Exhibit 4.5

                            USFREIGHTWAYS CORPORATION
                           DIRECTORS COMPENSATION PLAN

I.   PURPOSE

     The USFreightways Corporation Directors Compensation Plan (the "Plan") is
     intended to provide compensation to the non-employee members of the Board
     of Directors (the "Board") of USFreightways Corporation (the "Company") in
     exchange for their services as members of the Board. Directors of the
     Company who are also employees of the Company shall not be separately
     compensated for their services as directors.

II.  ADMINISTRATION

     The Plan shall be administered by the Compensation Committee of the Board.
     The Committee shall have the authority to establish from time to time such
     regulations and make such determinations as it deems necessary or advisable
     for the administration of the Plan. The Committee shall have the exclusive
     right to interpret the provisions of the Plan and to determine any
     questions arising in connection with the Plan, including the remedying of
     any omission, inconsistency, or ambiguity, and its decision or action in
     respect thereof shall be conclusive and binding upon the members of the
     Board.

III. COMPENSATION

     A.   Cash/Stock. Each director shall receive, in exchange for his services
          performed as a member of the Board, the following: (1) annual cash
          compensation in an amount equal to $15,000, which shall be payable at
          such time or times during the year as determined by the Committee; and
          (ii) annual equity compensation equal to that number of shares of the
          Company's common stock (the "Stock") having a fair market value equal
          to $20,000. The Stock compensation shall be payable at such time or
          times during the year as determined by the Committee. The maximum
          number of shares of Stock which shall be made available for issuance
          under the Plan shall not exceed twenty-five thousand (25,000) shares.

     B.   Additional Fees/Options. In addition to the annual fees described in
          Paragraph A above, the directors also shall be paid such amounts as
          determined by the Board in exchange for their attendance at meetings
          and service on various committees of the Board and such other amounts
          in the form of stock options as the Board may from time to time
          approve.

     C.   Deferral of Fees. Notwithstanding the terms of Paragraphs A and B,
          each director may elect to defer all or any portion of the cash or
          Stock



     compensation he or she would otherwise be entitled to receive hereunder
     pursuant to the terms of the Company's Non-Qualified Deferred Compensation
     Plan (the "Deferred Compensation Plan"). In accordance with the terms of
     the Deferred Compensation Plan, amounts that are deferred by the directors
     shall be deemed to be invested among certain investment alternatives
     offered under the Deferred Compensation Plan. In this regard, any Stock
     that is deferred into the Deferred Compensation Plan will be deemed to have
     been invested in Company Stock.

IV.  AMENDMENT AND TERMINATION

     The Board may amend or terminate all or any features of the Plan at any
     time, provided, however, that no such amendment or termination may diminish
     or reduce any directors' rights with respect to any compensation accrued to
     such time.

V.   MISCELLANEOUS

     A.   Insider Trading. Each director who receives Stock under this Plan
          agrees that he or she shall not sell the shares acquired except in
          accordance with the Company's Securities Trading Policy and, to that
          end, such director agrees to seek the permission of the Company's
          Senior Vice President, General Counsel & Secretary prior to executing
          such a sale. The Company agrees that it shall not restrict any resales
          by a director except as may be deemed necessary for compliance with
          its Securities Trading Policy.

     B.   Withholding. The Company shall have the power and right to deduct or
          withhold an amount sufficient to satisfy federal, state, and local
          taxes required by law to be withheld with respect to any distribution.

     C.   Governing Law. The Plan shall be interpreted and administered in
          accordance with the laws of the State of Illinois and any action
          commenced to enforce any of the provisions hereof shall have as its
          sole and exclusive venue the County of Cook, Illinois.