USFREIGHTWAYS CORP
KLAISLE NOTE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>klaisle.txt
<DESCRIPTION>KLAISLE NOTE
<TEXT>

EXHIBIT 10.1

                    PROMISSORY NOTE OF GERARD M. KLAISLE

Effective as of July 31, 2001                                        $100,000.00

     For value received,  Gerard M. Klaisle (the "Borrower")  promises to pay to
the  order  of  USFreightways  Corporation,  a  Delaware  corporation,  with its
principal place of business at 8550 West Bryn Mawr Avenue,  Suite 700,  Chicago,
Illinois  60631 (the  "Lender"),  the principal  amount of One Hundred  Thousand
Dollars  ($100,000) due as set forth below.  The unpaid principal amount of this
Note outstanding from time to time shall bear interest at the applicable federal
mid-term  rate under  Section  1274(d) of the Internal  Revenue Code of 1986, as
amended, as announced from time to time, computed on the basis of a 360-day year
of twelve thirty-day months,  which interest shall be due and owing as set forth
below.

I. Payment.
     A.  Principal and accrued and unpaid  interest due under this Note shall be
immediately  due and payable upon the  termination of the Borrower's  employment
with the  Lender  or any of its  affiliates,  in the  event  that  the  Borrower
voluntarily terminates his employment.
     B. Payment of any principal and interest  amount stated above shall be made
to the Lender at its principal offices at 8550 West Bryn Mawr Avenue, Suite 700,
Chicago,  Illinois  60631, or at such other place as the Lender may designate to
the Borrower.  Receipt by the Lender of a check of the Borrower in the amount of
any  payment  due and owing  shall be deemed to  constitute  payment  hereunder,
provided  that  such  check is  processed  and  paid in full by the  institution
against which the check is drawn within a commercially  reasonable and customary
time.

II.  Prepayment.
     The unpaid principal  balance of this Note and interest accrued thereon may
be prepaid by the Borrower at any time, in whole or in part,  without premium or
penalty, in minimum increments of not less than Five Thousand Dollars ($5,000).

III. Forgiveness of Note.

     A. On each July 1,  beginning  on July 1, 2002 and  ending on July 1, 2006,
provided the Borrower is an employee of the Lender or any of its  affiliates  on
each such July 1 (and has not provided the Lender or any of its affiliates  with
notice of the Borrower's  intent to voluntarily  terminate his employment),  the
Lender shall forgive $20,000 of the total principal amount under this Note, plus
an amount equal to the  interest  accrued on the unpaid  principal  amount as of
such July 1.

     B. The Lender shall forgive the unpaid  principal  balance of this Note and
interest accrued upon the occurrence of the following:

         (1)  Death.  If the  Borrower  dies  while in the  employ or service of
the Lender.

         (2) Disability. If the Borrower  terminates his employment with the
Lender by  reason of  "permanent  and total  disability" (within  the meaning of
Section  22(e)(3) of the Code).  Whether a  termination  of  employment is to be
considered by reason of "permanent and total  disability" shall be determined by
the Lender, which determination shall be final and conclusive.

     C. The  Borrower  acknowledges  that  such  forgiveness  of  principal  and
interest by the Lender shall constitute  ordinary income to the Borrower and the
Lender shall report such  forgiveness of  indebtedness  to the Internal  Revenue
Service  in  accordance  with  any  statutory,   regulatory  or   administrative
guidelines.

IV. Default.

     If the Borrower  shall fail to promptly pay to the Lender all sums when due
hereunder or under any other agreement,  instrument or document heretofore,  now
or at any time  hereafter  delivered  to the Lender by or for the benefit of the
Borrower,  which  default or event of default is not cured  within the time,  if
any,  specified  therefor in such  agreement,  instrument or document,  then the
Lender may declare all sums owed by the Borrower  hereunder  immediately due and
payable, without notice unless otherwise required by applicable statute, and may
take any  action  at law or in  equity  to  collect  the  amounts  due and owing
hereunder,  or to request any other available remedy,  together with any damages
resulting from such nonpayment. V. Assigns. All of the covenants,  stipulations,
promises and  agreements in this Note shall bind and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
assigns.
<PAGE>
VI. Costs.

     The  Borrower  promises  to pay all costs  and  collection  of every  kind,
including,  but not limited to, all reasonable  attorneys' fees, court costs and
expenses  of  every  kind  incurred  by the  Lender,  in  connection  with  such
collection.

VII. Miscellaneous.

     A.Failure  of the  Lender,  for  any  period  of  time  or on  one or  more
occasions,  to  exercise  its  option to  accelerate  the  payment  of this Note
pursuant  to  Section  IV above  shall not  constitute  a waiver of the right to
exercise  the  same at any time  thereafter  or in the  event of any  subsequent
default under Section IV above.  No act of omission or commission of the Lender,
including  specifically  any failure to exercise any right,  remedy or recourse,
shall be deemed  to be a waiver  or  release  of the  same;  any such  waiver or
release  is to be  effected  only  through a written  document  executed  by the
Lender,  and then only to the extent  specifically  recited therein. A waiver or
release  with  reference  to any one event shall not be construed as a waiver or
release of any subsequent  event or as a bar to any  subsequent  exercise of the
Lender's rights or remedies hereunder.

     B.This Note and the  obligations  of the  Borrower  hereunder  shall not be
modified except in writing to be consented to by the Lender.

     C. Upon the voluntary  termination  of the Borrower's  employment  with the
Lender or in the event of default,  the Borrower hereby authorizes the Lender to
deduct the entire remaining principal and interest due and owing under this Note
from the  Borrower's  wages.  Pursuant to 820 ILCS Section  115/9,  the Borrower
acknowledges  that  this   authorization  is  being  freely  given  and  further
acknowledges  and affirms  that he will enter into an  authorization  similar to
this one at the time of the deduction.

     D.THIS  NOTE HAS BEEN  DELIVERED  FOR  ACCEPTANCE  BY  LENDER  IN  CHICAGO,
ILLINOIS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE INTERNAL
LAWS (AS OPPOSED TO THE CONFLICTS OF LAW  PROVISIONS)  OF THE STATE OF ILLINOIS.
BORROWER HEREBY (i) IRREVOCABLY  SUBMITS,  TO THE EXTENT PERMITTED BY APPLICABLE
LAW,  TO THE  JURISDICTION  OF ANY STATE OR FEDERAL  COURT  LOCATED IN  CHICAGO,
ILLINOIS OVER ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY MATTER  ARISING
FROM OR RELATED TO THIS NOTE;  (ii)  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT
BORROWER MAY  EFFECTIVELY  DO SO, THE DEFENSE OF ANY  INCONVENIENT  FORUM TO THE
MAINTENANCE  OF ANY SUCH ACTION OR  PROCEEDING  IN ANY SUCH COURT;  (iii) AGREES
THAT, TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, A FINAL  JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING  IN ANY SUCH COURT SHALL BE CONCLUSIVE  AND MAY BE ENFORCED
IN ANY  OTHER  JURISDICTIONS  BY SUIT ON THE  JUDGMENT  OR IN ANY  OTHER  MANNER
PROVIDED BY LAW; (iv) TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, AGREES NOT TO
INSTITUTE ANY ACTION OR PROCEEDING  AGAINST  BORROWER OR ANY OF THEIR RESPECTIVE
DIRECTORS,  OFFICERS,  EMPLOYEES,  AGENTS OR  PROPERTY,  CONCERNING  ANY  MATTER
ARISING  OUT OF OR  RELATING TO THIS NOTE IN ANY COURT OTHER THAN ONE LOCATED IN
COOK COUNTY, ILLINOIS; and (v) WAIVES PRESENTMENT OF PAYMENT, PROTEST, NOTICE OF
PROTEST AND DISHONOR AS PREREQUISITES TO THE ENFORCEMENT HEREOF. NOTHING IN THIS
SECTION SHALL AFFECT OR IMPAIR THE LENDER'S  RIGHT TO SERVE LEGAL PROCESS IN ANY
MANNER  PERMITTED BY LAW OR THE LENDER'S RIGHT TO BRING ANY ACTION OR PROCEEDING
AGAINST BORROWER OR BORROWER'S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

     E.TO THE EXTENT PERMITTED BY LAW,  BORROWER HEREBY  KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY  WAIVES  THE  RIGHT  TO A TRIAL  BY JURY  IN  RESPECT  OF ANY
LITIGATION  BASED HEREON,  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE
OR ANY COURSE OF CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN) OR ACTIONS OF EITHER  PARTY IN  CONNECTION  HEREWITH.  BORROWER  HEREBY
EXPRESSLY  ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL  INDUCEMENT FOR LENDER TO
MAKE THE LOAN EVIDENCED HEREBY.


                                  /s/ Gerard M. Klaisle
                                _______________________________
                                      Gerard M. Klaisle
















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