article 8, that are entitled
          to receive benefits under this Plan upon the death of a Participant.

1.5       "Beneficiary  Designation  Form" shall mean the form  established from
          time to time by the Committee that a Participant completes,  signs and
          returns to the Committee to designate one or more Beneficiaries.

1.6       "Board" shall mean the board of directors of the Company.

1.7       "CEO" shall mean the chief executive officer of the Company.
<PAGE>
                                PAGE 53
1.8       "Change in Control" shall mean:

          (a)      the acquisition by any individual,entity or group (within the
                   meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                   Exchange Act of 1934, as amended (the "Exchange Act") or any
                   comparable successor provisions, referred herein as"Person"),
                   of beneficial ownership (within the meaning of Rule 13d-3
                   promulgated under the Exchange Act)of thirty percent (30%) or
                   more of either (i)the then outstanding shares of common stock
                   of the Company (the "Outstanding Company Common Stock") or
                   (ii) the combined voting power of the then outstanding voting
                   securities of the Company entitled to vote generally in the
                   election of directors (the "Outstanding Company Voting
                   Securities"); provided, however, that for purposes of this
                   clause (a), the following acquisitions shall not constitute a
                   Change of Control; (I) any acquisition directly from the
                   Company, (II) any acquisition by the Company, (III) any
                   acquisition by any employee benefit plan (or related trust)
                   sponsored or maintained by the Company or any corporation
                   controlled by the Company, or (IV) any acquisition by any
                   corporation pursuant to a transaction which complies with
                   subclauses (i), (ii) or (iii) of clause (3); or

          (b)      individuals who, as of the date hereof, constitute the Board
                   (the "Incumbent Board") cease for any reason to constitute at
                   least a majority of the Board; provided. however,


                   that any  individual  becoming a director  subsequent  to the
                   date hereof whose election, or nomination for election by the
                   Company's shareholders,  was approved by a vote of at least a
                   majority  of the  directors  then  comprising  the  Incumbent
                   Board,  shall be considered as though such  individual were a
                   member  of the  Incumbent  Board,  but  excluding,  for  this
                   purpose,  any such  individual  whose  initial  assumption of
                   office  occurs  as a  result  of  any  actual  or  threatened
                   election  contest  with respect to the election or removal of
                   directors  or other  actual  or  threatened  solicitation  of
                   proxies or  consents  by or on behalf of a Person  other than
                   the Board; or

          (c)      Consummation of a reorganization, merger or consolidation or
                   sale or other disposition of all or substantially all of the
                   assets of the Company (a "Business Combination"), in each
                   case, unless, following such Business Combination, (i) all or
                   substantially all of the individuals and entities who were
                   the beneficial owners, respectively, of the Outstanding
                   Company Common stock and Outstanding Company Voting
                   Securities immediately prior to such Business Combination
                   beneficially own, directly or indirectly, more than fifty
                   percent (50%) of, respectively, the then outstanding shares
                   of common stock and the combined voting power of the then
                   outstanding voting securities entitled to vote generally in
                   the election of directors, as the case may be, of the
                   corporation resulting from such Business Combination
                   (including, without limitation, a corporation which as a
                   result of such transaction owns the Company or all or
                   substantially all of the Company's assets either directly or
                   through one or more subsidiaries) in substantially the same
                   proportions as their ownership, immediately prior to such
                   Business Combination or the Outstanding Company Common Stock
                   and outstanding Company Voting Securities,as the case may be,
                   (ii) no Person (excluding any corporation resulting from such
                   Business Combination or any employee benefit plan (or related
                   trust) of the Company or such corporation resulting from such
                   Business Combination) beneficially owns, directly or
                   indirectly, thirty percent (30%) or more of, respectively,
                   the then outstanding shares of common stock of the
                   corporation resulting from such Business Combination or the
                   combined voting power of the then outstanding voting
                   securities of such corporation except to the extent that such
                   ownership existed prior to the Business Combination and (iii)
                   at least a majority of the members of the board of directors
                   of the corporation resulting from such Business Combination
                   were members of the Board of Directors of the Company at the
                   time of the execution of the initial agreement, or of the
                   action of the Board, providing for such Business Combination.
<PAGE>
                                PAGE 54
1.9       "Claimant" shall have the meaning set forth in Section 13.1.

1.10      "Code" shall mean the Internal Revenue Code of 1986, as it may be
          amended from time to time.

1.11      "Committee" shall mean the committee described in Article 11.

1.12      "Company" shall mean USFreightways Corporation,a Delaware corporation,
          and any successor to all or substantially all of the Company's assets
          or business.

1.13      "Company   Contribution  Account"  shall  mean  (i)  the  sum  of  the
          Participant's Annual Company Contribution  Amounts,  plus (ii) amounts
          credited in accordance with all the applicable crediting
          provisions  of this Plan  that  relate  to the  Participant's  Company
          Contribution  Account,  less  (iii)  all  distributions  made  to  the
          Participant  or his or her  Beneficiary  pursuant  to this  Plan  that
          relate to the Participant's Company Contribution Account.

1.14      "Deduction  Limitation" shall mean the following described  limitation
          on a benefit  that may  otherwise  be  distributable  pursuant  to the
          provisions of this Plan. Except as otherwise provided, this limitation
          shall  be  applied  to all  distributions  that  are  "subject  to the
          Deduction  Limitation"  under this Plan. If an Employer  determines in
          good  faith  prior to a Change in Control  that there is a  reasonable
          likelihood that any  compensation  paid to a Participant for a taxable
          year of the Employer would not be deductible by the Employer solely by
          reason of the limitation under Code Section 162(m), then to the extent
          deemed  necessary by the Employer to ensure that the entire  amount of
          any distribution to the Participant pursuant to this Plan prior to the
          Change in Control is  deductible,  the  Employer  may defer all or any
          portion  of a  distribution  under  this Plan.  Any  amounts  deferred
          pursuant to this limitation shall continue to be credited/debited with
          additional  amounts in accordance with Section 3.4 below, even if such
          amount is being paid out in installments.  The amounts so deferred and
          amounts  credited  thereon shall be distributed to the  Participant or
          his or her  Beneficiary (in the event of the  Participant's  death) at
          the earliest  possible  date,  as  determined  by the Employer in good
          faith, on which the  deductibility of compensation  paid or payable to
          the  Participant for the taxable year of the Employer during which the
          distribution  is made will not be  limited by  Section  162(m),  or if
          earlier,  the effective  date of a Change in Control.  Notwithstanding
          anything to the contrary in this Plan, the Deduction  Limitation shall
          not apply to any distributions made after a Change in Control.

1.15      "Disability"  shall  mean  a  period  of  disability  during  which  a
          Participant  qualifies for  permanent  disability  benefits  under the
          Participant's   Employer's   long-term   disability  plan,  or,  if  a
          Participant  does  not  participate  in  such  a  plan,  a  period  of
          disability  during  which the  Participant  would have  qualified  for
          permanent  disability  benefits under such a plan had the  Participant
          been a  participant  in  such  a  plan,  as  determined  in  the  sole
          discretion of the Committee.  If the  Participant's  Employer does not
          sponsor  such  a  plan,  or  discontinues  to  sponsor  such  a  plan,
          Disability   shall  be   determined  by  the  Committee  in  its  sole
          discretion.

1.16      "Disability Benefit" shall mean the benefit set forth in Article 7.

1.17      "Election Form" shall mean the form  established  from time to time by
          the Committee that a Participant  completes,  signs and returns to the
          Committee to make an election under the Plan.

1.18      "Employee" shall mean a person who is an employee of any Employer.

1.19      "Employer(s)"  shall mean the Company  and/or any of its  subsidiaries
          (now in  existence or  hereafter  formed or  acquired)  that have been
          selected by the Board to  participate in the Plan and have adopted the
          Plan as a sponsor.

1.20      "ERISA" shall mean the Employee Retirement Income Security Act of
          1974, as it may be amended from time to time.

1.21      "First Plan Year" shall mean the period beginning December 10, 1999
          and ending December 31, 1999.
<PAGE>
                                PAGE 55


1.22       "Participant"  shall  mean  any  Employee  (i)  who  is  selected  to
           participate in the Plan,  (ii) who elects to participate in the Plan,
           (iii) who signs a Plan Agreement,  an Election Form and a Beneficiary
           Designation Form, (iv) whose signed Plan Agreement, Election Form and
           Beneficiary  Designation Form are accepted by the Committee,  (v) who
           commences  participation  in the Plan,  and (vi) whose Plan Agreement
           has not terminated.  A spouse or former spouse of a Participant shall
           not be  treated  as a  Participant  in the  Plan or  have an  account
           balance  under the  Plan,  even if he or she has an  interest  in the
           Participant's  benefits  under the Plan as a result of applicable law
           or property settlements resulting from legal separation or divorce.

1.23       "Plan" shall mean the  Company's  Supplemental  Executive  Retirement
           Plan,  which shall be evidenced by this  instrument  and by each Plan
           Agreement, as they may be amended from time to time.

1.24       "Plan  Agreement" shall mean a written  agreement,  as may be amended
           from time to time,  which is entered  into by and between an Employer
           and a Participant.  Each Plan Agreement executed by a Participant and
           the  Participant's  Employer  shall provide for the entire benefit to
           which such  Participant is entitled  under the Plan;  should there be
           more than one Plan Agreement,  the Plan Agreement  bearing the latest
           date of acceptance by the Employer shall  supersede all previous Plan
           Agreements in their entirety and shall govern such  entitlement.  The
           terms of any Plan Agreement may be different for any Participant, and
           any Plan Agreement may provide  additional  benefits not set forth in
           the Plan or limit the  benefits  otherwise  provided  under the Plan;
           provided,  however,  that any such  additional  benefits  or  benefit
           limitations   must  be  agreed  to  by  both  the  Employer  and  the
           Participant.

1.25       "Plan  Year"  shall,  except  for the First Plan  Year, mean a period
           beginning  on  January 1 of each  calendar  year and continuing
           through December 31 of such calendar year.

1.26       "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
           Article 5.

1.27       "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
           Employee, severance from employment from all Employers for any reason
           other than a leave of absence,  death or  Disability  on or after the
           attainment of (i) age sixty-five (65) and (ii) five (5) Years of Plan
           Participation.

1.28       "Retirement Benefit" shall mean the benefit set forth in Article 4.

1.29       "Termination Benefit" shall mean the benefit set forth in Article 6.

1.30       "Termination  of  Employment"  shall mean the severing of  employment
           with all  Employers,  voluntarily  or  involuntarily,  for any reason
           other than  Retirement,  Disability,  death or an authorized leave of
           absence.

1.31       "Trust"  shall mean one or more trusts  established  pursuant to that
           certain Master Trust Agreement, dated as of _________________ between
           the Company and the trustee  named  therein,  as amended from time to
           time.

1.32      "Years of Plan Participation" shall mean the total number of full Plan
          Years a Participant  has been a Participant in the Plan while employed
          by one or more  Employers.  Any  partial  year  shall not be  counted.
          Notwithstanding the previous sentence, a Participant's first Plan Year
          of participation  shall be treated as a full Plan Year for purposes of
          this  definition,   even  if  it  is  only  a  partial  Plan  Year  of
          participation. Notwithstanding any provision of this Plan that may be
          construed  to the  contrary,  any  period  after the  Participant  has
          experienced a Termination of Employment shall not be counted.

1.33      "Years of Service"  shall mean the total number of full years in which
          a Participant has been employed by one or more Employers. For purposes
          of this definition, a year of employment shall be a 365 day period (or
          366 day period in the case of a leap year) that, for the first year of
          employment,  commences on the Employee's  date of hiring and that, for
          any subsequent year,  commences on an anniversary of that hiring date.
          Any partial year of employment shall not be counted.
<PAGE>
                                        PAGE 56
                                       ARTICLE 2
                           Selection., Enrollment, Eligibility

2.1       Selection by Committee.  Participation in the Plan shall be limited to
          a select group of management and highly  compensated  Employees of the
          Employers, as determined by the Committee in its sole discretion. From
          that  group,  the CEO  shall  select,  in his or her sole  discretion,
          Employees to participate in the Plan.

2.2       Enrollment  Requirements.  As  a  condition  to  participation,   each
          selected Employee shall complete,  execute and return to the Committee
          a Plan Agreement, an Election Form and a Beneficiary Designation Form,
          all within 30 days after he or she is selected to  participate  in the
          Plan. In addition,  the Committee  shall  establish  from time to time
          such  other  enrollment  requirements  as it  determines  in its  sole
          discretion are necessary.

2.3       Eligibility;  Commencement  of  Participation.  Provided  an  Employee
          selected  to   participate   in  the  Plan  has  met  all   enrollment
          requirements  set forth in this Plan and  required  by the  Committee,
          including returning all required documents to the Committee within the
          specified time period,  that Employee shall commence  participation in
          the Plan on the first day of the  month  following  the month in which
          the Employee  completes all  enrollment  requirements.  If an Employee
          fails to meet all such  requirements  within the period  required,  in
          accordance  with Section 2.2, that  Employee  shall not be eligible to
          participate in the Plan until the first day of the Plan Year following
          the  delivery  to and  acceptance  by the  Committee  of the  required
          documents.

2.4       Termination  of  Participation.  If the  Committee  determines in good
          faith that a Participant  no longer  qualifies as a member of a select
          group of management or highly compensated employees,  as membership in
          such group is determined in accordance with Sections 201(2), 301(a)(3)
          and  401(a)(1) of ERISA,  the Committee  shall have the right,  in its
          sole  discretion,  to deem the  Participant to have retired solely for
          the purposes of this Plan, to immediately distribute the Participant's
          then  vested   Account   Balance  and  terminate   the   Participant's
          participation in the Plan. Notwithstanding the foregoing and any other
          provision of this Plan that may be interpreted to the contrary, if the
          CEO determines in his or her sole and absolute discretion, at any time
          and  for  any  reason  or no  reason,  that a  Participant  no  longer
          qualifies to participate in this Plan, the CEO shall have the right to
          immediately  distribute the Participant's  then vested Account Balance
          and terminate the Participant's participation in the Plan.


                                        ARTICLE 3

                              Company Contribution/Crediting/Taxes

3.1       Annual Company  Contribution  Amount.  For each Plan Year  (including,
          without  limitation,  the First Plan Year),  an Employer,  in its sole
          discretion,  may, but is not required to, credit any amount it desires
          to any  Participant's  Company  Contribution  Account under this Plan,
          which  amount  shall  be  for  that  Participant  the  Annual  Company
          Contribution  Amount for that Plan Year.  The amount so  credited to a
          Participant  may be smaller or larger than the amount  credited to any
          other  Participant,  and the amount  credited to any Participant for a
          Plan Year may be zero,  even  though  one or more  other  Participants
          receive an Annual Company  Contribution Amount for that Plan Year. The
          Annual Company  Contribution  Amount,  if any, shall be credited as of
          the last day of the Plan Year. If a Participant  is not employed by an
          Employer as of the last day of a Plan Year other than by reason of his
          or  her  Retirement  or  death  while  employed,  the  Annual  Company
          Contribution Amount for that Plan Year shall be zero.

3.2       Investment  of  Trust  Assets.  The  Trustee  of the  Trust  shall  be
          authorized,  upon written instructions  received from the Committee or
          investment manager appointed by the Committee,  to invest and reinvest
          the  assets  of the  Trust in  accordance  with the  applicable  Trust
          Agreement,  including the disposition of stock and reinvestment of the
          proceeds  in  one  or  more  investment  vehicles  designated  by  the
          Committee.
<PAGE>
                                PAGE 57
3.3       Vesting.

           (a)     A  Participant's  Account  Balance shall vest on the basis of
                   the Participant's Years of Plan Participation,  in accordance
                   with the following schedule:
         Years of Plan Participation                        Vested Percentage of
                                                                Account Balance
          Years of Plan Participation less than 6                        0 %
         6 or more Years of Plan Participation, but                     20 %
                     less than 7
         7 or more Years of Plan Participation, but                     40 %
                    less than 8
         8 or more Years of Plan Participation, but                     60 %
                    less than 9
         9 or more Years of Plan Participation, but                     80 %
                    less than 10
          10 or more Years of Plan Participation                       100 %

           (b)     Notwithstanding  anything to the  contrary  contained in this
                   Section 3.3, in the event a Participant  becomes  eligible to
                   Retire  while  employed  by  one  or  more   Employers,   the
                   Participant's  Account Balance shall immediately  become 100%
                   vested (if it is not already  vested in  accordance  with the
                   above vesting schedule).

          (c)      Notwithstanding  anything to the  contrary  contained in this
                   Section 3.3, if a  Participant  attains age 65 with less than
                   five (5) Years of Plan Participation,  the Participant shall,
                   for  purposes of the  above  vesting  schedule  only (and not
                   for purposes  of  Section  1.27),  be  deemed  credited  with
                   an additional five (5) Years of Plan Participation.

          (d)      Notwithstanding  anything to the  contrary  contained in this
                   Section  3.3,  in the event of a  Participant's  death  while
                   employed by one or more Employers,  the Participant's Account
                   Balance  shall  immediately  become 100% vested (if it is not
                   already   vested  in   accordance   with  the  above  vesting
                   schedule).

          (e)      Notwithstanding  anything to the  contrary  contained in this
                   Section  3.3,  in the  event of a Change in  Control  while a
                   Participant  is  employed  by  one  or  more  Employers,  the
                   Participant's  Account Balance shall immediately  become 100%
                   vested (if it is not already  vested in  accordance  with the
                   above vesting schedule).

          (f)      Notwithstanding  subsection (a) or subsection (d), the
                   vesting  schedule for a  Participant's  Account Balance shall
                   not be  accelerated to the extent that the Committee
                   determines  that such acceleration  would cause the deduction
                   limitations  of Section 280G of the Code to become effective.
                   In the event that all of a  Participant's  Account Balance is
                   not vested pursuant to such a  determination, the Participant
                   may request  independent  verification of the  Committee's
                   calculations  with respect to the  application  of Section
                   2800. In such case,  the Committee must provide  to the
                   Participant  within 15  business  days of such a request an
                   opinion  from a  nationally  recognized accounting firm
                   selected by the Participant (the "Accounting  Firm").  The
                   opinion shall state the Accounting Firm's opinion  that any
                   limitation  in the vested  percentage  hereunder is necessary
                   to avoid the limits of Section 2800 and contain supporting
                   calculations. The cost of such opinion shall be paid for by
                   the Company.
<PAGE>
                                PAGE 58
3.4       Crediting/Debiting  of  Account  Balances.  In  accordance  with,  and
          subject to, the rules and procedures that are established from time to
          time by the  Committee,  in its  sole  discretion,  amounts  shall  be
          credited or debited to a  Participant's  Account Balance in accordance
          with the following rules:

          (a)      Election of Measurement  Funds. A Participant,  in connection
                   with his or her initial  enrollment in accordance with
                   Section 2.3 above,  shall elect,  on the Election  Form,  one
                   or more  Measurement  Fund(s) (as described in Section 3.4(c)
                   below) to be used to determine the  additional  amounts to be
                   credited to his or her Account  Balance for the first
                   calendar  quarter  or  portion  thereof  in which the
                   Participant  commences  participation  in the Plan and
                   continuing  thereafter for each  subsequent  calendar quarter
                   in which the  Participant  participates  in the Plan, unless
                   changed in accordance  with the next sentence.  Commencing
                   with the first calendar  quarter that follows the
                   Participant's  commencement of  participation  in the Plan
                   and continuing  thereafter for each  subsequent  calendar
                   quarter  in which the Participant  participates  in the Plan,
                   no later than the next to last  business  day of the calendar
                   quarter,  the  Participant  may (but is not  required to)
                   elect,  by  submitting  an Election  Form to the Committee
                   that is  accepted  by the  Committee,  to add or delete  one
                   or more  Measurement  Fund(s)  to be used to determine the
                   additional  amounts to be credited to his or her Account
                   Balance,  or to change the portion of his or her Account
                   Balance  allocated to each  previously  or newly  elected
                   Measurement  Fund. If an election is made in accordance with
                   the previous sentence, it shall apply to the next calendar
                   quarter and continue  thereafter for each subsequent calendar
                   quarter in which the  Participant  participates  in the Plan,
                   unless changed in accordance with the previous sentence.

          (b)      Proportionate Allocation. In making any election described in
                   Section 3.4(a) above,  the  Participant  shall specify on the
                   Election  Form, in increments of one  percentage  point (1%),
                   the percentage of his or her Account  Balance to be allocated
                   to a Measurement  Fund (as if the  Participant  was making an
                   investment in that  Measurement Fund with that portion of his
                   or her Account Balance).

          (c)      Measurement Funds. The Participant may elect one or more of
                   the following measurement funds, based on certain mutual
                   funds (the "Measurement Funds"), for the purpose of crediting
                   additional amounts to his or her Account Balance:

                   (1)      Dreyfus Stock Index Fund;
                   (2)      Fidelity VIP Equity-Income Portfolio;
                   (3)      Fidelity VIP Growth Portfolio;
                   (4)      Fidelity VIP High Income Portfolio;
                   (5)      Fidelity VIP Overseas Portfolio;
                   (6)      Fidelity VIP II Contrafund Portfolio;
                   (7)      Fidelity VIP III Growth Opportunities Portfolio; and
                   (8)      NSAT Money Market Fund.

                   As  necessary,  the  Committee  may, in its sole  discretion,
                   discontinue,  substitute or add a Measurement Fund. Each such
                   action will take  effect as of the first day of the  calendar
                   quarter that follows by thirty (30) days the day on which the
                   Committee gives  Participants  advance written notice of such
                   change.

          (d)      Crediting or Debiting Method. The performance of each elected
                   Measurement Fund (either positive or negative) will be
                   determined by the Committee, in its reasonable discretion,
                   based on the performance of the Measurement Funds themselves.
                   A Participant's Account Balance shall be credited or debited
                   on a daily basis based on the performance of each Measurement
                   Fund selected by the Participant, as determined by the
                   Committee in its sole discretion, as though (i) a
                   Participant's Account Balance were invested in the
                   Measurement Fund(s) selected by the Participant, in the
                   percentages applicable to such calendar quarter, as of the
                   close of business on the first business day of such calendar
                   quarter, at the closing price on such date; (ii) the portion
                   of the Annual Company Contribution Amount that was actually
                   credited during any calendar quarter were invested in the
                   Measurement Fund(s) selected by the Participant, in the
                   percentages applicable to such calendar quarter, no later
                   than, the close of business on the first business day after
                   the day on which such amounts are actually first credited, at
                   the closing price on such date; and (iii) any distribution
                   made to a Participant that decreases such Participant's
                   Account Balance ceased being invested in the Measurement
                   Fund(s), in the percentages  applicable to such calendar
                   quarter,  no earlier than  one  business  day  prior to the
                   distribution,  at the closing price on such date.
<PAGE>
                                PAGE 59

          (e)      No Actual  Investment.  Notwithstanding  any other  provision
                   of this Plan that may be  interpreted to the contrary, the
                   Measurement  Funds are to be used for  measurement  purposes
                   only,  and a  Participant's  election of any such Measurement
                   Fund, the allocation of his or her Account Balance thereto,
                   the calculation of additional  amounts and the crediting or
                   debiting of such amounts to a  Participant's  Account Balance
                   shall not be considered or construed in any manner as an
                   actual  investment  of his or her Account  Balance in any
                   such  Measurement  Fund.  In the event that the Company or
                   the Trustee (as that term is defined in the  Trust),  in its
                   own  discretion,  decides to invest funds in any or all of
                   the  Measurement  Funds,  no  Participant  shall  have any
                   rights in or to such  investments themselves.  Without
                   limiting the foregoing,  a  Participant's  Account Balance
                   shall at all times be a bookkeeping entry  only and shall not
                   represent  any  investment  made on his or her behalf by the
                   Company  or the Trust;  the Participant shall at all times
                   remain an unsecured creditor of the Company.

          (f)      Selection of Measurement  Funds after Death.  Notwithstanding
                   any  provision  of this Plan that may be  interpreted  to the
                   contrary,  and in accordance  with the rules and  regulations
                   established   by  the  Committee   for  such   purpose,   the
                   Measurement Funds to be used to determine  additional amounts
                   to be credited or debited to a Participant's  Account Balance
                   after the death of the  Participant  shall be selected by his
                   or her Beneficiaries.

3.5       FICA and Other Taxes.

          (a)      Account  Balance.  When a  participant  becomes  vested  in a
                   portion  of his or her  Account  Balance,  the  Participant's
                   Employer(s) shall withhold from the Participant's base annual
                   salary   and/or  bonus,   in  a  manner   determined  by  the
                   Employer(s),  the  Participant's  share  of  FICA  and  other
                   employment  taxes due on such  vested  portion  of his or her
                   Account Balance.  If necessary,  the Committee may reduce the
                   vested portion of the Participant's  Account Balance in order
                   to comply with this Section 3.5.

          (b)      Distributions.  The Participant's Employer(s), or the trustee
                   of the Trust,  shall  withhold  from any  payments  made to a
                   Participant  under  this  Plan all  federal,  state and local
                   income, employment and other taxes required to be withheld by
                   the  Employer(s),  or the trustee of the Trust, in connection
                   with  such  payments,  in  amounts  and  in a  manner  to  be
                   determined in the sole  discretion of the  Employer(s) or the
                   trustee of the Trust.

                                       ARTICLE 4
                                     Retirement Benefit

4.1       Retirement Benefit.  Subject to the Deduction  Limitation,  a
          Participant who Retires shall receive, as a Retirement Benefit, his or
          her vested Account Balance.

4.2       Payment  of  Retirement  Benefit.  A  Participant  shall  receive  the
          Retirement  Benefit pursuant to the Annual  Installment Method over 15
          years. Installment payments shall commence no later than 60 days after
          the last day of the Plan Year in which the  Participant  Retires.  Any
          payment made shall be subject to the Deduction Limitation.

4.3       Death Prior to Completion of Retirement Benefit. If a Participant dies
          after  Retirement but before the  Retirement  Benefit is paid in full,
          the Participant's  unpaid  Retirement  Benefit payments shall continue
          and  shall  be paid to the  Participant's  Beneficiary  (a)  over  the
          remaining  number of years  and in the same  amounts  as that  benefit
          would have been paid to the Participant had the Participant  survived,
          or (b) in a lump sum, if requested by the  Beneficiary  and allowed in
          the  sole   discretion  of  the  Committee,   that  is  equal  to  the
          Participant's unpaid remaining vested Account Balance.
<PAGE>
                                        PAGE 60

                                       ARTICLE 5
                            Pre-Retirement Survivor Benefit

5.1       Pre-Retirement Survivor Benefit.  Subject to the Deduction Limitation,
          the Participant's  Beneficiary shall receive a Pre-Retirement Survivor
          Benefit equal to the Participant's  Account Balance if the Participant
          dies while employed by one or more Employers.

5.2       Payment  of  Pre-Retirement   Survivor  Benefit.   The  Pre-Retirement
          Survivor Benefit shall be received by the Participant's Beneficiary in
          a lump sum.  The lump sum payment  shall be made no later than 60 days
          after the last day of the Plan Year in which the Committee is provided
          with proof that is satisfactory  to the Committee of the  Participants
          death. Any payment made shall be subject to the Deduction Limitation.

                                            ARTICLE 6
                                    Termination Benefit

6.1        Termination  Benefit.  Subject  to  the  Deduction  Limitation,   the
           Participant shall receive a Termination Benefit, which shall be equal
           to  the  Participant's   vested  Account  Balance  if  a  Participant
           experiences  a  Termination  of  Employment   prior  to  his  or  her
           Retirement, death or Disability.

6.2       Payment of  Termination  Benefit.  A  Participant  shall  receive  the
          Retirement  Benefit pursuant to the Annual  Installment Method over 15
          years. Installment payments shall commence no later than 60 days after
          the last day of the first  Plan Year in which  the  Participant  would
          have otherwise  become eligible to Retire,  but for the Termination of
          Employment.  Any  payment  made  shall  be  subject  to the  Deduction
          Limitation.

6.3       Death Prior to Completion  of  Termination  Benefit.  If a Participant
          dies after  experiencing  a Termination  of Employment  but before the
          Termination  Benefit  is  paid  in  full,  the  Participant's   unpaid
          Termination  Benefit  payments shall continue and shall be paid to the
          Participant's  Beneficiary (a) over the remaining  number of years and
          in the same  amounts  as that  benefit  would  have  been  paid to the
          Participant  had the  Participant  survived,  or (b) in a lump sum, if
          requested by the Beneficiary and allowed in the sole discretion of the
          Committee,  that is equal to the Participants  unpaid remaining vested
          Account Balance.

                                   ARTICLE 7
                             Disability Benefit

7.1       Continued  Eligibility;  Disability Benefit. A Participant suffering a
          Disability shall, for benefit purposes under this Plan, continue to be
          considered  to be  employed  and shall be  eligible  for the  benefits
          provided for in Articles 4, 5 or 6 in accordance  with the  provisions
          of those Articles. Notwithstanding the above, the Committee shall have
          the right to, in its sole and absolute  discretion and for purposes of
          this Plan only, and must in the case of a Participant who is otherwise
          eligible to Retire,  deem the Participant to have Retired, at any time
          (or in the case of a Participant who is eligible to Retire, as soon as
          practicable)  after such  Participant  is determined to be suffering a
          Disability,  in which case the Participant  shall receive a Disability
          Benefit  equal  to his or  her  Account  Balance  at the  time  of the
          Committee's   determination;   provided,   however,  that  should  the
          Participant otherwise have been eligible to Retire, he or she shall be
          paid in  accordance  with Article 4. The  Disability  Benefit shall be
          paid in a lump sum within 60 days of the Committee's  exercise of such
          right. Any payment made shall be subject to the Deduction Limi

                                          ARTICLE 8
                                    Beneficiary Designation

8.1       Beneficiary.  Each  Participant  shall have the right, at any time, to
          designate  his  or her  Beneficiary(ies)  (both  primary  as  well  as
          contingent)  to  receive  any  benefits  payable  under  the Plan to a
          beneficiary   upon  the  death  of  a  Participant.   The  Beneficiary
          designated  under this Plan may be the same as or  different  from the
          Beneficiary  designation  under any other plan of an Employer in which
          the Participant participates.
<PAGE>
                                        PAGE 61

8.2       Beneficiary Designation;  Change: Spousal Consent. A Participant shall
          designate  his  or her  Beneficiary  by  completing  and  signing  the
          Beneficiary Designation Form, and returning it to the Committee or its
          designated  agent.  A  Participant  shall  have the  right to change a
          Beneficiary  by completing,  signing and otherwise  complying with the
          terms of the Beneficiary  Designation  Form and the Committee's  rules
          and  procedures,  as in effect from time to time.  If the  Participant
          names someone other than his or her spouse as a Beneficiary, a spousal
          consent,  in the form  designated by the Committee,  must be signed by
          that  Participant's  spouse and  returned to the  Committee.  Upon the
          acceptance by the Committee of a new Beneficiary Designation Form, all
          Beneficiary  designations  previously  filed  shall be  canceled.  The
          Committee   shall  be  entitled  to  rely  on  the  last   Beneficiary
          Designation  Form  filed  by  the  Participant  and  accepted  by  the
          Committee prior to his or her death.

8.3       Acknowledgment.  No designation or change in designation of a
          Beneficiary  shall be effective until received and acknowledge in
          writing by the Committee or its designated agent.

8.4       No  Beneficiary  Designation.  If a  Participant  fails to designate a
          Beneficiary  as provided in Sections 8.1, 8.2 and 8.3 above or, if all
          designated  Beneficiaries  predecease the  Participant or die prior to
          complete  distribution  of  the  Participant's   benefits,   then  the
          Participant's  designated Beneficiary shall be deemed to be his or her
          surviving  spouse.  If the  Participant has no surviving  spouse,  the
          benefits remaining under the Plan to be paid to a Beneficiary shall be
          payable  to  the   executor   or   personal   representative   of  the
          Participant's estate.

8.5       Doubt as to Beneficiary.  If the Committee has any doubt as to the
          proper  Beneficiary to receive  payments  pursuant to this Plan, the
          Committee shall have the right, exercisable in its discretion, to
          cause the  Participant's  Employer to withhold such payments until
          this matter is resolved to the Committee's satisfaction.

8.6       Discharge of Obligations.  The payment of benefits under the Plan to a
          Beneficiary shall fully and completely discharge all Employers and the
          Committee from all further obligations under this Plan with respect to
          the Participant, and that Participant's Plan Agreement shall terminate
          upon such full payment of benefits.

                                       ARTICLE 9
                                 Leave of Absence

9.1       Leave of Absence.  If a Participant is authorized by the Participant's
          Employer for any reason to take a paid or unpaid leave of absence from
          the employment of the Employer,  the Participant  shall continue to be
          considered employed by the Employer.

                                    ARTICLE 10
                        Termination, Amendment or Modification

10.1      Termination.  Although each Employer anticipates that it will continue
          the Plan for an indefinite  period of time, there is no guarantee that
          any Employer  will continue the Plan or will not terminate the Plan at
          any time in the future. Accordingly,  each Employer reserves the right
          to  discontinue  its  sponsorship  of the Plan and/or to terminate the
          Plan  at any  time  with  respect  to any or all of its  participating
          Employees,  by action of its board of directors.  Upon the termination
          of the Plan with respect to any Employer,  the Plan  Agreements of the
          affected  Participants,  who  are  employed  by  that  Employer  shall
          terminate  and  their  Account  Balances,  determined  as if they  had
          experienced a Retirement on the date of Plan termination shall be paid
          to the Participants as follows:  Prior to a Change in Control,  if the
          Plan  is  terminated  with  respect  to all of  its  Participants,  an
          Employer  shall  have  the  right,   in  its  sole   discretion,   and
          notwithstanding  any elections  made by the  Participant,  to pay such
          benefits in a lump sum or pursuant  to the Annual  Installment  Method
          over  15  years,   with  amounts   credited  and  debited  during  the
          installment  period as provided herein. If the Plan is terminated with
          respect to less than all of its  Participants,  an  Employer  shall be
          required  to pay  such  benefits  in a lump  sum.  After a  Change  in
          Control, the Employer shall be required to pay such benefits in a lump
          sum.  The  termination  of the Plan  shall not  adversely  affect  any
          Participant or Beneficiary  who has become entitled to the payment of,
          any benefits  under the Plan as of the date of  termination;  provided
          however,  that  the  Employer  shall  have  the  right  to  accelerate
          installment payments without a premium or prepayment penalty by paying
          the Account Balance in a lump sum or pursuant to an Annual Installment
          Method using fewer years.
<PAGE>
                                        PAGE 62

10.2      Amendment.  Any Employer may, at any time, amend or modify the Plan in
          whole or in part with  respect to that  Employer  by the action of its
          board of  directors;  provided,  however,  that:  (i) no  amendment or
          modification shall be effective to decrease or restrict the value of a
          Participant's  Account  Balance in existence at the time the amendment
          or  modification  is  made,  calculated  as  if  the  Participant  had
          experienced a Retirement as of the effective  date of the amendment or
          modification  and (ii) no  amendment or  modification  of this Section
          10.2 or Section 11.2 of the Plan shall be effective.  The amendment or
          modification of the Plan shall not affect any



           Participant or Beneficiary  who has become entitled to the payment of
           benefits  under  the  Plan  as  of  the  date  of  the  amendment  or
           modification;  provided,  however,  that the Employer  shall have the
           right to  accelerate  installment  payments  by  paying  the  Account
           Balance in a lump sum or  pursuant  to an Annual  Installment  Method
           using fewer years.

10.3      Plan  Agreement.  Despite the  provisions  of  Sections  10.1 and 10.2
          above,  if  a  Participant's   Plan  Agreement  contains  benefits  or
          limitations that are not in this Plan document,  the Employer may only
          amend  or  terminate   such   provisions   with  the  consent  of  the
          Participant.

10.4      Effect of Payment.  The full payment of the  applicable  benefit under
          Articles  4, 5, 6 or 7 of the  Plan  shall  completely  discharge  all
          obligations to a Participant  and his or her designated  Beneficiaries
          under this Plan and the Participant's Plan Agreement shall terminate.

                                      ARTICLE 11
                                    Administration

11.1      Committee  Duties.  Except as  otherwise  provided in this Article 11,
          this Plan shall be  administered by a Committee which shall consist of
          the Board,  or such committee as the Board shall  appoint.  Members of
          the Committee may be Participants under this Plan. The Committee shall
          also have the discretion and authority to (i) make, amend,  interpret,
          and   enforce  all   appropriate   rules  and   regulations   for  the
          administration  of this Plan and (ii)  decide or  resolve  any and all
          questions  including  interpretations  of this  Plan,  as may arise in
          connection with the Plan. Any individual  serving on the Committee who
          is a Participant  shall not vote or act on any matter  relating solely
          to himself or herself. When making a determination or calculation, the
          Committee  shall be entitled  to rely on  information  furnished  by a
          Participant or the Company.

11.2      Administration Upon Change In Control.  For purposes of this Plan, the
          Company  shall  be the  "Administrator"  at  all  times  prior  to the
          occurrence of a Change in Control.  Upon and after the occurrence of a
          Change in Control,  the "Administrator"  shall be an independent third
          party  selected  by the Trustee and  approved by the  individual  who,
          immediately  prior to such event,  was the Company's  Chief  Executive
          Officer  or,  if not so  identified,  the  Company's  highest  ranking
          officer (the "Ex-CEO"). The Administrator shall have the discretionary
          power to  determine  all  questions  arising  in  connection  with the
          administration  of the  Plan  and the  interpretation  of the Plan and
          Trust   including,    but   not   limited   to   benefit   entitlement
          determinations;  provided, however, upon and after the occurrence of a
          Change in Control, the Administrator shall have no power to direct the
          investment of Plan or Trust assets or select any investment manager or
          custodial firm for the Plan or Trust. Upon and after the occurrence of
          a  Change  in  Control,  the  Company  must:  (1) pay  all  reasonable
          administrative  expenses and fees of the Administrator;  (2) indemnify
          the  Administrator   against  any  costs,   expenses  and  liabilities
          including, without limitation, attorney's fees and expenses arising in
          connection with the performance of the Administrator hereunder, except
          with respect to matters resulting from the gross negligence or willful
          misconduct of the  Administrator  or its employees or agents;  and (3)
          supply full and timely information to the Administrator or all matters
          relating  to  the  Plan,  the  Trust,   the   Participants  and  their
          Beneficiaries,  the Account Balances of the Participants, the date and
          circumstances of the Retirement,  Disability,  death or termination of
          employment of the Participants,  and such other pertinent  information
          as the Administrator may reasonably  require.  Upon and after a Change
          in Control,  the  Administrator  may be  terminated  (and  a
          replacement appointed)  by the Trustee only with the approval of the
          Ex-CEO.  Upon and after a Change in Control, the Administrator may not
          be terminated by the Company.
<PAGE>
                                        PAGE 63

11.3      Agents.  In the  administration  of this Plan, the Committee may, from
          time to time,  employ agents and delegate to them such  administrative
          duties  as it sees fit  (including  acting  through  a duly  appointed
          representative) and may from time to time consult with counsel who may
          be counsel to any Employer.

11.4      Binding   Effect  of   Decisions.   The  decision  or  action  of  the
          Administrator  with  respect  to  any  question  arising  out of or in
          connection with the administration,  interpretation and application of
          the Plan and the rules and regulations  promulgated hereunder shall be
          final and  conclusive and binding upon all persons having any interest
          in the Plan.

11.5      Indemnity  of  Committee.  All  Employers  shall  indemnify  and  hold
          harmless the members of the Committee, any Employee to whom the duties
          of the Committee may be delegated,  and the Administrator  against any
          and all claims, losses, damages,  expenses or liabilities arising from
          any action or failure to act with respect to this Plan,  except in the
          case of willful misconduct by the Committee,  any of its members,  any
          such Employee or the Administrator..

11.6      Employer Information.  To enable the Committee and/or Administrator to
          perform its functions, the Company and each Employer shall supply full
          and timely information to the Committee and/or  Administrator,  as the
          case  may be,  on all  matters  relating  to the  compensation  of its
          Participants,   the  date  and   circumstances   of  the   Retirement,
          Disability,  death or termination  of employment of its  Participants,
          and such other pertinent information as the Committee or Administrator
          may reasonably require.

                                    ARTICLE 12

                          Other Benefits and Agreements

12.1      Coordination  with  Other  Benefits.   The  benefits  provided  for  a
          Participant  and  Participant's  Beneficiary  under  the  Plan  are in
          addition to any other benefits available to such Participant under any
          other plan or program for employees of the Participant's Employer. The
          Plan shall  supplement  and shall not  supersede,  modify or amend any
          other  such plan or  program  except  as may  otherwise  be  expressly
          provided.

                               ARTICLE 13
                           Claims Procedures

13.1      Presentation  of Claim.  Any  Participant or Beneficiary of a deceased
          Participant  (such  Participant or Beneficiary being referred to below
          as a  "Claimant")  may deliver to the  Committee a written claim for a
          determination  with  respect  to the  amounts  distributable  to  such
          Claimant  from the Plan.  If such a claim relates to the contents of a
          notice received by the Claimant, the claim must be made within 60 days
          after such notice was received by the Claimant.  All other claims must
          be made within 180 days of the date on which the event that caused the
          claim to arise occurred.  The claim must state with  particularity the
          determination desired by the Claimant.
<PAGE>
                                PAGE 64

13.2      Notification of Decision. The Committee shall consider a Claimant's
          claim within a reasonable time, and shall notify the Claimant in
          writing:
          (a)      that the Claimant's requested determination has been made,
                   and that the claim has been allowed in full; or

          (b)      that the Committee has reached a conclusion contrary, in
                   whole or in part, to the Claimant's requested determination,
                   and such notice must set forth in a manner calculated to be
                   understood by the Claimant:
                   (i)      the specific reason(s) for the denial of the claim,
                            or any part of it;

                   (ii)     specific reference(s) to pertinent provisions of the
                            Plan upon which such denial was based;

                   (iii)    a  description   of  any   additional   material  or
                            information  necessary  for the  Claimant to perfect
                            the claim,  and an  explanation of why such material
                            or information is necessary; and

                   (iv)    an explanation of the claim review procedure set
                          forth in Section 13.3 below.

13.3      Review of a Denied Claim. Within 60 days after receiving a notice from
          the  Committee  that a claim has been  denied,  in whole or in part, a
          Claimant (or the Claimant's duly authorized  representative)  may file
          with the Committee a written request for a review of the denial of the
          claim.  Thereafter,  but  not  later  than 30 days  after  the  review
          procedure  began,  the Claimant  (or the  Claimant's  duly  authorized
          representative):
          (a)      may review pertinent documents;
          (b)      may submit written comments or other documents; and/or
          (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

13.4      Decision on Review.  The Committee shall render its decision on review
          promptly,  and not later  than 60 days  after the  filing of a written
          request  for review of the  denial,  unless a hearing is held or other
          special  circumstances  require  additional  time,  in which  case the
          Committee's decision must be rendered within 120 days after such date.
          Such decision must be written in a manner  calculated to be understood
          by the Claimant, and it must contain:

          (a)      specific reasons for the decision;


          (b)      specific reference(s) to the pertinent Plan provisions upon
                   which the decision was based; and

          (c)      such other matters as the Committee deems relevant.

13.5      Legal Action. A Claimant's compliance with the foregoing provisions of
          this Article 13 is a mandatory  prerequisite to a Claimant's  right to
          commence any legal action with respect to any claim for benefits under
          this Plan.

                                   ARTICLE 14
                                     Trust

14.1      Establishment of the Trust. The Company shall establish the Trust, and
          each Employer shall at least annually  transfer over to the Trust such
          assets  as the  Employer  determines,  in  its  sole  discretion,  are
          necessary to provide,  on a present  value basis,  for its  respective
          future  liabilities   created  with  respect  to  the  Annual  Company
          Contribution Amounts for such Employer's  Participants for all periods
          prior  to the  transfer,  as well as any  debits  and  credits  to the
          Participants'  Account Balances for all periods prior to the transfer,
          taking into  consideration the value of the assets in the trust at the
          time of the transfer.

14.2      Interrelationship  of the Plan and the Trust.  The  provisions  of the
          Plan and the Plan  Agreement  shall govern the rights of a Participant
          to receive  distributions  pursuant to the Plan. The provisions of the
          Trust shall govern the rights of the Employers,  Participants  and the
          creditors  of the  Employers to the assets  transferred  to the Trust.
          Each  Employer  shall at all  times  remain  liable  to carry  out its
          obligations under the Plan.

14.3      Distributions  From the Trust.  Each Employer's  obligations under the
          Plan may be satisfied  with Trust assets  distributed  pursuant to the
          terms  of the  Trust,  and any  such  distribution  shall  reduce  the
          Employer's obligations under this Plan.
<PAGE>
                                    PAGE 65

                                  ARTICLE 15
                                 Miscellaneous

15.1      Status  of  Plan.  The  Plan  is  intended  to be a plan  that  is not
          qualified  within  the  meaning  of Code  Section  401(a) and that "is
          unfunded and is maintained by an employer primarily for the purpose of
          providing  deferred  compensation  for a select group of management or
          highly  compensated  employees"  within the meaning of ERISA  Sections
          201(2),  301(a)(3) and 401(a)(1).  The Plan shall be administered  and
          interpreted to the extent  possible in a manner  consistent  with that
          intent.

15.2      Unsecured  General  Creditor.  Participants  and their  Beneficiaries,
          heirs  and  successors  shall  have  no  legal  or  equitable  rights,
          interests  or claims in any  property  or assets of an  Employer.  For
          purposes of the payment of benefits under this Plan, any and all of an
          Employer's  assets  shall  be,  and  remain,  the  general,  unpledged
          unrestricted  assets of the Employer.  An Employer's  obligation under
          the Plan shall be merely that of an unfunded and unsecured  promise to
          pay money in the future.

15.3      Employer's  Liability.  An Employer's  liability  for the payment of
          benefits  shall be defined only by the Plan and the Plan Agreement, as
          entered into between the Employer and a Participant. An Employer
          shall have no  obligation  to a  Participant  under the Plan except as
          expressly  provided  in the  Plan  and  his  or  her  Plan  Agreement.

15.4      Nonassignability.  Neither a  Participant  nor any other  person shall
          have any right to commute, sell, assign, transfer, pledge, anticipate,
          mortgage or otherwise  encumber,  transfer,  hypothecate,  alienate or
          convey in advance of actual  receipt,  the  amounts,  if any,  payable
          hereunder, or any part thereof, which are, and all rights to which are
          expressly declared to be, unassignable and  non-transferable.  No part
          of the amounts payable shall,  prior to actual payment,  be subject to
          seizure,  attachment,  garnishment or sequestration for the payment of
          any  debts,  judgments,  alimony  or  separate  maintenance  owed by a
          Participant or any other person,  be  transferable by operation of law
          in the event of a  Participant's  or any other person's  bankruptcy or
          insolvency  or be  transferable  to a spouse as a result of a property
          settlement or otherwise.

15.5      Not a Contract of  Employment.  The terms and  conditions of this Plan
          shall not be deemed to constitute a contract of employment between any
          Employer and the Participant.  Such employment is hereby  acknowledged
          to be an "at will" employment  relationship  that can be terminated at
          any time for any reason, or no reason, with or without cause, and with
          or without notice,  unless expressly  provided in a written employment
          agreement.  Nothing in this Plan shall be deemed to give a Participant
          the right to be retained in the service of any Employer as an Employee
          or to  interfere  with the  right of any  Employer  to  discipline  or
          discharge the Participant at any time.

15.6      Furnishing  Information.  A Participant or his or her Beneficiary will
          cooperate  with the  Committee by furnishing  any and all  information
          requested  by the  Committee  and take such  other  actions  as may be
          requested in order to facilitate  the  administration  of the Plan and
          the  payments  of  benefits  hereunder,  including  but not limited to
          taking such physical examinations as the Committee may deem necessary.

15.7      Terms. Whenever any words are used herein in the masculine, they shall
          be  construed  as though they were in the  feminine in all cases where
          they would so apply;  and  whenever  any words are used  herein in the
          singular or in the plural, they shall be construed as though they were
          used in the plural or the  singular,  as the case may be, in all cases
          where they would so apply.

15.8      Captions.  The captions of the  articles,  sections and  paragraphs of
          this Plan are for convenience only and shall not control or affect the
          meaning or construction of any of its provisions.

15.9      Governing Law.  Subject to ERISA,  the provisions of this Plan shall
          be construed and  interpreted  according to the internal laws of the
          State of Illinois without regard to its conflicts of laws principles.
<PAGE>
                                PAGE 66

15.10     Notice.  Any notice or filing required or permitted to be given to the
          Committee  under  this Plan  shall be  sufficient  if in  writing  and
          hand-delivered,  or sent  by  registered  or  certified  mail,  to the
          address below:

                                    USFreightways Corporation
                                    8550 W. Bryn Mawr Avenue
                                    Suite 700
                                     Chicago,1L 60631


           Such notice  shall be deemed  given as of the date of delivery or, if
           delivery is made by mail, as of the date shown on the postmark on the
           receipt for registration or certification.

           Any  notice  or  filing  required  or  permitted  to  be  given  to a
           Participant  under this Plan shall be  sufficient  if in writing  and
           hand-delivered,  or sent by mail,  to the last  known  address of the
           Participant.

15.11     Successors.  The  provisions  of this Plan shall bind and inure to the
          benefit of the  Participant's  Employer and its successors and assigns
          and the Participant and the Participant's designated Beneficiaries.

15.12     Spouse's Interest.  The interest in the benefits hereunder of a spouse
          of  a  Participant  who  has   predeceased   the   Participant   shall
          automatically pass to the Participant and shall not be transferable by
          such spouse in any manner,  including but not limited to such spouse's
          will,  nor  shall  such  interest  pass  under  the laws of  intestate
          succession.

15.13     Validity.  In case any  provision  of this Plan  shall be  illegal  or
          invalid for any reason, said illegality or invalidity shall not affect
          the  remaining  parts  hereof,  but this Plan shall be  construed  and
          enforced  as if such  illegal  or  invalid  provision  had never  been
          inserted herein.

15.14     Incompetent.  If the  Committee  determines in its  discretion  that a
          benefit  under this Plan is to be paid to a minor,  a person  declared
          incompetent  or to a person  incapable of handling the  disposition of
          that  person's  property,  the  Committee  may direct  payment of such
          benefit to the  guardian,  legal  representative  or person having the
          care and custody of such minor,  incompetent or incapable person.  The
          Committee may require proof of minority,  incompetence,  incapacity or
          guardianship,  as it may deem appropriate prior to distribution of the
          benefit.  Any payment of a benefit  shall be a payment for the account
          of the Participant and the Participant's Beneficiary,  as the case may
          be, and shall be a complete  discharge of any liability under the Plan
          for such payment amount.

15.15     Court Order. The Committee is authorized to make any payments directed
          by court  order in any action in which the Plan or the  Committee  has
          been  named as a party.  In  addition,  if a court  determines  that a
          spouse  or former  spouse  of a  Participant  has an  interest  in the
          Participant's  benefits  under the Plan in connection  with a property
          settlement or otherwise, the Committee, in its sole discretion,  shall
          have the right, notwithstanding any election made by a Participant, to
          immediately distribute the spouse's or former spouse's interest in the
          Participant's benefits under the Plan to that spouse or former spouse.

15.16     Distribution in the Event of Taxation.

          (a)      In  Genera1.  If,  for any  reason,  all or any  portion of a
                   Participant's benefits under this Plan becomes taxable to the
                   Participant prior to receipt,  a Participant may petition the
                   Committee  before a Change in Control,  or the trustee of the
                   Trust after a Change in Control,  for a distribution  of that
                   portion of his or her benefit that has become  taxable.  Upon
                   the  grant  of such a  petition,  which  grant  shall  not be
                   unreasonably withheld (and, after a Change in Control,  shall
                   be granted), a Participant's Employer shall distribute to the
                   Participant immediately available funds in an amount equal to
                   the taxable portion of his or her benefit (which amount shall
                   not exceed a Participant's unpaid Account Balance


                   under the Plan). The tax liability distribution shall be made
                   within 90 days of the date when the Participant's petition is
                   granted.  Such a  distribution  shall  affect  and reduce the
                   benefits to be paid under this Plan.

          (b)      Trust.  If the Trust  terminates in accordance with its terms
                   and benefits are distributed from the Trust to a Participant,
                   the  Participant's  benefits under this Plan shall be reduced
                   to the extent of such distributions.
<PAGE>
                                        PAGE 67
15.17     Insurance.  The  Employers,  on their  own  behalf or on behalf of the
          trustee of the Trust, and, in their sole discretion, may apply for and
          procure insurance on the life of the Participant,  in such amounts and
          in such forms as they may choose.  The Employers or the trustee of the
          Trust,  as the case may be, shall be the sole owner and beneficiary of
          any such insurance.  The Participant shall have no interest whatsoever
          in any such policy or  policies,  and at the request of the  Employers
          shall submit to medical  examinations  and supply such information and
          execute such documents as may be required by the insurance  company or
          companies to whom the Employers have applied for insurance.

15.18     Legal Fees To Enforce Rights After Change in Control.  The Company and
          each  Employer  is aware  that  upon  the  occurrence  of a Change  in
          Control,  the  Board or the  board  of  directors  of a  Participant's
          Employer   (which  might  then  be  composed  of  new  members)  or  a
          shareholder of the Company or the  Participant's  Employer,  or of any
          successor  corporation  might  then  cause or  attempt  to  cause  the
          Company,  the  Participant's  Employer or such  successor to refuse to
          comply with its obligations  under the Plan and might cause or attempt
          to cause the Company or the  Participant's  Employer to institute,  or
          may institute,  litigation  seeking to deny  Participants the benefits
          intended  under the Plan. In these  circumstances,  the purpose of the
          Plan  could be  frustrated.  Accordingly,  if,  following  a Change in
          Control,  it should appear to any  Participant  that the Company,  the
          Participant's  Employer  or any  successor  corporation  has failed to
          comply  with any of its  obligations  under the Plan or any  agreement
          thereunder or, if the Company, such Employer or any other person takes
          any action to declare the Plan void or unenforceable or institutes any
          litigation  or other legal  action  designed  to deny,  diminish or to
          recover from any  Participant  the  benefits  intended to be provided,
          then the Company and the Participant's  Employer irrevocably authorize
          such Participant to retain counsel of his or her choice at the expense
          of the Company and the  Participant's  Employer  (who shall be jointly
          and severally liable) to represent such Participant in connection with
          the  initiation  or defense of any  litigation  or other legal action,
          whether by or against the Company,  the Participant's  Employer or any
          director,  officer,  shareholder or other person  affiliated  with the
          Company,  the  Participant's  Employer or any successor thereto in any
          jurisdiction.

IN WITNESS WHEREOF,  the Company has signed this Plan document as of January 12,
2000.


USFreightways Corporation
a Delaware corporation

By:      /s/ Christopher L. Ellis
Title:  Senior Vice President, Finance & CFO