S-8

As filed with the Securities and Exchange Commission on May 28, 2008

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization)	91-1069248 (I.R.S. Employer Identification No.)
1015 Third Avenue, 12th Floor Seattle, Washington 98104 (Address of Principal Executive Offices) (Zip Code)

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

2008 Stock Option Plan

2008 Directors’ Restricted Stock Plan

(Full title of the plans)

Amy J. Tangeman, General Counsel
Expeditors International of Washington, Inc.
1015 Third Avenue, 12th Floor, Seattle, Washington 98104

(Name and address of agent for service)
 

(206) 674-3400

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Shares reserved for issuance pursuant to the 2008 Stock Option Plan	3,000,000	$45.72 (2)	$137,160,000	$5,390.39
Common Shares reserved for issuance pursuant to the 2008 Directors’ Restricted Stock Plan	200,000	$45.72 (2)	$9,144,000	$359.36
Total Common Shares	3,200,000	$45.72	$146,304,000	$5,749.75

⁽¹⁾   Common Shares, $0.01 par value, offered by the Registrant pursuant to the 2008 Stock Option Plan and 2008 Directors’ Restricted Stock Plan described herein.

⁽²⁾   The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s Common Shares as reported by the NASDAQ Global Select Market on May 22, 2008, which was $45.72 per share.

INTRODUCTORY STATEMENT

This registration statement on Form S-8 registers 3,200,000 shares of common stock (“Common Shares”) of Expeditors International of Washington, Inc. (the “Registrant”) reserved for issuance pursuant to the Registrant’s 2008 Stock Option Plan and 2008 Directors’ Restricted Stock Plan.

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act of 1933”), this registration statement also covers any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* This information is not required to be included in, and is not incorporated by reference in, this registration statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the United States Securities and Exchange Commission (the “Commission”), are incorporated herein by reference:

(a) The Registrant’s annual report for the year ended December 31, 2007, filed with the Commission on February 29, 2008 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act of 1934”).

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 since the end of the fiscal year covered by the Registrant’s annual report incorporated by reference herein pursuant to (a) above.

(c) The description of the Registrant’s securities contained in the Registrant’s registration statement on Form 8-A filed with the Commission on April 28, 1985 under Section 12(g) of the Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (the “Washington Act”) authorize a court to award, or a corporation’s board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933. Article XII of the Registrant’s Restated Articles of Incorporation and Article IX of the Registrant’s Amended and Restated Bylaws together provide for indemnification of the Registrant’s directors, officers, employees and agents to the maximum extent permitted by Washington law. The directors and officers of the Registrant also may be indemnified against liability they may incur for serving in that capacity pursuant to a liability insurance policy maintained by the Registrant for such purpose.

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Section 23B.08.320 of the Washington Act authorizes a corporation to limit a director’s liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self-dealing or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

The Registrant has entered into a contract with each director memorializing the indemnification provision referenced above.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit Number	Exhibit
4.1	Expeditors International of Washington, Inc. 2008 Stock Option Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on March 21, 2008)
4.2	Expeditors International of Washington, Inc. 2008 Directors’ Restricted Stock Plan (incorporated by reference to Appendix B to the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on March 21, 2008)
4.3	Form of Expeditors International of Washington, Inc. Stock Option Agreement
4.4	Form of Expeditors International of Washington, Inc. Restricted Stock Award Agreement
5.1	Opinion of Amy J. Tangeman, General Counsel
23.1	Consent of KPMG LLP
23.2	Consent of Amy J. Tangeman, General Counsel (contained in her opinion filed as Exhibit 5.1 to this registration statement)
23.3	Power of Attorney (see page II-7 of this registration statement)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by

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the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

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(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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Signatures

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on May 27, 2008.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

/s/ Peter J. Rose

Name: Peter J. Rose

Title: Chairman and Chief Executive Officer

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SIGNATURES OF OFFICERS AND DIRECTORS

AND POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Peter J. Rose, R. Jordan Gates and Amy J. Tangeman, or any of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that any one or more of said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

	Signature		Title		Date
/s/ Peter J. Rose		Director, Chairman and Chief Executive Officer		May 27, 2008
Peter J. Rose		(Principal Executive Officer)
/s/ R. Jordan Gates		Director, President and Chief Operating Officer		May 27, 2008
R. Jordan Gates		(Principal Financial and Accounting Officer)
/s/ James L.K. Wang		Director, President-Asia		May 24, 2008
James L. K. Wang
/s/ James J. Casey		Director		May 25, 2008
James J. Casey
/s/ Michael J. Malone		Director		May 23, 2008
Michael J. Malone
/s/ Dan P. Kourkoumelis		Director		May 24, 2008
Dan P. Kourkoumelis
/s/ John W. Meisenbach		Director		May 23, 2008
John W. Meisenbach
/s/ Mark A. Emmert		Director		May 24, 2008
Mark A. Emmert
/s/ Robert R. Wright		Director		May 23, 2008
Robert R. Wright

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EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Expeditors International of Washington, Inc. 2008 Stock Option Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on March 21, 2008)
4.2	Expeditors International of Washington, Inc. 2008 Directors’ Restricted Stock Plan (incorporated by reference to Appendix B to the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on March 21, 2008)
4.3	Form of Expeditors International of Washington, Inc. Stock Option Agreement
4.4	Form of Expeditors International of Washington, Inc. Restricted Stock Award Agreement
5.1	Opinion of Amy J. Tangeman, General Counsel
23.1	Consent of KPMG LLP
23.2	Consent of Amy J. Tangeman, General Counsel (contained in her opinion filed as Exhibit 5.1 to this registration statement)
23.3	Power of Attorney (see page II-7 of this registration statement)

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EX-4.3

EXHIBIT 4.3

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

2008 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into as of •, 2008 (the “Date of Grant”) between Expeditors International of Washington, Inc., a Washington corporation (the “Company”), and the option grant recipient (the “Optionee”).

WHEREAS, the Company has approved and adopted the 2008 Stock Option Plan (the “Plan”), pursuant to which the Board of Directors is authorized to grant to employees of the Company and its subsidiaries and affiliates stock options to purchase common stock, $.01 par value, of the Company (the “Common Stock”);

WHEREAS, the Plan provides for the granting of stock options that either (i) are intended to qualify as “Incentive Stock Options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify under Section 422 of the Code (“Non-Qualified Stock Options”);

WHEREAS, on •, 2008 (the “Date of Grant”), the Company authorized the grant to the Optionee of an [an Incentive Stock Option][a Non-Qualified Stock Option] to purchase shares of Common Stock (the “Option”);

NOW, THEREFORE, the Company hereby grants to Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, shares of Common Stock, as stated in the initial grant notice and/or Optionee’s account at a service provider’s stock option website. (At the time of this grant, Optionee views and accepts the Option at the self-service website of Transcentive, a Computershare company: https://admin01.transcentive.com.)

1.          Type of Option. This option is intended to be [an Incentive Stock Option][a Non-Qualified Stock Option].

2. Date of Grant. This option was granted on ●, 2008.

3. Exercise Price. The exercise price for the Option shall be $● per share.

4.          Limitation on the Number of Shares. The tax treatment set forth in Section 422 of the Code is subject to certain limitations. These limitations, which are described in Section 5(a) of the Plan and are based upon the Code, generally limit the number of shares that will qualify under Section 422 in any given calendar year. Under Section 5(a) any portion of an Option that exceeds the annual limit shall be a “Non-Qualified Stock Option.” The Company can make no representation that any of this Option will actually qualify under Section 422 when exercised.

5. Vesting Schedule.

Portion of Total Option

Vesting Date Which Will Be Exercisable

●, 2011 50%

●, 2012 75%

●, 2013 100%

Upon any Change in Control of the Company, as defined in the Plan, the Option shall accelerate and become fully vested and exercisable in accordance with Section 5(n) of the Plan.

6.          Option Not Transferable. This Option may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Should any of the foregoing occur, Section 4 of the Plan provides that this Option shall terminate and become null and void.

7.          Investment Intent. By accepting this Option, Optionee represents and agrees for himself, and all persons who acquire rights in this Option in accordance with the Plan through Optionee, that none of the shares of Common Stock purchased upon exercise of this Option will be distributed in violation of applicable federal and state laws and regulations, and Optionee shall furnish evidence satisfactory to the Company (including a written and signed representation letter and a consent to be bound by all transfer restrictions imposed by applicable law, legend condition, or otherwise) to that effect, prior to delivery of the purchased shares of Common Stock.

8.          Termination of Option. A vested Option shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

(i) ten years from the Date of Grant;

(ii) the expiration of three (3) months following the date of an Optionee’s termination of employment with the Company for any reason other than death or Disability; or

(iii) the expiration of six (6) months following the date of death of the Optionee or the cessation of employment of the Optionee by reason of Disability.

In the event of death of the Optionee, the Option shall be exercisable only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or county of the Optionee’s domicile at the time of death. Each unvested Option granted pursuant hereto shall terminate upon the Optionee’s termination of employment for any reason whatsoever, including death or Disability. For Incentive Stock Option purposes, “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months. This definition of “Disability” is intended to comply with, and will be interpreted consistently with, Sections 22(e)(3) and 422(c)(6) of the Code.

9.          Stock. In the case of any stock split, stock dividend or like change in the nature of shares granted by this Agreement, the number of shares and option price shall be proportionately adjusted as set forth in Section 5(m) of the Plan.

   10.         Exercise of Option. Each exercise of this Option shall be by means of written notice delivered to the Company at its principal executive office in Seattle, Washington, specifying the number of shares of Common Stock to be purchased. Upon each exercise of this Option, the full exercise price for the Common Stock to be purchased together with the amount necessary for the Company to satisfy its withholding obligation imposed by the Internal Revenue Code of 1986, if any, shall be paid to the Company by wire transfer, except to the extent another method of payment is permitted by the Plan Administrator. Alternatively, the Optionee may pay for all or any portion of the exercise price by delivery of previously acquired shares of Common Stock with a fair market value equal to or greater than the full exercise price or by complying with any other payment mechanism which the Plan Administrator may approve at the time of exercise. The exercise date of this Option shall be the date of the Company’s receipt of the full exercise price for the Common Stock to be purchased.

11.        Holding Period for Incentive Stock Options. In order to obtain the favorable tax treatment currently provided by Section 422 of the Code, the shares of Common Stock must be sold, if at all, after a date which is the later of two (2) years from the date of grant of the Incentive Stock Option or one (1) year from the date upon which the Option is exercised. The Optionee agrees to report sales of such shares prior to the above determined date within one (1) business day after such sale is concluded.

12.        Optionee Acknowledgments. Optionee acknowledges that he has read and understands the terms of this Agreement and that:

(a)        The issuance of shares of Common Stock pursuant to the exercise of this Option, the issuance of any securities with respect to such Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, and any resale of any such shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations, including the Securities Act of 1933, as amended (the “Securities Act”);

(b)        By acceptance of the Option, he agrees to defend, indemnify and hold the Company harmless from and against loss or liability arising from the transfer of the Option or any Common Stock issued pursuant thereto or any interest therein in violation of the provisions of the Securities Act or of this Option Agreement;

(c)        He agrees that prior to any exercise of the Option, he will seek access to all information relating to the merits and risks of acquiring Common Stock necessary to make an informed decision;

(d)        He is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until he becomes a shareholder of record;

(e)        The shares of Common Stock subject hereto may be adjusted in the event of certain organic changes in the capital structure of the Company or for any other reason permitted by the Plan; and

(f)        This Agreement does not constitute an employment agreement nor does it entitle Optionee to any specific employment or to employment for a period of time, and Optionee’s continued employment, if any, with the Company shall be at will and is subject to termination in accordance with the Company's prevailing policies and any other agreement between Optionee and the Company.

13.        Professional Advice. The acceptance and exercise of the Option and the sale of Common Stock issued pursuant to exercise of the Option may have consequences under federal and state tax and securities laws which may vary depending on the individual circumstances of the Optionee. Accordingly, the Optionee acknowledges that he has been advised to consult his personal legal and tax advisor in connection with this Agreement and his dealings with respect to the Option or the Common Stock.

14.        Notices. Any notice required or permitted to be made or given hereunder shall be hand delivered or mailed by certified or registered mail to the Company’s address set forth below, or to the Optionee’s address on file at the Company’s Stock Administration department or as changed from time to time by written notice to the other.

Notices shall be deemed received and effective upon the earlier of (i) hand delivery to the recipient, (ii) five days after the date of postmark by the United States Postal Service or its successor or (iii) posting on the service provider’s stock option website.

Company: Expeditors International of

Washington, Inc.

Attention: Stock Administration

1015 Third Avenue, 12^th Floor

Seattle, Washington 98104

15.            Agreement Subject to Plan. This Option and this Agreement evidencing and confirming the same are subject to the terms and conditions set forth in the Plan and in any amendments to the Plan existing now or in the future, which terms and conditions are incorporated herein by reference. A copy will be made available upon request. Should any conflict exist between the provisions of the Plan and those of this Agreement, those of the Plan shall govern and control. This Agreement and the Plan set forth the entire understanding between the Company and the Optionee with respect to the Option and shall be construed and enforced under the laws of the State of Washington.

Dated as of the • day of •, 2008.

EXPEDITORS INTERNATIONAL

OF WASHINGTON, INC.

By_____________________

Chairman and C.E.O.

EX-4.4

EXHIBIT 4.4

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.			RESTRICTED STOCK AWARD AGREEMENT
AWARDED TO	GRANT DATE	NUMBER OF SHARES OF RESTRICTED STOCK		MARKET PRICE ON DATE OF AWARD	VESTING SCHEDULE
					Monthly over 1 year commencing June 30, _____

1. The Award. Expeditors International of Washington, Inc., a Washington corporation (the “Company“), hereby grants to you as of the above grant date (the “Grant Date”) the above number of shares of the Company’s common stock, $0.01 par value per share (“Restricted Stock”), on the terms and conditions contained in this Restricted Stock Award Agreement (this “Agreement”) and the Company’s 2008 Directors’ Restricted Stock Plan (the “Plan”), a copy of which is attached.

2. Restrictions. Restricted Stock is subject to the restrictions contained in this Agreement and the Plan.

3. Vesting Schedule. Restricted Stock shall vest in accordance with the vesting schedule contained in the Plan. Upon a Change of Control, as defined in the Plan, all unvested Restricted Stock shall accelerate and become fully vested.

4. Forfeiture. In the event your service as a director of the Company is terminated prior to the time Restricted Stock has vested in accordance with the Plan, your rights to all unvested Restricted Stock shall be forfeited.

5. Stock Certificates. Restricted Stock will be issued in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates will be held by the Company or the stock transfer agent or brokerage service selected by the Company until all Restricted Stock subject this Agreement has become vested pursuant to the Plan (the “Final Vesting Date”). Restricted Stock will be restricted from transfer and will be subject to an appropriate stop-transfer order. If any certificate is used, the certificate will bear an appropriate legend referring to the restrictions applicable to unvested Restricted Stock.

6. Limits on Transfer of Restricted Stock. Until such time as Restricted Stock has vested and been delivered to you pursuant to the Plan, no Restricted Stock and no right thereunder may be pledged, alienated, attached or otherwise encumbered. You may not transfer such Restricted Stock or any right thereunder, other than by will or the laws of descent and distribution. Any purported transfer, pledge, alienation, attachment or encumbrance shall be void.

7. Rights. Neither you nor your legal representative will be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Restricted Stock unless and until such Restricted Stock has vested in accordance with the Plan. From and after the date Restricted Stock becomes vested in accordance with the Plan, you or your legal representative will have the right to vote such Restricted Stock.

8. Dividends. Any cash dividends or other cash distributions paid on Restricted Stock prior to the Final Vesting Date will be forfeited to the Company. You will only receive cash dividends or other cash distributions paid on Restricted Stock on or after the Final Vesting Date.

9. Income Taxes. You are liable for any federal and state income or other taxes applicable upon the grant of Restricted Stock if you make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30 days of the date of grant, or upon the lapse of the restrictions on Restricted Stock, and the subsequent disposition of Restricted Stock. You acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.

10. Terms and Conditions. This Agreement does not give you the right to continue as director or alter the right of the Company to terminate your term as a director. By signing below, you and the Company agree this Restricted Stock award is granted under and governed by the terms and conditions of the Plan. In the event that any provision of this Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth therein or subsequently amended, the terms of the Plan shall control.

  Director: ________________________________   _________________________________________   Expeditors International of Washington, Inc.   By:  __________________________________   Its:   __________________________________

EX-5.1

EXHIBIT 5.1

May 27, 2008

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:   Expeditors International of Washington, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

I am acting as counsel for Expeditors International of Washington, Inc. (the “Company”) in connection with the filing of a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed sale by the Company of up to 3,200,000 shares of common stock, $.01 par value per share (the “Common Shares”), that are reserved for issuance pursuant to the 2008 Stock Option Plan and 2008 Directors’ Restricted Stock Plan (collectively, the “Plans”).

In rendering my opinions set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies.  I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.

Based on the foregoing, I am of the opinion that the Common Shares have been duly authorized and, upon issuance, delivery and payment therefore in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

My opinions expressed above are limited to the laws of the State of Washington.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to me under the heading “Validity of Shares” in the Prospectuses constituting part of the Registration Statement.

Very truly yours,

Expeditors International of Washington, Inc.

/s/ Amy J. Tangeman___________________
Amy J. Tangeman, General Counsel

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Expeditors International of Washington, Inc:

We consent to the use of our reports dated February 29, 2008, with respect to the consolidated balance sheets of Expeditors International of Washington, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of earnings, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2007 and the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated herein by reference.

/s/ KPMG, LLP_______________________

Seattle, Washington

May 27, 2008