USFREIGHTWAYS CORP
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<TYPE>EX-10
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<FILENAME>fdraft.txt
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                                                EXHIBIT 10.1

                          USFREIGHTWAYS CORPORATION
                              STOCK OPTION PLAN
                         FOR NON-EMPLOYEE DIRECTORS

          RESTATED AS OF MARCH 8, 2001 AND AMENDED AS OF APRIL 18, 2002

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.  For purposes of the Plan, an Eligible
  Director shall be deemed to include the employer of such Eligible Director, or
  any delegatee mandated by his employer, if the Eligible Director is required,
  as a condition of his employment, to provide that any Option granted hereunder
  be made to the employer or its delegatee.

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.

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 Six Hundred Thousand (600,000) 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.







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.

1. NUMBER OF SHARES:

Each Eligible Director shall automatically, on the date such director becomes an
Eligible Director, be granted an Option under this Plan to acquire 10,000
Shares.  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:

Options granted to an Eligible Director under the Plan on the date the director
first becomes an Eligible Director shall become exercisable cumulatively in
accordance with the following schedule:

Years Elapsed Since              Cumulative Number of Shares for Which
Date of Grant                    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

The foregoing schedule 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.

Notwithstanding 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.


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 and that 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 .



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.

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 Rule16b-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.  Restated this 8th day of March 2001 by the Board of Directors and
amended as of the 18th day of April 2002.









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