UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )


Filed by the Registrantx

Filed by a Party other than the Registranto


Check the appropriate box:
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oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Sectionunder § 240.14a-12


U.S. XPRESS ENTERPRISES, INC.Xpress Enterprises, Inc.
(Name of Registrant as Specified In Its Charter)


N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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(USXpress Logo)

April 9, 2003

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of U.S. Xpress Enterprises, Inc. to be held at 10:00 a.m., Eastern Daylight Time, May 7, 2003, at the Company’s Corporate Offices at 4080 Jenkins Road, Chattanooga, Tennessee 37421. The matters to be acted upon at the meeting are described in detail in the attached Notice of Annual Meeting and Proxy Statement.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the meeting in person, we urge you to sign, date, and mail the enclosed proxy card promptly in the accompanying postage-prepaid envelope. If you attend the meeting, you may vote your shares in person, even though you have previously signed and returned your proxy.

Sincerely,

-s- Patrick E. Quinn
Patrick E. Quinn
Co-Chairman of the Board of Directors

-s- Max L. Fuller

Max L. Fuller

(USXpress Logo)
4080 Jenkins Road
Chattanooga, Tennessee 37421




NOTICE OFAND PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 20032, 2006


April 9, 2003



To Our Stockholders:

You are cordially invited to attend the Stockholders2006 annual meeting of stockholders of U.S. Xpress Enterprises, Inc.:

The Annual Meeting of Stockholders of U.S. Xpress Enterprises, Inc. (the “Company”) will, a Nevada corporation, to be held at 10:00 a.m., Eastern Daylight Time, May 7, 2003, at the Company’s Corporate Offices atour principal executive offices, 4080 Jenkins Road, Chattanooga, Tennessee 37421, at 10:30 a.m. local time, on Tuesday, May 2, 2006, for the following purposes:


1.Election of seven (7) Directors for the coming year;To consider and act upon a proposal to elect five (5) directors;

 
2.RatificationTo consider and act upon the 2006 Omnibus Incentive Plan for grants of the appointment of Ernst & Young LLP as independent public accountants for 2003;stock options, stock-based awards, and other incentive awards; and

 
3.Approval of the 2003 Employee Stock Purchase Plan;
4.Approval of the 2003 Non-Employee Directors Stock AwardTo consider and Option Plan; and
5.Transaction ofact upon such other business thatmatters as may properly come before the Annual Meeting of Stockholders ormeeting and any adjournment(s)adjournment thereof.


The foregoing matters are more fully described in the accompanying proxy statement.

The Board of Directors has fixed the close of business on April 1, 2003 has been fixedMarch 6, 2006, as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meetingannual meeting or any adjournment thereof. Shares of StockholdersClass A and any adjournment(s) thereof.

WhetherClass B common stock may be voted at the annual meeting only if the holder is present at the annual meeting in person or by valid proxy. YOUR VOTE IS IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO PROMPTLY DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. Returning your proxy now will not you planinterfere with your right to attend the annual meeting please mark, date, and sign the accompanying proxy and promptly return it in the enclosed envelope. If you attend the meeting, you mayor to vote your shares in person, even thoughpersonally at the annual meeting, if you have previously signed and returnedwish to do so. The prompt return of your proxy.

By Orderproxy may save us additional expenses of the Board of Directors,

-s- Max L. Fuller

Max L. Fullersolicitation.
Co-Chairman of the Board and Secretary

By Order of the Board of Directors,
U.S. Xpress Enterprises, Inc.
 
Patrick E. Quinn
Co-Chairman, President, and Treasurer
 
Max L. Fuller
Co-Chairman, Chief Executive Officer, and Secretary


Chattanooga, Tennessee
April 3, 2006


(USXpres LOGO)

TABLE OF CONTENTS

GENERAL INFORMATION
1
Voting Rights
1
Quorum Requirement
2
Required Vote
2
Right to Attend Annual Meeting; Revocation of Proxy
2
Costs of Solicitation
2
Annual Report
2
How to Read this Proxy Statement
2
PROPOSAL 1 ELECTION OF DIRECTORS
3
Nominees for Directorships
3
CORPORATE GOVERNANCE
5
The Board of Directors and Its Committees
5
Board of Directors
5
Committees of the Board of Directors
5
The Audit Committee
5
Audit Committee Report for 2005
6
The Compensation Committee
7
Director Nominations
7
Director Nomination Process
7
Stockholder Director Nominee Recommendations
8
Director Compensation
8
Our Executive Officers
9
Section 16(a) Beneficial Ownership Reporting Compliance
9
Code of Ethics
9
EXECUTIVE COMPENSATION
10
Summary Compensation Table
10
Option/SAR Grants in Last Fiscal Year
11
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
11
Employment Agreements
12
Compensation Committee Interlocks and Insider Participation
12
Compensation Committee Report on Executive Compensation
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
14
STOCK PERFORMANCE GRAPH
16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
17
RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
18
Principal Accounting Fees and Services
18
INTRODUCTORY NOTE TO PROPOSAL 2
19
PROPOSAL 2 APPROVAL OF THE ADOPTION OF THE 2006 OMNIBUS INCENTIVE PLAN
20
Purposes
20
Shares Available and Maximum Awards
20
Administration
21
Eligible Participants
21
Types of Awards
22
Payment Terms
24
Adjustments Upon Certain Events
24
Termination and Amendment of the 2006 Omnibus Plan
24
Securities Act Registration
24
New Plan Benefits
25
Tax Status of 2006 Omnibus Plan Awards
25
Limitation on Income Tax Deduction
26
STOCKHOLDER PROPOSALS
27
OTHER MATTERS
27
APPENDIX A




4080 Jenkins Road
Chattanooga, Tennessee 37421



NOTICE AND PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 2006


GENERAL INFORMATION

This proxy statement is being mailed tofurnished in connection with the solicitation of proxies from the stockholders of U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), on or about April 9, 2003, in connection with the solicitation of proxies by the Board of Directors of the Company for useto be voted at the Annual Meetingannual meeting of Stockholders (the “Annual Meeting”) of the Company tostockholders, which will be held at 10:00 a.m., Eastern Daylight Time, May 7, 2003, at the Company’s Corporate Offices atour principal executive offices, 4080 Jenkins Road, Chattanooga, Tennessee 37421.

37421, at 10:30 a.m. local time, on Tuesday, May 2, 2006, and any adjournments thereof. SOLICITATIONTHE ENCLOSED PROXY IS SOLICITED BY OUR BOARD OF PROXIESDIRECTORS

The Company. If not otherwise specified, all proxies received pursuant to this solicitation will bearbe voted (1) FOR the cost of solicitation of proxies and will reimburse brokers, custodians,director nominees and fiduciaries for their reasonable expenses in sending solicitation material tonamed below, (2) FOR the beneficial ownersapproval of the Company’s shares. In addition2006 Omnibus Incentive Plan, and (3) with respect to soliciting proxies throughany other matters properly brought before the mail, proxies also may be solicited by officers and employeesannual meeting, in accordance with the judgment of the Company by telephoneproxy holders.


The proxy statement, proxy card, and our annual report on Form 10-K for the fiscal year ended December 31, 2005, were first mailed on or otherwise.

Granting a proxy does not preclude the right of the person giving the proxyabout April 3, 2006, to vote in person, and a person may revoke his or her proxy at any time before it has been exercised, by giving written notice to the Secretary of the Company, by delivering a later-dated proxy, or by voting in person at the Annual Meeting.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s Class A Common Stock, $.01 par value (the “Class A Common Stock”), and Class B Common Stock, $.01 par value (the “Class B Common Stock”), is necessary to constitute a quorum at the Annual Meeting. If a quorum is not present or represented at the Annual Meeting, the stockholders entitled to vote, whether present in person or represented by proxy, have the power to adjourn the Annual Meeting from time to time, without notice other than announcement at the Annual Meeting, until a quorum is present or represented. At any such adjourned Annual Meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the Annual Meeting as originally noticed.

On all matters submitted to a vote of the stockholders at the Annual Meeting or any adjournment(s) thereof, each stockholder of Class A Common Stock will be entitled to one vote for each share of Class A Common Stock owned and each stockholder of Class B Common Stock will be entitled to two votes for each share of Class B Common Stock owned of record at the close of business on April 1, 2003. our record date of March 6, 2006. Except to the extent it is incorporated by specific reference, the enclosed copy of our 2005 annual report is not incorporated into this proxy statement and is not to be deemed a part of the proxy solicitation material.


The terms "we," "our," "us," or the "Company" refer to U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries.

Voting Rights

Only stockholders of record at the close of business on the record date are entitled to vote at the annual meeting, either in person or by valid proxy. Holders of Class A Common Stockcommon stock are entitled to one (1) vote for each share held. Holders of Class B common stock are entitled to two (2) votes for each share held so long as such shares are owned by Patrick E. Quinn, Max L. Fuller, or certain members of their immediate families. In the event that any shares of our Class B common stock cease to be owned by Messrs. Quinn or Fuller or certain of their family members, such shares will be automatically converted into shares of our Class A common stock. All of the issued and outstanding shares of our Class B common stock are currently owned by Messrs. Quinn and Fuller. Unless otherwise required by Nevada law, the Class A common stock and Class B Common Stockcommon stock vote together as a single class. On March 6, 2006, the record date, there were issued and outstanding approximately 12,257,367 shares of Class A common stock, par value $0.01 per share, entitled to cast an aggregate 12,257,367 votes on all matters subject to a vote at the annual meeting, and 3,040,262 shares of Class B common stock, par value $0.01 per share, entitled to cast an aggregate 6,080,524 votes on all matters subject to a vote at the annual meeting. The total number of shares of our common stock issued and outstanding on the record date was approximately 15,297,629, which is entitled to cast an aggregate of 18,337,891 votes on all matters subject to a vote at the annual meeting. The total number of issued and outstanding shares excludes approximately 601,486 shares of Class A common stock subject to issuance upon the exercise of outstanding stock options and 50,000 shares of restricted stock granted under our incentive stock plans and other arrangements. Holders of unexercised options are not entitled to vote at the annual meeting. We have no other class of stock outstanding. Stockholders are not entitled to cumulative voting in the election of directors. Votes cast at the annual meeting will be tabulated by the Inspector of Elections and the results of all items voted upon will be announced at the annual meeting.



Quorum Requirement

In order to transact business at the annual meeting, a quorum must be present. A quorum is present if the holders of a majority of the total number of shares of Class A and Class B common stock issued and outstanding as of the record date are represented at the annual meeting in person or by proxy. Shares that are entitled to vote but that are not voted at the direction of the holder (called "abstentions") and shares that are not voted by a broker or other record holder due to the absence of instructions from the beneficial owner (called "broker non-votes") will be counted for the purpose of determining whether a quorum is present.

Required Vote

Directors are elected by an affirmative vote of a plurality of the total votes cast by stockholders entitled to vote and represented in person or by Proxyproxy at the Annual Meeting is requiredannual meeting, which means that the five (5) director nominees receiving the highest number of votes for their election will be elected. Approval of the 2006 Omnibus Incentive Plan and any other matter submitted to electstockholders requires the Board of Directors’ nominees. The affirmative vote of a majority of the votes of the stockholders entitled to vote and represented in person or by Proxyproxy at the Annual Meeting is required to ratify the appointment of the Company’s independent public accountants, to approve the 2003 Employee Stock Purchase Plan, and to approve the 2003 Non-Employee Directors Stock Award and Option Plan.

Proxies in the accompanying form that are properly executed and returned will be voted at the Annual Meeting and any adjournment(s) thereof in accordance with the directions on such proxies. If no directions are specified, such proxies will be voted according to the recommendations of the Board of Directors as stated on the proxy. Shares covered by abstentionsannual meeting. Abstentions and broker non-votes while counted for purposes of determining the presence of a quorum at the Annual Meeting, are not considered affirmative votes and thus will have no effect on the election of directors by a plurality vote, but will have the same effect as negative votes with respect to the ratification of the appointment of the Company’s independent public accountants, approval of the 2003 Employee Stock Purchase2006 Omnibus Incentive Plan and approvalany other matter submitted to stockholders.


Right to Attend Annual Meeting; Revocation of Proxy

Returning a proxy card now will not interfere with your right to attend the annual meeting or to vote your shares personally at the annual meeting, if you wish to do so. Stockholders who execute and return proxies may revoke them at any time before they are exercised by giving written notice to our Secretary at our address, by executing a subsequent proxy and delivering it to our Secretary, or by attending the annual meeting and voting in person.

Costs of Solicitation

We will bear the cost of solicitation of proxies, which we expect to be nominal and will include reimbursements for the charges and expenses of brokerage firms and others for forwarding solicitation materials to beneficial owners of our outstanding Class A common stock. Proxies will be solicited by mail, and may be solicited personally by directors, officers, or our regular employees, who will not receive any additional compensation for such services.

Annual Report

The information included in this proxy statement should be reviewed in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm, and other information included in our 2005 annual report that was mailed on or about April 3, 2006, together with this notice and proxy statement, to all stockholders of record as of the 2003 Non-Employee Directors Stock Award and Option Plan.

- 3 -

Management knowsrecord date.


How to Read This Proxy Statement

Set forth below are the proposals of no other matters or business to be presented for consideration at the Annual Meeting. If, however, any other matters properly come before the Annual Meeting or any adjournment(s) thereof, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their best judgment on any such matters. The persons named in the enclosed proxy, if they deem it advisable, also may vote such proxy to adjourn the Annual Meeting from time to time.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

On April 1, 2003, the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting, the Company had issued and outstanding and entitled to vote 10,904,443 shares of Class A Common Stock and 3,040,262 shares of Class B Common Stock. The following table sets forth information regarding beneficial ownership of the Company’s Class A and Class B Common Stock as of April 1, 2003, except as otherwise noted, with respect to (i) each person known by the Company to own beneficially more than five percent of the outstanding shares of either class of common stock, (ii) each director and nominee, (iii) the Co-Chairmen of the Board and the three (3) other most highly compensated executive officers who earned in excess of $100,000 during 2002 and who were serving as executive officers of the Company at year end, (iv) Cort J. Dondero, the Company’s Executive Vice President and Chief Operating Officer until his resignation in October 2002, and (v) all directors and executive officers as a group:

             
Amount and Nature of
Beneficial Ownership(1)
Name of Beneficial OwnerClass AClass BPercent(2)(3)
Patrick E. Quinn(4)
  2,315,855(5)  1,520,131   27.5 
Max L. Fuller(4)
  2,640,992(6)  1,520,131   29.8 
Capital Group International, Inc.(7)
  734,260   —   5.3 
Dimensional Fund Advisors, Inc.(8)
  724,922   —   5.2 
Cort J. Dondero  0   —   * 
Ray M. Harlin  134,326   —   * 
John W. Murrey, III  —   —   — 
A. Alexander Taylor, II  20,168   —   * 
Robert J. Sudderth, Jr.   12,694   —   * 
James E. Hall  1,200   —   * 
E. William Lusk, Jr.   114,960   —   * 
Jeffrey S. Wardeberg  22,366   —   * 
All Executive Officers, Directors and Nominees as a Group (9 persons)  5,262,561   3,040,262   58.6 

 *  Less than 1% of the Class A and Class B Common Stock.
(1) Beneficial ownership includes sole voting power and sole investment power with respect to such shares unless otherwise noted. Share amounts include shares of Class A Common Stock issuable pursuant to stock options that are exercisable within 60 days of April 1, 2003 held by the following individuals: Mr. Fuller — 6,000 shares, Mr. Hall — 1,200 shares, Mr. Harlin — 100,350 shares, Mr. Lusk — 78,071 shares, Mr. Quinn — 6,000 shares, Mr. Sudderth — 4,800 shares, Mr. Taylor — 8,400 shares, and Mr. Wardeberg — 20,550 shares. Share amounts include shares of Class A Common Stock held in the 401(k) plan accounts of the following individuals: Mr. Fuller — 7,058 shares and Mr. Harlin — 4,869 shares.
(2) Percentage reflects the aggregate number of shares of both Class A and Class B Common Stock.
(3) For the purpose of computing the percentage of outstanding shares owned by each beneficial owner, the shares issuable pursuant to presently exercisable stock options held by such beneficial owner are deemed to be outstanding. Such option shares are not deemed to be outstanding for the purpose of computing the percentage owned by any other person.
(4) The principal business address for Messrs. Quinn and Fuller is 4080 Jenkins Road, Chattanooga, Tennessee 37421.

- 4 -

(5) Does not include 400,000 shares of Class A Common Stock held by the Quinn Family Partnership, as to which shares Mr. Quinn disclaims beneficial ownership.
(6) Does not include 444,916 shares of Class A Common Stock held by the Fuller Family Partnership, as to which shares Mr. Fuller disclaims beneficial ownership.
(7) The principal business address of Capital Group International, Inc. is 11100 Santa Monica Boulevard, Los Angeles, CA 90025. Capital Group International, Inc. reports that Capital Guardian Trust Company, a bank for which it is the parent holding company, has sole investment power over all of such shares and sole voting power with respect to 613,260 of such shares. The reported information is based upon the Schedule 13G/A filed by Capital Group International, Inc. with the Securities and Exchange Commission on February 11, 2003.
(8) The principal business address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Dimensional Fund Advisors, Inc. reports that it has sole voting and investment power with respect to all such shares. The reported information is based upon the Schedule 13G/A filed by Dimensional Fund Advisors, Inc. on February 10, 2003.

- 5 -

PROPOSAL 1: ELECTION OF DIRECTORS

Theour Board of Directors consiststo be considered by stockholders at the annual meeting, as well as important information concerning, among other things, our management and our Board of seven (7) members. AllDirectors; executive compensation; transactions between us and our officers, directors, are elected for one-year termsand affiliates; the stock ownership of certain beneficial owners and management; the services provided to us by, and the Company’sfees of, Ernst & Young LLP ("Ernst & Young"), our independent registered public accounting firm; and how stockholders and hold officemay make proposals at our next annual meeting. EACH STOCKHOLDER SHOULD READ THIS INFORMATION BEFORE COMPLETING AND RETURNING THE ENCLOSED PROXY CARD.




PROPOSAL 1

ELECTION OF DIRECTORS

At the annual meeting, stockholders will elect five (5) directors to serve as the Board of Directors until our 2007 annual meeting of stockholders or until their successors are elected and duly qualified. CurrentUpon the recommendation of our independent directors, our Board of Directors has nominated for election as directors Patrick E. Quinn, Max L. Fuller, James E. Hall, John W. Murrey, III, and Robert J. Sudderth, Jr., each of whom is presently serving as a director. In the absence of contrary instructions, each proxy will be voted for the election of all the proposed directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES.

NOMINEES FOR DIRECTORSHIPS

Information concerning the names, ages, positions with us, tenure as a director, A. Alexander Taylor, II, is notand business experience of the nominees standing for election for 2003. Executive officers of the Company are appointed annually by the Board of Directors and serveas directors at the Board’s discretion.

If any nominee for election asannual meeting is set forth below. All references to experience with us include positions with our operating subsidiaries, U.S. Xpress, Inc., a director is unable to serve, which the Board of Directors does not anticipate, the persons named in the proxy may vote for another person in accordance with their judgment. The namesNevada corporation, and ages of the nominees, their principal occupations or employment during the past five years and other data regarding them, based upon information received from them, are as follows:Xpress Global Systems, Inc., a Georgia corporation.


NOMINEES FOR DIRECTORSHIPS

 
Photo of Patrick E. Quinn
Patrick E. Quinn56,, 59, has served as Co-Chairman of the Board of the Company since 1994 and as a director and our President and director ofTreasurer since the Company since its formation in 1989. Mr. Quinn has served as an officer and director of U.S. Xpress, Inc. sincein 1985. Mr. Quinn served as Chairman of the Truckload Carriers Association from 2001 to 2002 and presently serves as Chairman of the American Trucking Associations. In addition, Mr. Quinn was appointed to the National Surface Transportation Policy and Revenue Study Commission in February, 2006. He also serves on the Erlanger Hospital Board of Trustees and the Chattanooga Chamber of Commerce Board of Directors.
Photo of Max L. Fuller 
Max L. Fuller50,, 53, has served as Co-Chairman of the Board of the Company since 1994 and as a director and our Secretary since the formation of U.S. Xpress, Inc. in 1985. Effective November 2004, Mr. Fuller was appointed as our Chief Executive Officer and, effective August 2005, as President of Xpress Global Systems, Inc., our wholly owned subsidiary. Prior to his appointment as Chief Executive Officer, Mr. Fuller served as a Vice President Secretary and director of the Company since its formationfrom our inception in 1989.1985. Mr. Fuller also is a director of SunTrust Bank, Chattanooga, N.A. Mr. Fuller
 
James E. Hall, 64, has served as an officer and director of U.S. Xpress, Inc. since 1985.
Photo of Ray M. Harlin
Ray M. Harlin,53, has served as Executive Vice President – Finance and Chief Financial Officer of the Company since 1997. Previously, Mr. Harlin served for 25 years in auditing and managerial positions and as a partner with Arthur Andersen LLP. Mr. Harlin has been a director of the Company since 1997.
Photo of Robert J. Sudderth, Jr.
Robert J. Sudderth, Jr., 60, served as Chairman and Chief Executive Officer of SunTrust Bank, Chattanooga, N.A. from 1989 until his retirement in 2003.2001. Mr. Sudderth also is a director of SunTrust Service Corporation and The Dixie Group, Inc., a floorcovering company. Mr. Sudderth has been a director of the Company since 1998.
Photo of James E. Hall
James E. Hall61, is a principal in Hall & Associates, LLC, a government relations and transportation safety and security consulting firm. Mr. Hall is also “of counsel”"of counsel" to the law firm of Farmer and Luna, PLLC in Nashville, Tennessee. Mr. Hall serves as Chairman of the George Washington University Aviation Institute Advisory Board, is a director of the Chattanooga Metropolitan Airport Authority, and served on the National Academy of Engineering Committee on Combating Terrorism. Mr. Hall served as a partner of the law firm of Dillon, Hall & Lungershausen from 2001 through 2002. Previously, Mr. Hall was a member of the National Transportation Safety Board from 1993 to 2001, serving as chairman of the Board from 1994 to 2001. In 1996, Mr. Hall was appointed to the White House Commission on Aviation Safety and Security. Mr. Hall has been a director of the Company since 2001.





Photo of Jeffrey S. Wardeberg 
Jeffrey S. Wardeberg,John W. Murrey, III40,, 63, has served as Executive Vice President of Operations for the Companya director since November 2002. He has been employed by the Company for nine years, holding the titles of Regional Sales Vice President, Director of Marketing, Vice President of Sales, and Executive Vice President of Sales and Marketing.
Photo of John W. Murrey,III
John W.2003. Mr. Murrey III,60, served as a Senior Member of the law firm of Witt, Gaither & Whitaker, P.C. in Chattanooga, Tennessee until June 30, 2001. He has been a director of The Dixie Group, Inc., a floorcovering company headquartered in Chattanooga, Tennessee, since 1996,1997 and currently serves as Chairman of its Audit Committee and as a member of its Executive and Compensation Committees. Mr. Murrey has been a director of Coca-Cola Bottling Co. Consolidated, a Coca-Cola bottler headquartered in Charlotte, North Carolina, since 1993.1993 and currently serves on its Retirement Benefits Committee. Mr. Murray is an Assistant Professor of Law at Appalachian School of Law.

- 6 -

 
Robert J. Sudderth, Jr., 63,has served as a director since 1998. Mr. Sudderth served as Chairman and Chief Executive Officer of SunTrust Bank, Chattanooga, N.A. from 1989 until his retirement in 2003. Mr. Sudderth has been a director of SunTrust Bank, Chattanooga, N.A. since 1983. In addition, Mr. Sudderth served as a director of The Dixie Group, Inc., a floorcovering company headquartered in Chattanooga, Tennessee, from 1983 to 2003.


4

DIRECTORS’ MEETINGSTABLE OF CONTENTS


CORPORATE GOVERNANCE

The Board of Directors and Its Committees

Board of Directors

Meetings. Our Board of Directors held four (4)three regularly scheduled meetings and two special meeting during the fiscal year ended December 31, 2002.

2005. Each director attended at least 75% of the meetings of the Board of Directors or any committee on which he served. We encourage the members of our Board of Directors to attend our annual meetings of stockholders. Three of our five directors attended the 2005 annual meeting of stockholders.


COMMITTEES OF THE BOARD OF DIRECTORSDirector Independence.

TheOur Class A common stock is listed on the NASDAQ National Market ("Nasdaq"). Therefore, it is subject to the listing standards, including standards relating to corporate governance, embodied in applicable rules promulgated by the National Association of Securities Dealers, Inc. (the "NASD"). Pursuant to NASD Rule 4350(c)(1), the Board of Directors has established andetermined that the following directors and nominees are "independent" under NASD Rule 4200(a)(15): James E. Hall, John W. Murrey, III, and Robert J. Sudderth, Jr. In accordance with NASD Rule 4350(c)(2), our independent directors held two meetings in 2005, referred to as "executive sessions," at which only the independent directors were present.


Communication with the Board of Directors. Stockholders who wish to communicate with members of the Board, including the independent directors individually or as a group, may send correspondence to them in care of the Secretary at our principal executive offices at 4080 Jenkins Road, Chattanooga, Tennessee 37421.

Committees of the Board of Directors

The Audit Committee

Functions, Composition, and Meetings of the Audit Committee. Our Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), operates pursuant to a Compensation Committee. Thewritten Audit Committee Charter adopted by our Board of Directors, a copy of which was included as an annex to our proxy statement relating to our 2004 annual meeting of stockholders filed with the Securities and Exchange Commission (the "SEC") on April 19, 2004. As more fully outlined in the Audit Committee Charter, the primary functions of the Audit Committee are to select our independent registered public accounting firm and ensure its independence; to approve the services to be provided to us by our independent registered public accounting firm and the fees for such services; and to meet with theour independent registered public accountants of the Company; to reviewaccounting firm, internal accounting personnel, and report upon various matters affecting the independence of the auditors (see the Audit Committee Report herein); to review the audit plan for the Company; to review the annual audit of the Company with the accountants, together with any other reports or recommendations made by the accountants; to recommend whether the auditors should be continued as auditors of the Companymanagement and if other auditors are to be selected, to recommend the auditors to be selected. The Audit Committee is also to review with the auditors for the Company the adequacy of the Company’s internal controlsthem matters relating to our financial statements, accounting practices and to perform such other duties as shall be delegated to the Committee by the Board of Directors.policies, and financial reporting processes. During 2005, Messrs. Sudderth, TaylorHall, Murrey, and HallSudderth served as the members of the Audit Committee, with Mr. TaylorMurrey serving as Chairman, during 2002. AllChairman. The Committee held nine meetings in 2005, four of the memberswhich were regular and five telephonic. Each member of the Audit Committee are “independent directors”attended at least 75% of the Audit Committee meetings during 2005.

Each member of the Audit Committee satisfies the independence and audit committee membership criteria set forth in NASD Rule 4350(d)(2). Specifically, each member of the Audit Committee:

·is independent under NASD Rule 4200(a)(15);
·meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act;
·did not participate in the preparation of our financial statements or the financial statements of any of our current subsidiaries at any time during the past three (3) years; and
·is able to read and understand fundamental financial statements, including our balance sheet, statement of operations, and statement of cash flows.



Audit Committee Financial Expert. The Board of Directors has determined that at least one "audit committee financial expert" (as defined in Item 401(h) of Regulation S-K) who has the necessary financial sophistication (as defined in NASD Rule 4350(d)(2)(A)) currently serves on the Audit Committee. The Board of Directors has identified Mr. Murrey as that terman audit committee financial expert who possesses the requisite financial sophistication. Mr. Murrey is independent, as independence for audit committee members is defined under applicable NASD rules.

Audit Committee Report. In performing its duties, the Audit Committee, as required by Rule 4200applicable rules of the National AssociationSEC, issues a report recommending to the Board of Directors that our audited financial statements be included in our annual report, and determines certain other matters, including the independence of our independent registered public accounting firm. The Audit Committee Report for 2005 is set forth below.

The Audit Committee Report shall not be deemed to be "filed" with the SEC or to be incorporated by reference into any filing made by us under the Securities Dealers, Inc. (“NASD”Act of 1933, as amended (the "Securities Act").

, or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this proxy statement by reference, except to the extent we incorporate this report by specific reference.


Audit Committee Report for 2005

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of the Company's financial reports and financial reporting processes and systems of internal controls. The Company's management has primary responsibility for the Company's financial statements and the overall reporting process, including maintenance of the Company's system of internal controls. The Company retains an independent registered public accounting firm, which is responsible for conducting independent audits of the Company's financial statements, the effectiveness of management's assessment of internal control over financial reporting, and the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing reports thereon.

In performing its duties, the Audit Committee has discussed the Company's financial statements, management's assessment of internal control over financial reporting, and the effectiveness of internal control over financial reporting with management and the Company's independent registered public accounting firm and, in issuing this report, has relied upon the responses and information provided to the Audit Committee by management and such accounting firm. For the fiscal year ended December 31, 2005, the Audit Committee (i) reviewed and discussed the audited financial statements, management's assessment of internal control over financial reporting, and the effectiveness of internal control over financial reporting with management and Ernst & Young LLP, the Company's independent registered public accounting firm; (ii) discussed with the independent registered public accounting firm the matters required to be disclosed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended; (iii) received and discussed with the independent registered public accounting firm the written disclosures and the letter from such accounting firm required by Independence Standards Board Statement No. 1, Independence Discussions with Audit Committees, as amended; and (iv) has discussed with the independent registered public accounting firm its independence. The Audit Committee met with representatives of the independent registered public accounting firm without management or other persons present on two occasions during 2005 and also prior to completion of the 2005 audit during 2006.

Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the annual report on Form 10-K for the fiscal year ended December 31, 2005, for filing with the SEC.


Audit Committee:
John W. Murrey, III, Chairman
James E. Hall, Member
Robert J. Sudderth, Jr., Member



The Compensation Committee

The functions of the Compensation Committee are to recommend toof the Board of Directors include establishing policies and plans concerning the salaries, bonuses, and other compensation of the senior executivesour executive officers. The Compensation Committee reviews all aspects of the Company, including reviewing thecompensation of our executive officers; approves salaries, of the senior executives; to recommend bonuses, stock options, and other forms of additional compensation for them; to establishsuch officers; establishes and reviewreviews policies regarding management perquisitesexecutive officer perquisites; and to performperforms such other duties as shall be delegated to the Compensation Committeeit by the Board of Directors. During 2005, Messrs. Sudderth, TaylorHall, Murrey, and HallSudderth served as the members of the Compensation Committee, with Mr. Sudderth serving as Chairman, during 2002.

Chairman. The Audit Committee met a totalon four occasions in 2005, and each member of five (5) times and the Compensation Committee met one (1) time duringattended at least 75% of all meetings. The 2005 Report of the year ended December 31, 2002.

DIRECTOR COMPENSATION

Directors who receive no other compensation fromCompensation Committee is set forth below under the Company receive a $12,500 annual retainer, $1,500 for each Board meeting attended, $1,500 for each committee meeting that is not held in conjunction with asection titled "Executive Compensation - Compensation Committee Report on Executive Compensation."


Director Nominations
Director Nomination Process

The Board of Directors meeting, and $500 for each telephonic meetinghas no standing nominating committee or any committee performing the functions of a nominating committee. The Board believes that, based on the role of the independent directors, as described below, it is not necessary to have a standing nominating committee at this time. On April 29, 2004, the Board approved a director nomination process, pursuant to which the independent directors of the Board recommend director nominees to the full Board for approval. In selecting director nominees, the independent directors take into account all factors they consider appropriate, which may include experience, accomplishments, education, understanding of Directorsour business and the industry in which we operate, specific skills, general business acumen, and personal and professional integrity. The directors believe continuity in leadership and board tenure will maximize the Board's ability to exercise meaningful board oversight. The independent directors will generally consider as potential candidates those incumbent directors interested in standing for reelection who the directors believe have satisfied director performance expectations, including regular attendance at, preparation for, and meaningful participation in board and committee meetings.

Under their policies, the independent directors also consider the following specific requirements:

·at all times, at least a majority of directors must be "independent" in the opinion of the Board as determined in accordance with NASD Rule 4200(a)(15);
·at all times, at least three (3) members of the Board must satisfy the heightened standards of independence for Audit Committee members; and
·at all times, the Board should have at least one member who satisfies the criteria to be designated by the Board as an "audit committee financial expert" and possesses the requite "financial sophistication."

Only nominees approved by a majority of the independent directors are recommended to the full Board for approval. The entire Board selects nominees for election as director from persons recommended by a majority of the independent directors and considers the performance of directors in determining whether to nominate them for reelection.



Stockholder Director Nominee Recommendations

It is generally the policy of the Board to consider stockholder recommendations of proposed director nominees if such recommendations are serious and timely received. To be timely, recommendations must be received in writing at our principal executive offices, 4080 Jenkins Road, Chattanooga, Tennessee 37421, at least 120 days prior to the anniversary date of mailing of our proxy statement for the prior year's annual meeting. For the 2007 annual meeting, the deadline for receiving stockholder recommendations of proposed director nominees will be December 4, 2006. In addition, any stockholder director nominee recommendation must include the following information:

·the proposed nominee's name and qualifications and the reason for such recommendation;
·the name and record address of the stockholder(s) proposing such nominee;
·the number of shares of our Class A and/or Class B common stock that are beneficially owned by such stockholder(s); and
·a description of any financial or other relationship between the stockholder(s) and such nominee or between the nominee and us or any of our subsidiaries.

In order to be considered by the Board, any candidate proposed by one or more stockholders will be required to submit appropriate biographical and other information equivalent to that required of all other director candidates.
Director Compensation

Effective May 5, 2005, we increased the annual retainer for our non-employee directors to $17,500 from $12,500. This increase had been approved on March 3, 2005. In addition, on March 10, 2006, we increased the annual retainer for our non-employee directors to $20,000 from $17,500. This increase will become effective on May 2, 2006. In addition to the annual retainer, non-employee directors receive $1,500 per Board of Directors' meeting attended in person (or separate committee meeting attended in person), and $500 per Board of Directors' meeting attended by telephone (or separate telephonic committee meeting). In accordance withWe also reimburse our non-employee directors for travel and other related expenses incurred in attending meetings. Non-employee directors have the termsoption to accept shares of our Class A common stock in lieu of the 1995 Non-Employee Directors Stock Awardannual retainer and Option Plan, withmeeting fees. If a non-employee director elects this option, the exceptionnumber of Mr. Hall, each of the current non-employee directors currently has electedshares issued to receive shares of the Company’s Class A Common Stocksuch director in lieu of cash compensation for his serviceis determined based on (i) the amount of the annual retainer divided by the fair market value of our Class A common stock on the Board. annual meeting date, and (ii) the amount of meeting fees divided by the fair market value of our Class A common stock on the date compensation is earned. Currently, Mr. Sudderth has opted to receive his board-related compensation in the form of stock.
In addition, each non-employee director is granted options to purchase 1,200 shares of our Class A Common Stockcommon stock on the date he is elected or re-elected. Optionsreelected. Such options are assigned at an exercise price equal to the fair market value of the Company’sour Class A Common Stockcommon stock as of the grant date and vest over a three-year period.

in equal increments of 400 shares on each of the first, second, and third anniversaries of the date of grant. Such options expire at the earlier of (i) ten (10) years from the date of grant; (ii) thirteen (13) months after the non-employee director ceases to serve as one of our directors due to death, incapacity, or retirement at or after the age of sixty-five (65); or (iii) at the time the non-employee director ceases to serve as one of our directors for any reason other than death, incapacity, or retirement at or after the age of sixty-five (65).


Directors who are our employees or employees of one of our subsidiaries do not receive compensation for board or committee service. We do, however, reimburse them for travel and other related expenses.


8
CERTAIN TRANSACTIONSTABLE OF CONTENTS

The


Our Executive Officers

Set forth below is certain information set forth herein briefly describes certain transactions betweenregarding our current executive officers and significant employees, with the Company and certain affiliated parties. The Company believes that the termsexceptions of these transactions are comparable to the terms that could be obtained from unaffiliated parties.

our Co-Chairmen, Messrs. Quinn and Fuller, together with the Quinn Family Partnership and the Fuller Family Partnership, own approximately 45% of Transcommunications, Inc. (“Transcom”). Beginning in 1999, the Company began utilizing Transcomwho are discussed above under "Nominees for over-the-road fuel purchases. The Company paid Transcom a fee of $252,692 for these services in 2002. Transcom also operates a debit card system through which long distance phone calls and Internet e-mail access can be debited to the customer’s account. The Company purchases 30 minutes per month of telephone time per tractor for its drivers through Transcom, in lieu of reimbursing drivers for telephone expenses. Total paymentsDirectorships." All executive officers are elected annually by the CompanyBoard of Directors.


Ray M. Harlin, 56, has served as our Executive Vice President of Finance and Chief Financial Officer since 1997. Mr. Harlin served as a director from 1997 until May 2004. Previously, Mr. Harlin served for 25 years in auditing and managerial positions and as a partner with Arthur Andersen LLP.

Jeffrey S. Wardeberg, 43, has served as our Executive Vice President of Operations since 2002 and Chief Operating Officer since March 2004. Previously, Mr. Wardeberg was Executive Vice President of Sales and Marketing from 2000 to Transcom in the year ended December 31, 2002, for such debit card servicesVice President of Sales and other telecommunications services were $682,730.

Four terminals used by the Company during 2002 are owned by Q&F Realty, LLC,Marketing from 1998 to 2000, Director of which Messrs. QuinnMarketing from 1996 to 1998, and Fuller own 100% of the membership interests. These terminals are leaseda Regional Sales Vice President from 1994 to the Company at, in management’s opinion, fair

- 7 -

market rent. In the aggregate, rental payments to these entities from the Company and its subsidiaries in the year ended December 31, 2002 were $926,572.

Substantially all of Messrs. Quinn and Fuller’s business time is spent1996. Mr. Wardeberg served on the Company’s businessBoard of Directors from 2003 to May 2004.


William K. Farris, 53, has served as Senior Vice President and affairs. In the caseGeneral Manager of eachour Dedicated Services Business Unit since 2002. Previously, Mr. Farris served as our Executive Vice President of the other companies in which Messrs. QuinnOperations, and Fuller own an interest, that company has other active, full-time management personnel who operate that company’s business.

The Company maintains a banking relationship with SunTrust Bank, Chattanooga, N.A. Robert J. Sudderth, Jr.president of our largest subsidiary, U.S. Xpress, Inc., a director of the Company, was Chairman and Chief Executive Officer of such bank until his retirement in 2003.

Lisa M. Pate, the daughter offrom 1996 to 2002. Mr. Quinn, is employed byFarris joined the Company as Vice President and General Counsel.

Brian Quinn, the son of Mr. Quinn, is employed by the Company as Vice President-Marketing Analysis and Sales Administration.

William E. Fuller, the son of Mr. Fuller, is employed as Operations Manager by the Company.

Stephen C. Fuller, the son of Mr. Fuller, is employed asCustomer Service in 1988, was named Vice President General Manager of Operations for our former subsidiary, Southwest Motor Freight, in 1992, and was named Vice President of Operations of U.S. Xpress, Direct, an operating unit of a wholly-owned subsidiary of the Company.

Inc. in 1993.


COMPLIANCE WITH REPORTING REQUIREMENTSSection 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934, and regulations of the Securities and Exchange Commission (“SEC”) thereunder, require the Company’s executiverequires our officers and directors, and persons who beneficially own more than 10% of the Company’s Common Stock, as well as certain affiliatesa registered class of such persons,our equity securities, to file initial reports of such ownership and transaction reports covering any changes in such ownership with the SEC and the National Association of Securities Dealers. Executive officers,SEC. Officers, directors, and persons owning moregreater than 10% of the Company’s Common Stockstockholders are required by SEC regulations to furnish the Companyus with copies of all such reportsSection 16(a) forms they file. Based solely on itsupon a review of the copies of such reports received by it and written representationsforms furnished to us, we believe that no other reports were required for such persons, the Company believes that, during fiscal year 2002, its executiveour officers, directors, and owners of moregreater than 10% of the Company’s Common Stockbeneficial owners complied with all such applicableSection 16(a) filing requirements applicable to them during the fiscal year ended December 31, 2005, except forthat a Form 4 for Robert J. Sudderth, Jr. with respect to shares of our Class A common stock granted on April 25, 2005, was not filed until May 3, Initial Statement2005. We make available copies of Beneficial OwnershipSection 16(a) forms that our directors and executive officers file with the SEC through our website at http://www.usxpress.com.

Code of Securities inadvertently filed late by Jeffrey S. WardebergEthics

Our Board of Directors has adopted a Code of Ethics that applies to all directors, officers, and employees, whether with us or one of our subsidiaries. The Code of Ethics includes provisions applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that constitute a Form 5 Annual Statements"code of Beneficial Ownershipethics" within the meaning of Securities inadvertently filed late by Cort J. Dondero and E. William Lusk, Jr.

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Item 406(b) of Regulation S-K. A copy of the Code of Ethics has been posted on our website at http://www.usxpress.com.




EXECUTIVE COMPENSATION AND OTHER INFORMATION


The following table sets forth information concerning the annual and long-term compensation paid or accrued to the Co-Chairmen of the Board, theour President, Chief Executive Officer, and three other most highly compensated executive officers, ofto whom we refer as the Company, and Cort J. Dondero, the Company’s Executive Vice President and Chief Operating Officer until his resignationnamed executive officers, for services to us in October 2002,all capacities for the twelve monthsfiscal years ended December 31, 2002, the twelve months ended December 31, 2001,2005, 2004, and the twelve months ended December 31, 2000.2003.

Summary Compensation Table

SUMMARY COMPENSATION TABLE

                             
Long-Term Compensation
Annual
CompensationAwardsPayouts
Securities
RestrictedUnderlying
StockOptions/LTIPAll Other
  Name andPeriodSalaryBonusAwardsSARsPayoutsCompensation
  Principal PositionEnding($)($)(1)($)(2)(#)($)($)(3)
Patrick E. Quinn  12/31/02   500,000   —   —   30,000   —   8,576 
Co-Chairman, President
  12/31/01   500,000   —   —   —   —   7,310 
And Treasurer
  12/31/00   500,000   —   —   —   —   4,802 
Max L. Fuller  12/31/02   500,000   —   —   30,000   —   13,067 
Co-Chairman, Vice
  12/31/01   500,000   —   —   —   —   9,068 
President
  12/31/00   500,000   —   —   —   —   3,403 
And Secretary
                            
Ray M. Harlin  12/31/02   260,000   —   —   18,000   —   5,500 
Executive Vice President —
  12/31/01   260,000   —   —   —   —   5,250 
Finance and Chief
  12/31/00   247,500   —   80,625   75,000   —   5,250 
Financial Officer
                            
Cort J. Dondero(4)  12/31/02   281,250   —   —   18,000   —   61,250(5)
Executive Vice President —
  12/31/01   334,721   50,000   —   —   —   5,250 
And Chief Operating
  12/31/00   162,500   —   403,125   100,000   —   — 
Officer
                            
E. William Lusk, Jr.  12/31/02   210,000   —   —   9,000   —   5,500 
President — Xpress Global
  12/31/01   214,038   —   —   —   —   5,170 
Systems, Inc.
  12/31/00   210,000   —   —   15,000   —   4,960 
Jeffrey S. Wardeberg  12/31/02   170,000   —   —   9,000   —   4,265 
Executive Vice President —
  12/31/01   169,038   —   —   7,500   —   5,250 
Operations
  12/31/00   142,692   —   —   10,000   —   4,337 

   Long-Term Compensation  
   Annual CompensationAwards Payouts  
 
Name
and
Principal Position
Year 
Salary
($) 
 
Bonus
($)
Other Annual Compen-
sation (1)
($) 
Restricted
Stock Award(s)
($) 
Securities Underlying Options/
SARs
(#)
 
LTIP
Payouts
($)
 
All Other
Compen-
sation (2)
($)
Patrick E. Quinn
 
Co-Chairman,
President, and
Treasurer
 
2005
2004
2003
$734,615
$669,231
$500,000
-
$150,000
-
-
-
-
-
-
-
-
50,000
-
-
-
-
        $24,941
        $20,036
        $10,417
Max L. Fuller
 
Co-Chairman, Chief
Executive Officer,
Secretary, and
President - Xpress
Global Systems, Inc.
 
2005
2004
2003
$734,615
$669,231
$500,000
-
$150,000
-
-
-
-
-
-
-
-
50,000
-
-
-
-
        $18,773
        $15,403
        $17,776
Ray M. Harlin
 
Executive Vice
President - Finance
and Chief Financial
Officer
 
2005
2004
2003
$328,461
$325,000
$260,000
$ 50,000
$ 26,000
-
-
-
-
-
-
-
-
15,000
-
-
-
-
        $ 6,300
        $ 6,150
        $ 6,000
Jeffrey S. Wardeberg
 
Executive Vice
President -
Operations
 
2005
2004
2003
$313,846
$288,654
$225,000
-
$ 22,500
-
-
-
-
-
-
-
-
20,000
-
-
-
-
        $ 1,617
        $ 1,605
        $ 2,120
William K. Farris
 
Senior Vice
President and
General Manager of Dedicated Strategic
Business Unit
 
2005
2004
2003
$214,200
$218,077
$210,808
-
$  3,000
-
-
-
-
-
-
-
-
3,000
-
 
-
-
-
 
        $ 6,300
        $ 6,150
        $ 6,000
____________________________
(1)
(1) Pursuant to Mr. Dondero’s employment agreement withNo named executive officer received perquisites or other personal benefits in an amount exceeding the Company, Mr. Dondero was paid a bonuslesser of $50,000 in the twelve-month period ended 12/31/01.or 10% of such named executive officer's salary and bonus for periods presented or any other compensation required to be disclosed as "other annual compensation."
 
(2) Mr. Harlin was granted 10,000 shares of restricted Class A Common Stock and Mr. Dondero was granted 50,000 shares of restricted Class A Common Stock on July 1, 2000. The restrictions on one-fifth of these shares lapse at each of the first, second, third, fourth and fifth anniversary dates of issuance. All restricted shares are entitled to voting rights and to receive dividends, if any, as and when declared. Using the closing price of the Company’s Common Stock as reported on the Nasdaq National Market at December 31, 2002, the value of the restricted shares held by Mr. Harlin at December 31, 2002 for which the restrictions had not lapsed was $52,560. Mr. Dondero did not hold any restricted shares at December 31, 2002.
 
(3) 
(2)
Amounts in the twelve-month period ended 12/31/02fiscal year 2005 represent the Company’sour contributions of $6,300, $6,300, $6,300, $1,617, and $6,300 to the accounts under our 401(k) Plan of $2,500, $4,327, $5,500, $4,265, and $5,170 for each ofplan held by Messrs. Quinn, Fuller, Harlin, Wardeberg, and Lusk,Farris, respectively, and life insurance premiums of $6,076$18,641 and $8,740$12,473 paid by the Companyus for Messrs. Quinn and Fuller, respectively. Amounts in the twelve-month period ended 12/31/01fiscal year 2004 represent the Company’sour contributions of $3,346, $6,150, $6,150, $1,605, and $6,150 to the accounts under our 401(k) Plan of $2,500, $2,500, $5,250, $5,250, $5,250 and $5,170 for each ofplan held by Messrs. Quinn, Fuller, Harlin, Dondero, Wardeberg, and Lusk,Farris, respectively, and life insurance premiums of $4,810$16,690 and $6,568$9,253 paid by the Company

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us for Messrs. Quinn and Fuller, respectively. Amounts in the twelve-month period ended 12/31/00fiscal year 2003 represent the Company’sour contributions of $2,500, $5,000, $6,000, $2,120, and $6,000 to the accounts under our 401(k) Plan of $2,500, $2,500, $5,250, $4,337 and $4,960 for each of plan held by




Messrs. Quinn, Fuller, Harlin, Wardeberg, and Lusk,Farris, respectively, and life insurance premiums of $2,302$7,917 and $903$12,776 paid by the Companyus for Messrs. Quinn and Fuller, respectively.
(4) Mr. Dondero was appointed Executive Vice President We participate in a second-to-die split-dollar life insurance policy arrangement with the Co-Chairmen. Pursuant to the arrangement, we are the owner of certain life insurance policies on the lives of the Co-Chairmen and Chief Operating Officer effective July 1, 2000.
(5) Represents moneytheir spouses. We pay the premiums on such policies and will be reimbursed for the payment of such premiums from the proceeds of the policies. The portion of the life insurance premiums treated as compensation to the Co-Chairmen is reflected in the "All Other Compensation" column of the Summary Compensation Table as disclosed above. During 2005, we paid to Mr. Dondero pursuant to his employment agreement following his resignation on October 31, 2002.aggregate life insurance premiums of $160,630 and $162,192 for Messrs. Quinn and Fuller, respectively. The insurance coverage under such policies is approximately $30.0 million for each of the Co-Chairmen.


OPTION/Option/SAR GRANTSGrants in Last Fiscal Year


We did not grant any stock options or stock appreciation rights ("SARs") to any of the named executive officers in the fiscal year ended December 31, 2005.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

The following table sets forth information with respect todemonstrates the named executives concerning options granted during2005 fiscal 2002:

Options/SAR Grants In Last Fiscal Year

                         
Individual Grants
Potential Realizable Value  
Percent ofof Assumed Annual Rates  
Number ofTotal Optionsof Stock Price
SecuritiesGranted toAppreciation  
UnderlyingEmployeesExercise orfor Option Term (a)  
Options Grantedin FiscalBase PriceExpiration
  Name(#)Year($/Share)Date5%($)10%($)
Patrick E. Quinn  30,000   11.8%  11.50   5/15/2012   216,900.00   549,900.00   
Max L. Fuller  30,000   11.8%  11.50   5/15/2012   216,900.00   549,900.00   
Cort J. Dondero  18,000   7.1%  11.50   5/15/2012   130,140.00   130,140.00   
Ray M. Harlin  18,000   7.1%  11.50   5/15/2012   130,140.00   130,140.00   
E. William Lusk, Jr.   9,000   3.5%  11.50   5/15/2012   65,070.00   164,970.00   
Jeffrey S. Wardeberg  9,000   3.5%  11.50   5/15/2012   65,070.00   164,970.00   
(a)The assumed annual ratesyear-end value of appreciation of five and ten percent on the market price of the Company’s Class A Common Stock at the date the options were granted would result in the Company’s Common Stock price per share increasing as follows, during the option term:

         
Annual Rate of Stock
Appreciation for
Option Term
Five PercentTen Percent
  
  Options issued at $11.50 exercise price $18.73  $29.83 
(b)The Company did not grant any stock appreciation rights (“SAR’s”) during fiscal 2002.

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OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the named executives concerning the exercise of options during the twelve months ended December 31, 2002 and unexercised options held asby the named executive officers. None of December 31, 2002:

Aggregated Exercises In Last Year And 2002 Year-End Option Values

the named executive officers exercised options during 2005. 

 
Shares
Acquired
on
Exercise
Value
Realized
Number of Securities
Underlying Unexercised
Options/SARs
at Fiscal Year-End
(#)
Value of Unexercised
In-the-Money
Options/SARs at Fiscal
Year End (1) ($)
Name(#)($)ExercisableUnexercisableExercisableUnexercisable
Patrick E. Quinn--80,000              -349,600            -
Max L. Fuller--80,000              -349,600            -
Ray M. Harlin--166,000              -935,795            -
Jeffrey S. Wardeberg--54,000              -322,443            -
William K. Farris--30,000              -149,200            -
____________________________
Shares
Number of SecuritiesValue of Unexercised
AcquiredValueUnderlying Unexercised OptionsIn-the-Money Options
on ExerciseRealizedAt 12/31/02(#)at 12/31/02($)(1)
(#)($)Exercisable / UnexercisableExercisable / Unexercisable
Patrick E. Quinn——0 / 30,0000 /      0
Max L. Fuller——0 / 30,0000 /      0
Cort J. Dondero——40,000 / 78,00027,900 / 41,850
Ray M. Harlin——90,500 / 60,50042,200 / 49,175
E. William Lusk, Jr.——72,521 / 16,500185,365 / 16,950
Jeffrey S. Wardeberg——14,375 / 19,62514,834 / 21,903Based on the $17.37 closing price of our Class A common stock on December 30, 2005. 

(1) The value of unexercised in-the-money options was computed using the closing price of the Company’s Common Stock of $8.76 as reported on the Nasdaq National Market at December 31, 2002.


Effective October 25, 2005, our Board of Directors approved the accelerated vesting of certain outstanding stock options previously granted under our 2002 Stock Incentive Plan. As a result, all unvested options granted thereunder before October 25, 2005 were accelerated, except options held by our non-employee directors and certain recently hired employees. Accordingly, options to purchase 124,802 shares of our Class A common stock held by the named executive officers, having a weighted average exercise price of $13.23, which otherwise would have vested from time to time over the sixteen (16) months following the acceleration date, became fully vested and immediately exercisable. The accelerated vesting of these options is reflected in the table above.

SALARY CONTINUATION AGREEMENTThe Board's decision was based upon a recommendation of our Compensation Committee (consisting entirely of independent, non-employee directors), and was in accordance with the applicable provisions of our 2002 Stock Incentive Plan. Primarily, it was intended to eliminate or reduce our compensation expense relating to such options that otherwise we would have been expected to record in our statements of operations upon the adoption of Statement of Financial Accounting Standards No. 123,

Accounting for Stock-Based Compensation, as amended ("SFAS 123R"), promulgated by the Financial Accounting Standards Board. SFAS 123R has become effective for us beginning in the first quarter of 2006, and requires that compensation expense associated with stock options be recognized in our statements of operations, rather than as a footnote disclosure to our consolidated financial statements. We believe the acceleration decision to be in the best interest of the Company and our stockholders.


We do not have a long-term incentive plan or a defined benefit or actuarial plan and have never issued any SARs.


Employment Agreements

We currently do not have any employment, severance, or change-in-control agreements with any of our executive officers, except for salary continuation agreements with Messrs. Quinn and Fuller have each entered into an agreement with the Company pursuantFuller. Pursuant to which the Company isthese agreements, we are obligated, in the event of either of their deaths, to continue paying 50% of their current salarybase compensation for a period of six (6) months, and, in the event of either of their disabilities, to continue paying their current salarybase compensation in full for a period of twelve (12) months and 50% of their current salarybase compensation for an additional twelve (12) months thereafter. The salary continuation agreements also provide that Messrs. Quinn and Fuller will receive payments on account of personal guarantees of Companyour indebtedness if either of them or their estates personally guaranteeguarantees any Companyof our indebtedness.


EMPLOYMENT AGREEMENTCompensation Committee Interlocks and Insider Participation

Cort J. Dondero


In 2005, our Compensation Committee was employedcomprised of Messrs. Hall, Murrey, and Sudderth, with Mr. Sudderth serving as Chairman. No member of the Company’s Executive Vice President and Chief Operating OfficerCompensation Committee is or has been an officer or employee of ours or any of our subsidiaries, or has or had any relationship with us requiring disclosure pursuant to Item 404 of Regulation S-K.

During 2005, none of our executive officers served as a member of the termsboard of an employment agreement from July 1, 2000 until his resignationdirectors or compensation committee (or other committee performing equivalent functions) of any entity that had one or more executive officers serving as a member of our Board of Directors.

See "Certain Relationships and Related Transactions" below for a description of certain transactions between us and other members of the Board of Directors, our executive officers, and their affiliates.

Compensation Committee Report on October 31, 2002. PursuantExecutive Compensation

The Compensation Committee Report on Executive Compensation and the performance graph appearing later in this proxy statement shall not be deemed to be "filed" with the SEC or to be incorporated by reference into any filing made by us under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any filing incorporating this proxy statement by reference, except to the agreement, Mr. Dondero received an annual base salary of $325,000 and annual allowances for automobile expenses, certain club dues and the purchase of life and disability insurance. In addition, Mr. Dondero had the opportunity to earn an annual performance bonus and was entitled to participate in the Company’s group health and other benefit plans on the same basis as other employees. Pursuant to the termsextent we incorporate this report or graph by specific reference.

The Compensation Committee of the agreement, Mr. Dondero will receive 100%Board of his base salary until October 31, 2003. In connection with Mr. Dondero’s initial employment,Directors has furnished the agreement providedfollowing report on executive compensation:

Compensation Committee Report on Executive Compensation for the grant of 50,000 shares of restricted Class A Common Stock and an option to purchase 100,000 shares of Class A Common Stock at $8.0625 per share (the market price on the date of grant), with vesting over five years, under the Company’s 1993 Incentive Stock Plan. In accordance with the terms of the restricted stock award, the Company elected to repurchase 30,000 shares of the restricted Class A Common Stock from Mr. Dondero on October 31, 2002. Under the terms of the agreement, Mr. Dondero has agreed not to compete with the Company for a period of 12 months following any termination of his employment.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS2005


The Compensation Committee of the Board of Directors is responsible for establishing the Company's compensation program and recommendingpolicies, including those applicable to the Board of Directors the Company’s general compensation policies.Company's President, Chief Executive Officer, and other executive officers. The Compensation Committee also administers the Company’sCompany's incentive stock plans and Xpre$$avings 401(k) Plan. During 2002,2005, the Compensation Committee was composed of three members, each of whom is an independent, non-employee director.

Compensation Philosophy. The Compensation Committee seeks to provide fixed and incentivebelieves that compensation of the Company’sCompany's executive officers that reflectsshould be administered in accordance with a pay-for-performance philosophy to link executive compensation with the performance of the Company and each individual’s performanceindividual executive officer, as well as the Company's values, objectives, business strategy, and the Company’s overall performance.management incentives. The Company's executive compensation has two major components, fixed and incentive. Fixed compensation is designed to attract, motivate, and retain executives committed to

- 11 -

maximizing return to stockholders and be competitive with the compensation levels of executives holding comparable positions and having similar qualifications in comparable transportation companies and in companies of similar size. Incentive compensation is designed to provide rewards that are closely linked to the Company’sperformance of the Company and individual’s performanceeach individual and to align the interests of the Company’sCompany's employees with those of its stockholders, taking due account of strategic achievements and management success in improving financial return to stockholders. Incentive compensation is provided through the Company’sCompany's incentive compensation plan, incentive stock plans, employee stock purchase plan, and through existing stock options held by certain executive officers.


Compensation of Executive Officers. During the twelve monthsfiscal year ended December 31, 2002,2005, the fixed and incentive compensation levels of the Co-ChairmenCompany's executive officers were reviewed by the Compensation Committee. In reviewing and determining the base pay and other compensation of executive officers for 2005, the Compensation Committee reviewed and no increase was recommended.considered:



·compensation information disclosed by comparable transportation companies and companies of similar size;
·the financial performance of the Company, as well as the role and contribution of particular executives with respect to such performance;
·non-financial performance related to the individual executive's contributions; and
·the particular executive's stock holdings.

As a result of these considerations, the Compensation Committee approved the following changes to executive base pay: Ray M. Harlin received a $35,000 raise in his base pay; Jeffrey S. Wardeberg received a $35,000 raise in his base pay; and William K. Farris received a $4,000 raise in his base pay. Due to the fact that the Company did not meet its performance goals for 2005, the Compensation Committee did not award cash bonuses to any executive officers, with the exception of Mr. Harlin, who received a $50,000 bonus in recognition of his dedicated service and a significant expansion of his responsibilities in connection with the acquisitions of, and financings for, Arnold and Total. The Company's performance goals for 2005 were based primarily on earnings per share. The Compensation Committee seeksalso decided not to maintain strong incentives foraward any equity compensation in 2005.

Compensation of President and Chief Executive Officer. In addition to the Co-Chairmen to maximize financial performance. As holders of approximately 57.3%factors identified above in connection with compensation of the Company’sCompany's executive officers, the Compensation Committee considered the following in establishing compensation of the Company's President and its Chief Executive Officer for 2005:

·the increasing demands associated with the Company's size and growth, including its investments in Arnold and Total;
·the President's and the Chief Executive Officer's effectiveness in building organizational talent and depth, and executing the Company's growth strategy; and
·the compensation of the chief executive officers of other publicly traded truckload carriers and non-trucking companies of similar size.

In light of the foregoing, the Compensation Committee approved a $100,000 raise in Patrick E. Quinn's and Max L. Fuller's respective base pay. However, no cash bonuses were awarded to either of the President or the Chief Executive Officer, because the Company did not meet its 2005 performance goals, which were primarily based on earnings per share. The Compensation Committee also decided not to award any equity compensation in 2005.

Because the most senior executive officers of the Company each have substantial holdings of the Company's Class A and/or Class B common stock or stock options, corporate performance directly affects these executive officers. The Compensation Committee believes that stock ownership by the Company's most senior executive officers aligns the interests of management with the interests of stockholders in the enhancing of stockholder value. The Company's stock option programs are intended to enable executives to develop and maintain a significant, long-term stock ownership position in the Company's Class A common stock, and the Compensation Committee believes that such plans are an effective tool for accomplishing this objective. The Compensation Committee believes that the mix of fixed and incentive (particularly stock-based) executive compensation described above provides a balanced approach that will enable the Company to attract and retain highly qualified executives, reward such executives for their contribution to the Company's growth and profitability, and ensure that the incentives of the Company's executives are aligned with the best interests of the Company's stockholders.

Compensation Committee:
Robert J. Sudderth, Jr., Chairman
James E. Hall, Member
John W. Murrey, III, Member


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth, as of March 6, 2006, the number and percentage of outstanding shares of our Class A and Class B common stock beneficially owned by each person known by us to beneficially own more than 5% of such stock, by each of our directors and named executive officers, and by all of our directors and executive officers as a group. We had issued and outstanding approximately 12,257,367 shares of Class A and 3,040,262 shares of Class B common stock as of March 6, 2006.

Title of Class
Name and Address of Beneficial Owner (1)
Amount and
Nature of
Beneficial
Ownership (2)
Percent of Class (3)
Class A & Class B
Common
Patrick E. Quinn
2,967,217 (4)            
11.73% of Class A
50% of Class B
19.30% of Total (5)
Class A & Class B
Common
Max L. Fuller
2,793,813 (6)            
10.32% of Class A
50% of Class B
18.17% of Total (7)
Class A CommonJames E. Hall4,000                 *
Class A CommonJohn W. Murrey, III1,600                 *
Class A CommonRobert J. Sudderth, Jr.20,788                 *
Class A CommonRay M. Harlin202,611                 
1.63% of Class A
1.31% of Total
Class A CommonJeffrey S. Wardeberg55,816                 *
Class A Common
William K. Farris
30,000                 *
Class A Common
Barclays Global Investors, NA and Barclays Global Fund Advisors (8)
850,550                 
6.94% of Class A
5.56% of Total
Class A & Class B
Common
All directors and executive officers as a group
(8 persons)
6,075,845                 38.65% of Total

____________________________

*Less than 1% of Class A common stock.

(1)
The business address of each director and named executive officer is 4080 Jenkins Road, Chattanooga, Tennessee 37421.
(2)
Beneficial ownership includes sole voting power and sole investment power with respect to such shares unless otherwise noted and subject to community property laws where applicable. In accordance with Rule 13d-3(d)(1) under the Exchange Act, the number of shares indicated as beneficially owned by a person includes shares of Class A common stock underlying options that are currently exercisable or will be exercisable within 60 days following March 6, 2006, held by the following individuals: Mr. Quinn - 80,000 shares; Mr. Fuller - 80,000 shares; Mr. Harlin - 166,000 shares; Mr. Hall - 4,000 shares; Mr. Murrey - 1,600 shares; Mr. Sudderth - 7,600 shares; Mr. Wardeberg - 54,000 shares; and Mr. Farris - 30,000 shares. Share amounts include shares of Class A common stock allocated to the accounts of the following individuals under our 401(k) plan: Mr. Quinn - 1,231 shares; Mr. Fuller - 9,848 shares; and Mr. Harlin - 7,504.
(3)
Shares of Class A common stock underlying stock options that are currently exercisable or will be exercisable within 60 days following March 6, 2006, are deemed to be outstanding for purposes of computing the percentage ownership of the person holding such options and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.




(4)
Comprised of 1,447,086 shares of Class A common stock and 1,520,131 shares of Class B common stock. Does not include 300,000 shares of Class A common stock held by the Quinn Family Partnership, as to which shares Mr. Quinn disclaims beneficial ownership. Mr. Quinn's spouse is the general partner of the Quinn Family Partnership.
(5)
Based on the aggregate number of shares of Class A and Class B common stock held by Mr. Quinn. The Class A common stock is entitled to one (1) vote per share, and the Class B common stock is entitled to two (2) votes per share. Mr. Quinn beneficially owns shares of Class A and Class B common stock with 24.36% of the voting power of all outstanding voting shares.
(6)
Comprised of 1,273,682 shares of Class A common stock and 1,520,131 shares of Class B common stock. Does not include 344,916 shares of Class A common stock held by the Fuller Family Partnership, as to which shares Mr. Fuller disclaims beneficial ownership. Mr. Fuller's spouse is a general partner of the Fuller Family Partnership.
(7)
Based on the aggregate number of shares of Class A and Class B common stock held by Mr. Fuller. The Class A common stock is entitled to one (1) vote per share and the Class B common stock is entitled to two (2) votes per share. Mr. Fuller beneficially owns shares of Class A and Class B common stock with 23.42% of the voting power of all outstanding voting shares.
(8)
The principle business address of Barclays Global Investors, NA and Barclays Global Fund Advisors is 45 Fremont Street, San Francisco, California 94105. Barclays Global Investors, NA and Barclays Global Fund Advisors report that they have sole voting power over, respectively, 669,075 and 106,260 shares, and sole dispositive power over, respectively, 744,290 and 106,260 shares, of our Class A common stock. The reported information is based solely upon the Schedule 13G filed by Barclays Global Investors, NA and Barclays Global Fund Advisors with the SEC on January 27, 2006, in which these entities reported the beneficial ownership of 6.04% and 0.86%, respectively, of our Class A common stock.



STOCK PERFORMANCE GRAPH

FIVE-YEAR CUMULATIVE TOTAL RETURNS PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return of our Class A common stock with the cumulative total stockholder return of Nasdaq (U.S. Companies) and the Nasdaq Trucking & Transportation Stocks commencing December 29, 2000, and ending December 31, 2005.

The stock performance graph assumes $100 was invested on December 29, 2000. There can be no assurance that our stock performance will continue into the future with the same or similar trends depicted in the graph above. We will not make or endorse any predictions as to future stock performance. The CRSP Index for Nasdaq Trucking & Transportation Stocks includes all publicly held truckload motor carriers traded on Nasdaq, as well as all Nasdaq companies within the Standard Industrial Code Classifications 3700-3799, 4200-4299, 4400-4599, and 4700-4799 US & Foreign. We will provide the names of all companies in such index upon request.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have adopted a policy that transactions with affiliated persons or entities must be reviewed and pre-approved by our Audit Committee on an ongoing basis.

The information set forth herein briefly describes certain transactions between us and certain affiliated parties. We believe that the terms of these transactions are comparable to the terms that could be obtained from unaffiliated parties.

Innovative Processing Solutions/Transcommunications. Messrs. Quinn and Fuller have substantial incentives to maximize value to stockholdersand certain partnerships controlled by their families own 100% of the Company.

Submittedoutstanding common stock of Innovative Processing Solutions, a company that purchased the assets of Transcommunications, Inc. We utilize IPS charge cards for over-the-road fuel purchases, driver advances, and driver payroll. We paid IPS and Transcommunications an aggregate of approximately $411,000 in fees for these services in 2005. IPS also provides communications services to us and our drivers. As of December 31, 2005, we owed IPS approximately $3,000 for such services.


Leased Facilities. An office and a terminal in Tunnel Hill, Georgia, and a terminal in Oklahoma City, Oklahoma, used by the Compensation Committeeus during 2005 are owned by Q&F Realty, LLC, of which Messrs. Quinn and Fuller own 100% of the Company’s Boardmembership interests. These facilities are leased to two of Directors,

Robert J. Sudderth, Jr., Chairman

A. Alexander Taylor, II, Member
James E. Hall, Member

Compensation Committee Interlocks and Insider Participation

Mr. Fuller, Co-Chairman ofour operating subsidiaries at, in management's opinion, fair market rent. In the Board and Vice President of the Company, is a director of SunTrust Bank, Chattanooga, N.A. Robert J. Sudderth, Jr., a director of the Company, was Chairman and Chief Executive Officer of SunTrust Bank, Chattanooga, N.A., until his retirementaggregate, rental payments to Q&F from such subsidiaries in 2003.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

During 2002, the Audit Committee of the Board of Directors was composed of three members, each of whom is an independent, non-employee director. The Audit Committee operates under a Written Charter adopted by the Board of Directors. While the Committee has the responsibilities and powers set forth in its Written Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are prepared in accordance with generally accepted accounting principles. These functions are conducted by the Company’s management and its independent accountants. The Committee has reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, 2002 (“Audited Financial Statements”).2005, were approximately $932,000.


Substantially all of Messrs. Quinn and Fuller's business time is spent on our business and affairs. In addition, we have discussed withthe case of each of the other companies in which Messrs. Quinn and Fuller own an interest, such company has other active, full-time management personnel who operate its business.

Certain Family Relationships. Lisa M. Pate, the daughter of Mr. Quinn, is employed by us as Vice President and General Counsel. Patrick Brian Quinn, the son of Mr. Quinn, is employed by us as Vice President - Marketing Analysis and Sales Administration. William E. Fuller, the son of Mr. Fuller, is employed as Vice President and General Manager of Xpress Direct. Stephen C. Fuller, the son of Mr. Fuller, was employed as Vice President General Manager of Xpress Direct from January 2004 until February 3, 2005 and as President of Xpress Global Systems from February 3, 2005 until August 1, 2005. During 2005, these four individuals received aggregate compensation from us in the amount of $648,427.



RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The principal independent registered public accounting firm utilized by us during fiscal 2005 was Ernst & Young, LLP, thewhich has served as our independent auditingregistered public accounting firm for the Company, the matters required by Codification of Statements on Auditing Standards No. 61 (“SAS 61”).

The Committee also has received the written report, disclosure and the letter from Ernst & Young, LLP required by Independence Standards Board (“ISB”) Statement No. 1, and we have reviewed, evaluated, and discussed with Ernst & Young, LLP, its written report and its independence from the Company. We also have discussed with management of the Company and the auditing firm such other matters and received such assurances from them as we deemed appropriate.

Based on the foregoing review and discussions and relying thereon, we have recommended to the Company’s Board of Directors the inclusion of the Audited Financial Statements in the Company’s Annual Report for the year ended December 31, 2002 on Form 10-K, to be filed with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Company’s Board of Directors,

A. Alexander Taylor, II, Chairman

Robert J. Sudderth, Jr., Member
James E. Hall, Member

- 12 -

COMPANY PERFORMANCE

The following graph shows a comparison of cumulative total returns to stockholders of the Company, assuming reinvestment of dividends, for the period commencing on December 31, 1997, including the last trading day of each succeeding quarter, and ending on the last trading day of 2002, with the return from: (i) the NASDAQ U.S. Index and (ii) an Index for NASDAQ stocks in the Trucking and Transportation Standard Industrial Classification.

Cumulative Value of $100

Based on 5 Year Quarterly Compounded Returns

(PERFORMANCE GRAPH)

             
NASDAQ
US XPRESSNASDAQ USTRANSPORTATION
12/30/1997 $100.00  $100.00  $100.00 
3/30/1998 $93.79  $117.04  $113.38 
6/30/1998 $75.71  $120.26  $106.74 
9/30/1998 $55.36  $108.51  $77.45 
12/30/1998 $67.79  $141.01  $90.37 
3/30/1999 $52.54  $158.14  $89.24 
6/30/1999 $48.31  $172.99  $107.90 
9/30/1999 $26.27  $177.30  $87.46 
12/30/1999 $33.33  $262.06  $86.12 
3/30/2000 $39.83  $294.19  $99.04 
6/30/2000 $36.44  $255.80  $82.26 
9/30/2000 $28.53  $235.39  $75.60 
12/30/2000 $25.14  $157.62  $78.28 
3/30/2001 $27.68  $117.66  $75.97 
6/30/2001 $31.86  $138.67  $92.30 
9/30/2001 $24.63  $96.21  $71.48 
12/30/2001 $40.94  $125.08  $92.58 
3/30/2002 $54.67  $118.38  $105.31 
6/30/2002 $59.24  $93.95  $103.68 
9/30/2002 $44.19  $75.25  $81.57 
12/31/2002 $39.58  $85.84  $94.20 

- 13 -

PROPOSAL 2:     RATIFICATION OF APPOINTMENT OF AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors appointed Ernst & Young LLP, independent public accountants, to serve as the Company’s auditors for the year ending December 31, 2003. Although stockholder ratification is not required by the Company’s articles of incorporation or by-laws, or under applicable law, the Board of Directors requests stockholder ratification.

A representativesince May 2002. Representatives of Ernst & Young LLP willare expected to be present at the Annual Meetingannual meeting, to be available to respond to appropriate questions raised by stockholders, and will be given an opportunity to make a statement if he desires, and to respond to appropriate questions.

On May 17, 2002, the Board of Directors, upon recommendation of itsthey desire. The Audit Committee madehas not yet selected a determination not to engage Arthur Andersen LLP (“Arthur Andersen”) asprincipal accountant for the Company’s independent public accountantscurrent year.


Principal Accounting Fees and engaged Services

Ernst & Young LLP to serve asbilled us the Company’s independent public accountantsfollowing amounts for services provided in the fiscal year 2002.

Arthur Andersen’s reports on the Company’s consolidated financial statements for each offollowing categories during the fiscal years ended December 31, 20012005 and December 31, 2000 did not contain an adverse opinion or disclaimer2004, all of opinion, norwhich were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2001 and December 31, 2000 and the interim period between December 31, 2001 and May 17, 2002, there were no disagreements between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen’s satisfaction, would have caused them to make referenceapproved by our Audit Committee pursuant to the subject matterprocedures described below:


  
Fiscal 2005
 
Fiscal 2004
 
Audit Fees(1)
  $668,150  $880,700 
Audit-Related Fees(2)
  55,128  43,000 
Tax Fees(3)
  19,447  68,822 
All Other Fees(4)
  3,000  3,000 
Total
  $745,725  $995,522 
_____________________

(1)
Represents the aggregate fees billed for professional services rendered by Ernst & Young for the audit of our annual financial statements, audit of management's assessment of the effectiveness of internal control over financial reporting, audit of the effectiveness of internal control over financial reporting, review of financial statements included in our quarterly reports on Form 10-Q, review of our fourth quarter 2004 Registration Statement on Form S-3, comfort letters, consents, and services that are normally provided by an independent registered public accounting firm in connection with statutory or regulatory filings or engagements for those fiscal years.
(2)
Represents the aggregate fees billed for assurance and related services by Ernst & Young for the audit of our Xpre$$avings 401(k) Plan, accounting consultation related to acquisitions, and services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees."
(3)
Represents the aggregate fees billed for professional services rendered by Ernst & Young for tax compliance, tax advice, and tax planning.
(4)
Represents fees for a subscription to a technical service provided by Ernst & Young.

Our Audit Committee maintains a policy pursuant to which it pre-approves all audit services to be performed by our independent registered public accounting firm in order to assure that the provision of such services is compatible with maintaining the firm's independence. In addition, our Audit Committee has pre-approved up to $50,000 of fees related to accounting consultation, and has pre-approved up to $50,000 of fees related to tax consulting. A summary report of such fees is reviewed by the Audit Committee on a quarterly basis. The Chairman of the disagreementAudit Committee also has the power to approve any auditor fees up to an aggregate of $50,000 in connection with their report onaddition to the Company’s consolidated financial statements for such periods. Additionally, during such periods therefees set forth above. Any auditor fees above the foregoing amounts must be approved by the Audit Committee. No audit-related, tax, or other non-audit services were no reportable events as defined in Item 304(a)(1)(v)approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement under Rule 2-01(c)(7)(i)(C) of Regulation S-K.

The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 to the Company’s Current Report on Form 8-K dated May 23, 2002, is a copy of Arthur Andersen’s letter, dated May 17, 2002, stating its agreement with such statements.

During the fiscal years ended December 31, 2001 and December 31, 2000 and through May 23, 2002, the Company did not consult Ernst & Young LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Audit Fees

The aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements forS-X during the fiscal year ended December 31, 2005.




INTRODUCTORY NOTE TO PROPOSAL 2

We use a combination of fixed and incentive compensation to attract, motivate, and retain our executive officers, directors, employees, and consultants. Historically, incentive compensation has been comprised of cash bonuses and stock option grants. In furtherance of this approach, we have maintained several equity-based incentive plans since becoming a public company in 1994. Our original 1993 Incentive Stock Plan (the "1993 Stock Plan") was supplemented in 1995 by the adoption of our 1995 Non-Employee Directors Stock Award and Option Plan (the "1995 Non-Employee Directors Plan"). In 2002, the 1993 Stock Plan was replaced with our 2002 Stock Incentive Plan (the "2002 Stock Plan"), and in 2003, the reviews1995 Non-Employee Directors Plan was replaced with our 2003 Non-Employee Directors Stock Award and Option Plan (the "2003 Non-Employee Directors Plan").

Since May 2002, all equity-based incentive compensation awarded to our executive officers and employees has been granted under the 2002 Stock Plan. A total of 1,000,000 shares of Class A common stock are reserved for awards under the financial statements included in2002 Stock Plan. Of these 1,000,000 shares, as of March 6, 2006, 424,277 shares are subject to issued and outstanding option grants. The 2002 Stock Plan is scheduled to expire on May 14, 2012. Since May 2003, all stock options and stock awards given to our non-employee directors have been granted under the Company’s Forms 10-Q2003 Non-Employee Directors Plan. A total of 50,000 shares of Class A common stock are reserved for fiscal year 2002 were $146,200.

Financial Information Systems Design and Implementation Fees

The Company’s principal accountant did not perform any financial information systems design and implementation servicesawards under the 2003 Non-Employee Directors Plan. Of these 50,000 shares, as of March 6, 2006, 10,800 shares remain available for the Company for fiscal year 2002.

All Other Fees

The aggregate fees billed for all other non-audit services rendered to the Company by its principal accountant for fiscal year 2002 were $77,050.

The Audit Committee has determined that the provision of all non-audit services rendered to the Company by its principal accountant is compatible with maintaining such principal accountant’s independence.

PROPOSAL 3:     APPROVAL OF THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN

Thefuture awards.


Our Board of Directors has subjectdetermined that it is now in our best interest to stockholder approval,combine the stock incentive plan for executive officers and employees with the stock option plan for non-employee directors. Further, our Board of Directors has determined that it is in our best interest to consolidate our stock incentive plan for employees with our other non-equity incentive programs under a single, comprehensive plan with unified objectives and performance criteria. Accordingly, our Board of Directors has adopted, and recommended that our stockholders approve, the 2003 Employee Stock PurchaseU.S. Xpress Enterprises, Inc. 2006 Omnibus Incentive Plan (the “Stock Purchase Plan”"2006 Omnibus Plan") attached hereto asANNEX A.

The Board of Directors believes that broad-based ownership of equity intereststhe 2006 Omnibus Plan offers the following benefits, among others:

·Enhancing the Compensation Committee's ability to implement our pay-for-performance philosophy through the establishment of a broad-based and unitary incentive compensation system;
·
Extending the life of our equity-based incentive plan for employees for an additional four (4) yearsand increasing the number of shares available for employee and non-employee director awards to 1,000,000;and
·Seeking to preserve for our benefit, to the extent practicable, the federal income tax deduction for certain qualifying "performance-based" compensation.

If our stockholders do not approve the 2006 Omnibus Plan, we will continue to be able to grant equity-based awards authorized by the 2002 Stock Plan. Further, we will continue to be able to award cash bonuses under our existing incentive compensation plan as we have in the Company by its employees provides a substantial motivation for superior performance by more closely aligningpast. However, these cash bonuses and certain equity-based compensation would not satisfy the economic interestsrequirements of those employees with the overall performanceSection 162(m) of the Company.

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A majorityInternal Revenue Code (the "Code"). As a result, certain compensation in excess of the votes of all shares present, represented and entitled$1.0 million annually paid to vote is necessary for approval of this proposal.our executive officers would not be deductible by us.




PROPOSAL 2

APPROVAL OF THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL AND ADOPTION OF THE STOCK PURCHASE PLAN. Unless otherwise directed therein, the proxies solicited hereby will be voted in favor of approval and adoption of the Stock Purchase Plan.

2006 OMNIBUS INCENTIVE PLAN


STOCK PURCHASE PLAN

The Stock Purchase Plan has been approved by the Company’sOn March 10, 2006, our Board of Directors adopted the 2006 Omnibus Plan and recommended that it be submitted to our stockholders for their approval at the 2006 annual meeting. If approved by our stockholders, the 2006 Omnibus Plan will be effective upon approvalas of the date of the annual meeting. The 2006 Omnibus Plan is intended to replace the 2002 Stock Plan and the 2003 Non-Employee Directors Plan. If the 2006 Omnibus Plan is approved by our stockholders, no further awards would be made after such date under the Company’s stockholders.2002 Stock Plan or the 2003 Non-Employee Directors Plan. The following descriptiontable provides certain important information concerning our existing equity compensation plans as of December 31, 2005:


Plan Category
Number of
Securities to
Be Issued
upon Exercise
of Outstanding
Options,
Warrants, and
Rights
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants, and
Rights
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
 (a)(b)(c)
Equity Compensation Plans
Approved by Security Holders (1)
622,746$12.32554,151
Equity Compensation Plans Not
Approved by Security Holders
———
Total622,746$12.32554,151
_____________________
(1)
Includes the 1993 Stock Plan, the 1995 Non-Employee Directors Plan, the 2002 Stock Plan, and the 2003 Non-Employee Directors Plan.

A summary of the terms of the Stock Purchase2006 Omnibus Plan appears below. This summary is qualified in its entirety by reference to the full text of the plan attached2006 Omnibus Plan, a copy of which is included asANNEX Appendix Ato this Proxy Statement.

The Stock Purchase Plan permits eligible employeesproxy statement. You are urged to read the actual text of the Company2006 Omnibus Plan in its entirety.


Purposes

The purposes of the 2006 Omnibus Plan are (a) to provide incentives to selected executive officers, directors, employees, and its subsidiariesconsultants in a manner designed to purchasereinforce our performance goals, (b) to link a significant portion of a participant's compensation to the achievement of these goals, (c) to continue to attract, motivate, and retain key personnel on a competitive basis, in each case by enabling us to offer such persons a variety of incentive awards, and (d) to ensure, to the extent possible, that incentive compensation paid by us is deductible for tax purposes.

Shares Available and Maximum Awards

A total of 1,000,000 shares of Class A Common Stock fromcommon stock will be available for grant of awards under the Company2006 Omnibus Plan. In addition, any shares of Class A common stock related to awards under the 2006 Omnibus Plan that terminate by electing to haveexpiration, forfeiture, cancellation or otherwise without the Company deduct a specific dollar amount per month from their compensation. The minimum employee payroll deduction is $20.00 per month and the maximum is 10%issuance of the employee’s compensation. Elections to participatesuch shares, are settled in the Stock Purchase Plan are made for specified periods referred to as “Option Periods.” The first Option Period will commence on July 1, 2003 and will end on December 31, 2003 if the Stock Purchase Plan is approved by the Company’s stockholders. Each Option Period following stockholder approval will extend for a period of six months, commencing either July 1 or January 1 of each year. At the end of each Option Period, the Company will apply the amount deducted from each employee’s compensation to the purchasecash in lieu of shares of Class A Common Stock to be issued to the employee. The purchase pricecommon stock, or are exchanged for such shares will be the lower of: (i) 85% of the closing market price on the first trading day of the Option Period or (ii) 85% of the closing market price on the last trading day of the Option Period.

No employee may purchase more than 1,250 shares per Option Period orawards not involving shares of Class A Common Stock having a market value of more than $25,000 per calendar year (measured as of the first trading day of the Option Period in which the shares are purchased).

An employee may elect to participate twice each year in the Stock Purchase Plan and must so elect prior to the beginning of an Option Period. An employee may also at any time elect to withdraw from the Stock Purchase Plan and have the employee’s contribution returned to him or her, or to terminate his or her participation for the remainder of an Option Period. Executive officers who withdraw from the Stock Purchase Plan or terminate their participation for any Option Period are not eligible to participate until the next Option Period commencing at least six months after such withdrawal or termination.

If a participant’s employment with the Company or any of its subsidiaries is terminated for any reason other than death, disability or retirement, the amount of the participant’s contributions to the Stock Purchase Plan for the then-current Option Periodcommon stock will be returned to the participant and the participant will no longer be entitled to participate in the Stock Purchase Plan. If the participant dies, becomes disabled or retires, the participant or his or her legal representative may elect either to withdraw all contributions of such participant to the Stock Purchase Plan for the then current Option period, or to have such contributions applied to the purchase of stock (i) in the case of the participant’s death, at the end of such Option Period, or (ii) in the case of the participant’s retirement or disability, at the earlier of the end of such Option Period or three months following the date of such event.

All employees of the Company and its subsidiaries (including executive officers of the Company) who have been employed by the Company or its subsidiaries for at least 20 hours per week for at least one year prior to the commencement of an Option Period, and whose customary employment is for more than five months per calendar year, are eligible to participate in the Stock Purchase Plan for such period. Directors of the Company who are not also employees of the Company and holders who are deemed to own five percent or more of the total voting power or value of the stock of the Company are not permitted to participate in the Stock Purchase Plan. The Company and its subsidiaries have approximately 5,372 employees who are currently eligible to participate in the Stock Purchase Plan. All of the officers in the Summary Compensation Table, other than Messrs. Fuller and Quinn, are eligible to participate in the Stock Purchase Plan.

Rightsbecome available again under the Stock Purchase Plan are not transferable by2006 Omnibus Plan. Of the participant except by will or the laws of descent and distribution and are exercisable during the participant’s lifetime only by the participant. Generally, shares of Common Stock acquired under the Stock Purchase Plan may not be sold for a period of one year following the date of purchase.

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The Stock Purchase Plan is intended to qualify for favorable tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to the Code, participants generally would not recognize income for federal tax purposes in the amount of the initial discount when shares are purchased. If the recipient of shares under the Stock Purchase Plan disposes of the shares before the end of certain holding periods (essentially the later of one year after the last day of the Option Period or two years after the first day of the Option Period), he or she will generally recognize ordinary income in the year of disposition in an amount equal to the difference between the market value of Class A Common Stock on the last day of the Option Period and his or her purchase price. Any additional gain or loss recognized on the disposition of the stock will be short-term or long-term capital gain or loss depending on the length of time the recipient has held the stock after the purchase. If a disposition does not occur until after the expiration of the holding periods, the recipient will generally recognize ordinary income in the year of disposition equal to the lesser of (a) 15% of the market value of Class A Common Stock on the first day of the Option Period or (b) the excess of the fair market value of such shares on the date of disposition over the price paid by the recipient on the last day of the Option Period. Any additional gain or loss recognized on the disposition of the stock will be long-term capital gain or loss. The Company generally will not be entitled to a tax deduction for compensation expense on account of the original sales to participants, but may be entitled to a deduction equal to the amount of ordinary income recognized by the participant if a participant disposes of stock received under the Stock Purchase Plan prior to the expiration of the holding periods.

The Board of Directors may amend or terminate the Stock Purchase Plan except as provided below. Without the approval of the stockholders of the Company, the Stock Purchase Plan may not be amended to: (i) increase themaximum number of shares reserved under the Stock Purchase Plan (except pursuant to certain changes in the capital structure of the Company), (ii) extend the duration of the Stock Purchase Plan, (iii) materially increase the benefits accruing to executive officers, (iv) reduce the purchase price of the shares or (v) change the requirements for eligibility for participation in the Stock Purchase Plan. No amendment of the Stock Purchase Plan by the Board of Directors may adversely affect any rights previously granted under the Stock Purchase Plan without the consent of the holder thereof. The Stock Purchase Plan will terminate on the earlier of: (i) the date on which no shares of Class A Common Stock remain reserved for issuancecommon stock available under the Stock Purchase2006 Omnibus Plan, (subject to a pro-rata allocationno more than one-half of any shares remaining available during the final Option Period), or (ii) the termination of the Stock Purchase Plan by the Board of Directors (subject to provisions that allow for either a special Exercise Date or cash refunds equal to 115% of participants’ contributions during the final Option Period).

The Company has reserved 500,000 shares of Class A Common Stock for issuance under the Stock Purchase Plan. Shares of Class A Common Stock issued under the Plancommon stock may be either authorized and unissued shares, treasury shares (whether acquired in the open marketused for awards other than stock options or otherwise) or both. The number of shares authorized for issuance under the Stock Purchase Plan will be appropriately adjusted in the event of certain changes in the capital structure of the Company. The closing sales price per share of Class A Common Stock on the Nasdaq National Market on April 1, 2003 was $7.69.

PROPOSAL 4:     APPROVAL OF THE COMPANY’S 2003 NON-EMPLOYEE DIRECTORS STOCK AWARD AND OPTION PLAN

INTRODUCTION

The Board of Directors has adopted and recommended for approval by the stockholders the 2003 Non-Employee Directors Stock Award and Option Plan (the “Directors Stock Plan”), to supplement a similar plan adopted in 1995, and to be effective as of the time of stockholder approval of the Plan. The purposes of the Directors Stock Plan are to encourage the ownership of Class A Common Stock by non-employee directors, thereby aligning such directors’ interests more closely with the interests of stockholders of the Company, and to assist the Company in securing and retaining highly qualified persons to serve as non-employee directors, in which position they may contribute to the long-term growth and profitability of the Company.

OVERVIEW OF THE DIRECTORS STOCK PLAN

Under the Directors Stock Plan, each current and future non-employee director will receive an option to purchase 1,200 shares of Class A Common Stock upon election to the Board of Directors. In addition, at the election of the non-employee directors, all cash fees paid to non-employee directors for the annual retainer, attendance at Board of Directors meetings and attendance at each committee meeting attended by such director when not held in conjunction with a Board of

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Directors meeting will be made to each non-employee director in the form of Class A Common Stock in lieu of cash, subject to certain restrictions.

The Board believes that the Directors Stock Plan will directly enhance the recruitment and retention of highly qualified non-employee directors and strengthen the commonality of interest between directors and stockholders. The affirmative vote of a majority of the outstanding shares of the Company’s Class A and Class B Common Stock represented and entitled to vote at the Annual Meeting is required to approve the Directors Stock Plan.

SUMMARY OF THE DIRECTORS STOCK PLAN

The following summary of the material terms of the Directors Stock Plan is qualified in its entirety by reference to the Directors Stock Plan attached as Annex B.

General Description. The Directors Stock Plan authorizes the grant of options to acquire shares of Class A Common Stock to directors of the Company who are neither employees nor retired employees of the Company or any subsidiary of the Company. In addition, the Directors Stock Plan provides that at the election of the non-employee directors all cash fees for the annual retainer, attendance at Board of Directors meetings and fees for attendance at committee meetings not held in conjunction with a Board of Directors meeting will be made to each non-employee director in the form of Class A Common Stock in lieu of cash.stock appreciation rights. The number of shares of Class A Common Stock whichcommon stock available under the 2006 Omnibus Plan may be madeadjusted to reflect the subjectoccurrence of optionscertain events (described under the Directors Stock Plan or issued in lieu of cash for directors’ fees during the term of the Directors Stock Plan may not exceed 50,000. Such shares may be previously issued and outstanding"AdjustmentsUpon Certain Events"). The shares of Class A Common Stock reacquired by the Company and held in its treasury, or may be authorized but unissued shares, or may consist partly of each. The Directors Stock Plan will be in effect until such time as no Class A Common Stock remainscommon stock available for issuance under the Directors Stock2006 Omnibus Plan may be authorized and until the Company has no further rightsunissued shares or obligationstreasury shares, including shares purchased in open market or private transactions.



The maximum award granted or payable to any one participant under the Directors Stock2006 Omnibus Plan for a calendar year will be 150,000 shares of Class A common stock, subject to the Compensation Committee's authority to adjust awards upon certain events (described under "Adjustments Upon Certain Events"), or in the event the award is paid in cash, $2.0 million.

The Compensation Committee will have the exclusive power and authority, consistent with the provisions of the 2006 Omnibus Plan, to establish the terms and conditions of any award and to waive any such terms or conditions (as described under "Administration"). Because the benefits conveyed under the 2006 Omnibus Plan will be at the discretion of the Committee (as defined below), it is not possible to determine what benefits participants will receive under the 2006 Omnibus Plan.


Administration; Eligibility.Administration

The Directors Stock2006 Omnibus Plan will be administered by the Compensation Committee, or such other committee as may be designated by the Board of Directors. However,Directors (the "Committee"), which consists of at least two individuals who are intended to qualify both as "non-employee directors" within the Boardmeaning of Rule 16b-3 under the Exchange Act, and as "outside directors" within the meaning of Section 1.162-27(e)(3) of the Treasury Regulations, or any successor definition adopted under Section 162(m) of the Code. The Committee may allocate all or any portion of its responsibilities and powers under the 2006 Omnibus Plan to any one or more of its members, our CEO, or other senior members of management as the Committee deems appropriate, however, only the Committee (or another committee consisting of two or more individuals who qualify both as "non-employee directors" and as "outside directors") may select and grant awards to participants who are subject to Section 16 of the Exchange Act or awards that are intended to qualify as "performance-based" compensation under Section 162(m) of the Code (see "Limitation on Income Tax Deduction").

The Committee will have broad authority in its administration of the 2006 Omnibus Plan, including, but not take any action with respectlimited to, the Directors Stock Plan unless such action is approved by a majorityauthority to interpret the 2006 Omnibus Plan; to establish rules and regulations for the operation and administration of the directors2006 Omnibus Plan; to select the persons to receive awards; to determine the form, size, terms, conditions, limitations, and restrictions of awards, including, without limitation, terms regarding vesting, exercisability, assignability, expiration, and the effect of certain events, such as a change of control or the participant's death, disability, retirement, or termination as a result of breach of agreement; to create additional forms of awards consistent with the terms of the 2006 Omnibus Plan; to allow for the deferral of awards; and to take all other action it deems necessary or advisable to administer the 2006 Omnibus Plan.

To facilitate the granting of awards to participants who are not thenemployed or retained outside of the United States, the Committee will be authorized to modify and amend the terms and conditions of an award to accommodate differences in local law, policy, or custom.

Eligible Participants

Participants in the 2006 Omnibus Plan will be selected by the Committee from our executive officers, directors, employees, and consultants. Participants may be selected and awards may be made at any time during the 10-year period following the effective date of the 2006 Omnibus Plan. As of March 1, 2006, approximately 8,800 employees (consisting of executive officers, officers, and employees) and three non-employee directors were eligible to participate in our current equity compensation plans. We did not have any consultants who had been designated as participants under such plans at such date.

The selection of those persons within a particular class who will receive awards is entirely within the Directors Stock Plan (that is, employee or retired employee directors). Each directordiscretion of the Company who isCommittee. The Committee has not an employee or retired employeeyet determined how many persons are likely to participate in the 2006 Omnibus Plan. The Committee intends, however, to grant most of the Company2006 Omnibus Plan's awards to those persons who are in a position to have a significant direct impact on our growth, profitability, and success, which would include a portion of the participants in our current equity compensation plans.



Types of Awards

The 2006 Omnibus Plan authorizes the grant of stock options, stock appreciation rights, stock awards, restricted stock unit awards, performance units, performance awards, and any other form of award established by the Committee that is consistent with the 2006 Omnibus Plan's purpose, or any subsidiarycombination of the Company on any date on which an option or Class A Common Stock isforegoing. All awards granted under the Directors Stock2006 Omnibus Plan will be eligible to receive options or Class A Common Stock underevidenced by an award notice which specifies the Directors Stock Plan.

Shares Subject to Option. The Directors Stock Plan provides that an option to purchase 1,200 sharestype of Class A Common Stock will beaward granted, each year to each non-employee director who is elected or re-elected to the Board. The option will be granted on the date on which a non-employee director is elected or re-elected to the Board.

Option Price. The exercise price for options granted under the Directors Stock Plan will be equal to the fair market value of the Class A Common Stock. Under the Directors Stock plan, fair market value means the closing sales price on the last business day prior to the date on which fair market value needs to be determined, or the average of the high and low bids on such day if no sale exists.

Exercise and Payment. An option will become exercisable and vested with respect to 33% of the number of shares of Class A Common common stock underlying the award, if applicable, and all terms governing that award.


Stock subject toOptions. The Committee may grant awards in the option on the first anniversaryform of the date of grant of the option. The optionstock options to purchase an additional 33% of such shares will become exercisable and vested on each of the two succeeding anniversaries of the date of grant of the option. If an non-employee director dies, becomes incapacitated or retires at or after age 65 or upon certain changes in control of the Company, any option granted to that non-employee director will become exercisable at the time of such death, incapacity or retirement at or after age 65 or change in control with respect to all shares of Class A Commoncommon stock, which stock options may be non-qualified or incentive stock options for federal income tax purposes. Stock subject thereto. Uponoptions granted under the 2006 Omnibus Plan will vest and become exercisable at such times and upon such terms and conditions as may be determined by the Committee. Any stock option granted in the form of an incentive stock option must satisfy the requirements of Section 422 of the Code. The exercise payment for sharesprice per share of Class A Common Stock maycommon stock for any stock option will not be made (a) in cash, (b) by surrendering previously acquired shares of Class A Common Stock already owned for moreless than one year and having a fair market value at the timehundred percent (100%) of exercise equal to the option price or (c) by a combination of these two methods.

Term of Options. The options will expire at the earlier of (i) ten years after the date of grant, (ii) 13 months after the optionee ceases to serve as a director of the Company due to death, incapacity, or retirement at or after age 65, or (iii) at the time the optionee ceases to serve as a director of the Company for any reason other than death, incapacity, or retirement at or after age 65.

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Options granted under the Directors Stock Plan are nontransferable, except by laws or descent or distribution, and are exercisable only while the optionee is serving as director of the Company. However, when service as a director of the Company is terminated by retirement at or after age 65, the options may be exercised within 13 months after the date of retirement at or after age 65. In cases of cessation of service as a director due to death or incapacity, the options may be exercised for up to 13 months after the date of cessation of such service.

Stock in Lieu of Cash Fees. The Directors Stock Plan provides that at the election of a non-employee director, the cash fees payable to such director will be paid to each non-employee director in shares of Class A Common Stock in lieu of cash. The number of shares of Class A Common Stock to be paid in lieu of cash fees will be equal to the amount of such cash fees divided by the fair market value of the Class A Common Stock as determined on the business day on which the cash fees are otherwise being paid. At present, each non-employee director receives a $12,500 annual retainer, $1,500 for each Board meeting attended, $1,500 for each committee meeting that is not held in conjunction with a Board of Directors meeting, and $500 for each telephonic meeting of the Board of Directors (or separate telephonic committee meeting). The Class A Common Stock will be delivered to the non-employee director as soon as practicable after the cash fees would otherwise be payable. The Class A Common Stock will be non-forfeitable upon delivery.

Amendments. Except as otherwise provided by the Board of Directors, the Board may from time to time amend or terminate the Directors Stock Plan without the prior approval of the Company’s stockholders, unless such stockholder approval is required by federal or state law or the rules of any stock exchange on which the Class A Common Stock is listed or unless the Board of Directors determines that stockholder approval is advisable.

Tax Consequences. Generally there will be no income tax consequences to the optionee or the Company when an option is granted under the Directors Stock Plan. When an option is exercised, the excess of the then fair market value of the Class A Common Stock over the option price will constitute ordinary income to the optionee and the Company will be entitled to deduct an equal amount as ordinary business expense.

Upon disposition of the Class A Common Stock by the non-employee director, long-term or short-terms capital gain or loss, as the case may be, will be recognized, equal to the difference between the amount realized on such disposition and the basis for the Class A Common Stock, which will include the amount previously recognized as ordinary income. The holding period for capital gains purposes will commence on the day the optionee acquires the shares of Class A Common Stock pursuant to the option.

GRANTS MADE SUBJECT TO STOCKHOLDER APPROVAL

As of May 7, 2003, subject to stockholder approval of the Directors Stock Plan and subject to their election as directors of the Company, there will be three individuals who will receive grants of options to purchase a total of 3,600 shares (1,200 shares for each option) of Class A Common Stock as eligible non-employee directors of the Company. The exercise price of these options will be equal to the fair market value of a share of Class A Common common stock on the day that the stock option is granted. In addition, the term of the stock option may not exceed ten (10) years. In the case of an incentive stock option granted to an employee participant who owns, directly or indirectly (as determined by reference to Section 424(d) of the Code), at the time the option is granted, stock possessing more than ten percent (10%) of the total combined voting power of all classes of our stock, the exercise price per share of Class A common stock for any stock option will not be less than one hundred ten percent (110%) of the fair market value of a share of Class A common stock on the day that the stock option is granted, and the term of the stock option may not exceed five (5) years. The exercise price of any stock option granted pursuant to the 2006 Omnibus Plan may not be subsequently reduced by amendment or cancellation and substitution of such stock option or any other action of the Committee without stockholder approval, subject to the Committee's authority to adjust awards upon certain events (described under "Adjustments Upon Certain Events"). The type (incentive or non-qualified), vesting, exercise price, and other terms of each stock option will be set forth in the award notice for such stock option.


A stock option may be exercised by paying the exercise price in cash or its equivalent and/or, to the extent permitted by the Committee and applicable law, shares of Class A common stock, a combination of cash and shares of Class A common stock, or through the delivery of irrevocable instruments to a broker to sell the shares obtained upon the exercise of the stock option and to deliver to us an amount equal to the exercise price.

Stock Appreciation Rights. The Committee may grant awards in the form of stock appreciation rights, either in tandem with a stock option ("Tandem SARs") or independent of a stock option ("Freestanding SARs"). The exercise price of a stock appreciation right will be an amount determined by the Committee, but in no event will such amount be less than 100% of the fair market value of a share of Class A common stock on the date that the stock appreciation right is granted or, in the case of grant.

a Tandem SAR, the exercise price of the related stock option.


RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” APPROVAL OF THE DIRECTORS STOCK PLAN. If a choiceTandem SAR may be granted either at the time of grant of the related stock option or at any time thereafter during the term of the related stock option. A Tandem SAR will be exercisable to the extent its related stock option is specifiedexercisable. Each Tandem SAR will entitle the holder of such stock appreciation right to surrender the related stock option and to receive an amount equal to (i) the excess of (A) the fair market value on the proxyexercise date of one (1) share of Class A common stock over (B) the stock option price per share of Class A common stock, times (ii) the number of shares of Class A common stock covered by the stockholder,stock option which is surrendered. Upon the exercise of a stock option as to some or all of the shares of Class A common stock covered by such stock option, the related Tandem SAR will automatically be canceled to the extent of the number of shares of Class A common stock covered by the exercise of the stock option.


Each Freestanding SAR will entitle the holder of such stock appreciation right upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one (1) share of Class A common stock over (B) the exercise price, times (ii) the number of shares of Class A common stock covered by the Freestanding SAR and as to which the stock appreciation right is exercised.

The type (Tandem SAR or Freestanding SAR), exercise price, vesting, and other terms of each stock appreciation right will be votedset forth in the award notice for such stock appreciation rights.

Payment of stock appreciation rights may be made in shares of Class A common stock or in cash, or partly in shares of Class A common stock and partly in cash, as specified. If no specification is made,determined by the Committee.


Other Stock-Based Awards. The Committee may grant awards in the form of stock awards (for either unrestricted or restricted shares of Class A common stock), restricted stock unit awards and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, Class A common stock. Such other stock-based awards will be in such form, and dependent on such conditions, as the Committee determines, including, without limitation, the right to receive, or vest with respect to, one or more shares of Class A common stock (or the equivalent cash value of such shares of Class A common stock) upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives. In addition, the Committee may choose, at the time of grant of a stock-based award, or any time thereafter up to the time of the payment of such award, to include as part of such award an entitlement to receive dividends or dividend equivalents on the shares of Class A common stock underlying such award, subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish. The restrictions, conditions, and other terms of each stock-based award will be voted “FOR” approvalset forth in the award notice for such award.

Performance Units. The Committee may grant awards in the form of performance units, which are units valued by reference to designated criteria established by the Committee other than Class A common stock. Performance units will be in such form, and dependent on such conditions, as the Committee determines, including, without limitation, the right to receive a designated payment upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives. The form, applicable conditions, and other terms of each performance unit will be set forth in the award notice for such performance unit.

Performance Awards. Performance awards are awards structured to qualify as deductible "performance-based" compensation for purposes of Section 162(m) of the Directors StockCode (see "Limitation on Income Tax Deduction"). The Committee may grant performance awards to employees who are "covered employees" (within the meaning of Section 162(m) of the Code) and to other participants in order to qualify such awards as "performance-based" compensation for purposes of Section 162(m) of the Code. Under Section 162(m) of the Code, "covered employees" generally means the CEO and the other four highest-paid executive officers. Performance awards may take the form of stock awards, restricted stock unit awards, or performance units that are conditioned upon the satisfaction of enumerated performance criteria during a stated performance period, which awards, in addition to satisfying the requirements otherwise applicable to that type of award generally, also satisfy the requirements of performance awards under the 2006 Omnibus Plan.

- 18 -


Performance awards must be based upon one or more of the following performance criteria: (a) revenues (including without limitation, measures such as revenue per mile (loaded or total) or revenue per tractor), (b) net revenues, (c) fuel surcharges, (d) accounts receivable collection or days sales outstanding, (e) cost reductions and savings (or limits on cost increases), (f) safety and claims (including, without limitation, measures such as accidents per million miles and number of significant accidents), (g) operating income, (h) operating ratio, (i) income before taxes, (j) net income, (k) earnings before interest and taxes (EBIT), (l) earnings before interest, taxes, depreciation, and amortization (EBITDA), (m) adjusted net income, (n) earnings per share, (o) adjusted earnings per share, (p) stock price, (q) working capital measures, (r) return on assets, (s) return on revenues, (t) debt-to-equity or debt-to-capitalization (in each case with or without lease adjustment), (u) productivity and efficiency measures (including, without limitation measures such as driver turnover, trailer to tractor ratio, and tractor to non-driver ratio), (v) cash position, (w) return on stockholders' equity, (x) return on invested capital, (y) cash flow measures (including, without limitation, free cash flow), (z) market share, (aa) stockholder return, (bb) economic value added, or (cc) completion of acquisitions (either with or without specified size). In addition, the Committee may establish, as an additional performance measure, the attainment by a participant of one or more personal objectives and/or goals that the Committee deems appropriate, including but not limited to implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans, or the exercise of specific areas of managerial responsibility. The performance goals set by the Committee may be expressed on an absolute and/or relative basis, and may include comparisons with our past performance (including the performance of one or more of our divisions) and/or the current or past performance of other peer group companies or indices.

For each performance period, the Committee will, in its sole discretion, designate within the initial period allowed under Section 162(m) of the Code which persons will be eligible for performance awards for such period, the length of the performance period, the types of performance awards to be issued, the performance criteria that are to be used to establish performance goals, the kind or level of performance goals, and other relevant matters.

After the close of each performance period, the Committee will determine whether the performance goals for the cycle have been achieved. In determining the actual award to be paid to a participant, the Committee has the authority to reduce or eliminate any performance award earned by the participant, based upon any objective or subjective criteria it deems appropriate.

23

NEW PLAN BENEFITS TABLE OF CONTENTS


The following table setsaward notice for each performance award will set forth or make reference to the performance period, performance criteria, performance goals, performance formula, performance pool, and other terms applicable to such performance award.

Payment Terms

Awards may be paid in cash, shares of Class A common stock, a combination of cash and shares of Class A common stock, or in any other permissible form, as the Committee determines. Payment of awards may include such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems appropriate, including, in the case of awards paid in shares of Class A common stock, restrictions on transfer of such shares and provisions regarding the forfeiture of such shares under certain circumstances.

At the discretion of the Committee, a participant may defer payment of any award; salary or bonus compensation; company board compensation; dividend or dividend equivalent, or any portion thereof. If permitted by the Committee, a deferral must be made in accordance with any administrative guidelines established by the Committee for such purpose. Such deferred items may be credited with interest (at a rate determined by the Committee) or deemed invested by us.

We will be entitled to deduct from any payment to a participant under the 2006 Omnibus Plan the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the participant to pay us such tax prior to and as a condition of the making of such payment. Subject to certain limitations, the Committee may allow a participant to pay the amount of taxes required by law to be withheld from an award by withholding any shares of Class A common stock to be paid under such award or by permitting the participant to deliver to us shares of Class A common stock having a fair market value equal to the amount of such taxes.

Adjustments Upon Certain Events

In the event that there is a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Class A common stock or other corporate exchange, or any distribution to stockholders of Class A common stock or other property or securities (other than regular cash dividends) or any transaction similar to the foregoing or other transaction that results in a change to our capital structure, the 2006 Omnibus Plan provides that the Committee shall make substitutions and/or adjustments to the maximum number of shares available for issuance under the 2006 Omnibus Plan, the maximum award payable, the number of shares to be issued directly,pursuant to outstanding awards, the option prices, exercise prices, or underlying optionspurchase prices of outstanding awards, and/or any other affected terms of an award or the 2006 Omnibus Plan as the Committee deems equitable or appropriate.

Termination and Amendment of the 2006 OmnibusPlan

The Committee may suspend or terminate the 2006 Omnibus Plan at any time for any reason with or without prior notice. In addition, the Committee may amend the 2006 Omnibus Plan, provided that it may not, without stockholder approval, adopt any amendment if stockholder approval is required, necessary, or deemed advisable with respect to tax, securities, or other applicable laws or regulations, including, but not limited to, the listing requirements of the NASDAQ National Market or other stock market or exchange on which our securities are listed. No amendment of the 2006 Omnibus Plan may materially and adversely affect the rights of a participant under any outstanding award without the consent of that participant. No awards may be made under the 2006 Omnibus Plan after the tenth anniversary of the effective date of the 2006 Omnibus Plan.

Securities Act Registration

If the 2006 Omnibus Plan is approved by the stockholders at the annual meeting, we intend to register the shares of Class A common stock issuable under the 2006 Omnibus Plan pursuant to a Registration Statement on Form S-8 as soon as practicable thereafter.



New Plan Benefits

No benefits or amounts have been granted, awarded or received under the 2006 Omnibus Plan. Further, future awards, if any, that will be made to eligible participants under the 2006 Omnibus Plan are subject to the discretion of the Committee. Accordingly, future grants and benefits under the 2006 Omnibus Plan are not determinable. No option awards were made under the 2002 Stock Plan during the year ended December 31, 2005.

At the $17.42 closing price of our Class A common stock on March 1, 2006, the market value of the 1,000,000 shares that would be reserved under the 2006 Omnibus Plan would be approximately $17.4 million.

Tax Status of 2006 OmnibusPlan Awards

The following discussion of the federal income tax status of awards under the 2006 Omnibus Plan, as proposed, is based on present federal tax laws and regulations and does not purport to be a complete description of the federal income tax laws. Participants may also be subject to certain state and local taxes, which are not described below.

Non-Qualified Stock Options. No income will be realized by a participant at the time a non-qualified stock option is granted, and no deduction will be available to us at such time. When the non-qualified stock option is exercised, the participant generally will realize taxable ordinary income in an amount equal to the excess of the fair market value of the shares of Class A common stock acquired from the exercise of such stock option over the exercise price, and we will receive a corresponding deduction at such time. If a non-qualified stock option is exercised by delivering shares of Class A common stock to us, the use of such shares of Class A common stock will not be considered a taxable disposition of such shares. Instead, (a) the number of shares of Class A common stock received from the exercise equal to the number of shares delivered will have the same basis and same holding period as the shares so delivered, (b) the participant will realize taxable ordinary income in an amount equal to the fair market value of the additional shares of Class A common stock received from the exercise of such stock option, (c) the participant will have a tax basis in the additional shares equal to their fair market value and the holding period of the additional shares will begin on the date that they are actually acquired, and (d) we will receive a deduction at such time in the same amount as the taxable income realized by the participant. In either case, our deduction will be subject to the limitations of Section 162(m) of the Code, if applicable (see "Limitation on Income Tax Deduction"). The gain, if any, realized upon the subsequent disposition by the participant of the shares of Class A common stock will constitute short- or long-term capital gain, depending on the participant's holding period.

Incentive Stock Options. No income will be realized by a participant either at the time an incentive stock option is granted or upon the exercise thereof by the participant, and no deduction will be available to us at such times. If the participant holds the shares of Class A common stock underlying the stock option for the greater of two (2) years after the date the stock option was granted or one (1) year after the acquisition of such shares of Class A common stock (the "required holding period"), then upon the disposition of such shares of Class A common stock, the participant will realize a long-term capital gain or loss equal to the difference between the aggregate exercise price previously paid for the shares disposed and the proceeds received from such disposition; we will not be entitled to any deduction. If the shares of Class A common stock are disposed of in a sale, exchange, or other disqualifying disposition during the required holding period, then the participant will realize taxable gain in an amount equal to the aggregate exercise price previously paid for the shares disposed and the proceeds received from such disposition, and the portion of such taxable gain up to the excess of the fair market value of the Class A common stock disposed (at the time that the stock option from the exercise of which such shares were received) over the exercise price previously paid for such shares will be taxable ordinary income, and we will be entitled to a corresponding deduction at such time, subject to the limitations of Section 162(m) of the Code, if applicable (see "Limitation on Income Tax Deduction"). Any remaining portion of such taxable gain will constitute short- or long-term capital gain, depending on the participant's holding period.

Stock Appreciation Rights. No income will be realized by a participant at the time a stock appreciation right is awarded, and no deduction will be available to us at such time. A participant will realize ordinary income upon the exercise of the stock appreciation right in an amount equal to the cash and fair market value of the shares of Class A common stock received by the participant from such exercise, and we will be entitled to a corresponding deduction at such time, subject to the limitations of Section 162(m) of the Code, if applicable (see "Limitation on Income Tax Deduction").

Unrestricted Stock-Based Award. Upon the grant of an unrestricted stock-based award, a participant will realize taxable income equal to the cash and fair market value at such time of the shares of Class A common stock received by the participant under such award (less the purchase price therefor, if any), and we will be entitled to a corresponding tax deduction at that time, subject to the limitations of Section 162(m) of the Code, if applicable (see "Limitation on Income Tax Deduction").


Restricted Stock-Based Award. Upon the grant of a restricted stock-based award, no income will be realized by a participant (unless a participant timely makes an election to accelerate the recognition of the income to the date of grant), and we will not be allowed a deduction at that time; when the award vests and is no longer subject to a substantial risk of forfeiture for income tax purposes, the participant will realize taxable ordinary income in an amount equal to the cash and the fair market value at such time of the shares of Class A common stock received by the participant under such award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at such time. If a participant does make a timely election to accelerate the recognition of income, then the participant will recognize taxable ordinary income in an amount equal to the cash and the fair market value at the time of grant of the shares of Class A common stock to be received by the participant under such award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at such time. In each case, our deduction will be subject to the limitations of Section 162(m) of the Code, if applicable (see "Limitation on Income Tax Deduction").

Performance Units and Performance Awards. A participant receiving a performance unit or performance award will not recognize income, and we will not be allowed a tax deduction, at the time such award is granted. When a participant receives payment of a performance unit or performance award, the amount of cash and the fair market value of any shares of Class A common stock received will be ordinary income to the participant, and we will be entitled to a corresponding tax deduction at that time, subject to the limitations of Section 162(m) of the Code, if applicable (see "Limitation on Income Tax Deduction").

Effect of Deferral on Taxation of Awards. If the Committee permits a participant to defer the receipt of payment of an award and such participant makes an effective election to defer the payment of the award in accordance with the administrative guidelines established by the Committee, the participant will not realize taxable income until the date the participant becomes entitled to receive such payment pursuant to the terms of the deferral election, and we will not be entitled to a deduction until such time. Any interest or dividends paid on, or capital gains resulting from, our investment of the amount deferred during the deferral period will be taxable to us in the year recognized. At the time the participant becomes entitled to receive the deferred payment, the participant will recognize taxable income in an amount equal to the actual payment to be received, including any interest or earnings credited on the amount deferred during the deferral period, and we will be entitled to a corresponding deduction for such amount at that time.

Limitation on Income Tax Deduction

Pursuant to Section 162(m) of the Code, we generally may not deduct compensation paid to a covered employee in any year in excess of $1.0 million. However, qualifying performance-based compensation is not subject to such limitation if certain requirements are met. One requirement is stockholder approval of (i) the performance criteria upon which performance-based awards may be based, (ii) the annual per-participant limits on grants of performance-based awards and stock options and stock appreciation rights and (iii) the class of employees eligible to receive awards. The Board of Directors has submitted the 2006 Omnibus Plan for approval by the stockholders in order to permit the grant of certain awards thereunder, such as stock options, stock appreciation rights, stock awards, and certain performance units that will constitute "performance-based" compensation, which we expect to be excluded from the calculation of annual compensation of covered employees for purposes of Section 162(m) of the Code and be fully deductible by us. The Committee may grant awards under the 2006 Omnibus Plan that do not qualify as performance-based compensation under Section 162(m) of the Code. The payment of any such non-qualifying awards to a covered employee could be non-deductible by us, in whole or in part, under Section 162(m) of the Code, depending on such covered employee's total compensation in the applicable year.

Stockholder approval of this proposal will constitute approval of (i) the performance criteria upon which performance-based awards that are intended to be deductible by us under Section 162(m) of the Code may be based under the 2006 Omnibus Plan, (ii) the annual per participant limit of 150,000 shares of Class A common stock for stock-based awards and $2.0 million for cash awards, and (iii) the class of participants eligible to receive awards under the 2006 Omnibus Plan. In order for awards granted under the 2006 Omnibus Plan to continue to be treated as qualified performance-based compensation under Section 162(m) of the Code, every five (5) years we must seek stockholder approval of each of the parties named therein pursuantitems listed in the prior sentence.




STOCKHOLDER PROPOSALS

To be eligible for inclusion in our proxy materials relating to (i) the 2003 Employee Stock Purchase Plan and (ii) the 2003 Non-Employee Directors Stock Option and Award Plan:

NEW PLAN BENEFITS

                 
2003 Non-Employee
2003 EmployeeDirectors Stock
Stock PurchaseAward and Option
PlanPlan
NumberNumber
DollarofDollarof
  Name and PositionValue ($)OptionsValue ($)Options
Patrick E. Quinn  (2)  (2)  None   None 
Co-Chairman, President                
and Treasurer                
Max L. Fuller  (2)  (2)  None   None 
Co-Chairman, Vice President                
and Secretary                
Ray M. Harlin  (2)  (2)  None   None 
Executive Vice President                
and Chief Financial Officer                
Cort J. Dondero  None   None   None   None 
Executive Vice President                
And Chief Operating Officer(1)                
E. William Lusk, Jr.   (2)  (2)  None   None 
President —                
Xpress Global Systems, Inc.                
Jeffrey S. Wardeberg  (2)  (2)  None   None 
Executive Vice President —                
Operations                
All Executive Officers, As a Group  (2)  (2)  None   None 
All Non-Executive Directors, As a Group  None   None   (3)(4)  3,600(3)(4) 
All Non-Executive Officer Employees, as a Group  (2)  (2)  None   None 

(1) Mr. Dondero resigned on October 31, 2002.
(2) Because the dollar value and number of shares which may be acquired by employees during each Option Period depends upon (i) the amount of payroll deduction chosen by each employee for each Option Period and (ii) the market price for the Class A Common Stock on the first and last day of each Option Period, it is not possible to determine in advance the dollar value or number of shares which may be acquired by each category of participants described above during each Option Period.
(3) Each Non-Employee Director will receive an option to purchase 1,200 shares of Class A Common Stock each year on the date when such director is elected or re-elected to the Board, with an exercise price equal to the fair market value of such stock on such date. On April 1, 2003, the most recent practicable date for which data could be obtained prior to the publication of this Proxy Statement, the closing market price reported for the Company’s Class A Common Stock on the Nasdaq National Market was $7.69 per share.

- 19 -

(4) The number of shares of Class A Common Stock (if any) issued in lieu of cash directors’ fees will depend upon the number of directors who elect during a given year to receive fees in this manner under the Directors Stock Plan, with the number of shares issuable in lieu of each such retainer or Meeting Fee being determined with reference to the fair market value of the Class A Common Stock on the date that such fee is payable.

EQUITY COMPENSATION PLAN INFORMATION

Theour annual meeting of stockholders following table sets forth information as to the Company’s equity compensation plans ascompletion of the end of the Company’s 2002our fiscal year:

             
(c)
Number of securities
remaining available
(a)for future issuance
Number of securities(b)under equity
to be issued uponWeighted-averagecompensation plans
exercise of theexercise price of(excluding securities
outstanding options,outstanding options,reflected in column
Plan Categorywarrants and rightswarrants and rights(a))
Equity Compensation Plans approved by security holders  837,876  $9.97   750,704 
Equity Compensation Plans not approved by security holders(1)  N/A   N/A   N/A 

(1) The Company does not have any equity compensation plans not approved by its stockholders.

STOCKHOLDER PROPOSALS

Proposals of stockholdersyear ended December 31, 2006, stockholder proposals intended to be presented at the 2004 Annual Meetingthat meeting must be received by us in writing on or before December 4, 2006. However, if the Company not laterdate of such annual meeting is more than December 11, 2003,thirty (30) days before or after May 2, 2007, then the deadline for submitting any such stockholder proposal for inclusion in its Proxy Statement and formthe proxy materials relating to our annual meeting following completion of our fiscal year ended December 31, 2006, will be a reasonable time before we begin to print or mail such proxy materials. The inclusion of any such stockholder proposals in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, including Rule 14a-8.


We must receive in writing any stockholder proposals to be considered at our annual meeting following completion of our fiscal year ended December 31, 2006, but not included in our proxy materials relating to that meeting. Any such proposals, as well as any questions relating thereto, should be directed to Max L. Fuller, Secretary, U.S. Xpress Enterprises, Inc., 4080 Jenkins Road, Chattanooga, Tennessee 37421. A stockholder who intends to present a proposal at the 2004 Annual Meeting, other thanmeeting pursuant to Rule 14a-8 under the Securities Exchange Act, of 1934, must provideby February 17, 2007. However, if the Company with notice of such intention by at least February 24, 2004, or managementdate of the Company2007 annual meeting of stockholders is more than thirty (30) days before or after May 2, 2007, then the deadline for submitting any such stockholder proposal will be a reasonable time before we mail the proxy materials relating to such meeting. Pursuant to Rule 14(a)-4(c)(1) under the Exchange Act, the proxy holders designated by an executed proxy in the form accompanying our 2007 proxy statement will have discretionary voting authority to vote on any stockholder proposal that is not received on or prior to the deadline described above.

Written copies of all stockholder proposals should be sent to us at our principal executive offices, 4080 Jenkins Road, Chattanooga, Tennessee 37421, to the 2004 Annual Meeting with respect to any such proposal without discussionattention of the matter in the Company’s proxy materials. Proposals of stockholdersMax L. Fuller, Secretary. Stockholder proposals must comply with the rules and regulations of the SecuritiesSEC.

OTHER MATTERS

The Board of Directors does not intend to present at the annual meeting any matters other than those described herein and Exchange Commission.

does not presently know of any matters that will be presented by other parties.


U.S. Xpress Enterprises, Inc.
 
Patrick E. Quinn
Co-Chairman, President, and Treasurer
 
Max L. Fuller
Co-Chairman, Chief Executive Officer, and Secretary

April 3, 2006





APPENDIX A copy

U.S. XPRESS ENTERPRISES, INC.

2006 OMNIBUS INCENTIVE PLAN





APPENDIX A

TABLE OF CONTENTS
ARTICLE I PURPOSE AND EFFECTIVE DATEA-1
Section 1.1 Purpose
A-1
Section 1.2. Effective Date
A-1
Section 1.3. Successor Plan
A-1
ARTICLE II DEFINITIONS AND CONSTRUCTIONA-1
Section 2.1. Certain Defined Terms
A-1
Section 2.2. Other Defined Terms
A-4
Section 2.3. Construction
A-4
ARTICLE III ELIGIBILITYA-4
Section 3.1. In General
A-4
Section 3.2. Incentive Stock Options
A-4
ARTICLE IV PLAN ADMINISTRATIONA-4
Section 4.1. Responsibility
A-4
Section 4.2. Authority of the Committee
A-4
Section 4.3. Option Repricing
A-5
Section 4.4. Section 162(m) of the Code
A-5
Section 4.5. Action by the Committee
A-5
Section 4.6. Allocation and Delegation of Authority
A-5
ARTICLE V FORM OF AWARDSA-5
Section 5.1. In General
A-5
Section 5.2. Foreign Jurisdictions
A-6
ARTICLE VI SHARES SUBJECT TO PLANA-6
Section 6.1. Available Shares
A-6
Section 6.2. Adjustment Upon Certain Events
A-6
Section 6.3. Maximum Award Payable
A-7
ARTICLE VII PERFORMANCE AWARDSA-7
Section 7.1. Purpose
A-7
Section 7.2. Eligibility
A-7
Section 7.3. Discretion of Committee with Respect to Performance Awards
A-7
Section 7.4. Payment of Performance Awards
A-7
ARTICLE VIII STOCK OPTIONSA-8
Section 8.1. In General
A-8
Section 8.2. Terms and Conditions of Stock Options
A-8
Section 8.3. Restrictions Relating to Incentive Stock Options
A-8
Section 8.4. Exercise
A-8
ARTICLE IX STOCK APPRECIATION RIGHTSA-8
Section 9.1. In General
A-8
Section 9.2. Terms and Conditions of Tandem SARs
A-9
Section 9.3. Terms and Conditions of Freestanding SARs
A-9
Section 9.4. Deemed Exercise
A-9
Section 9.5. Payment
A-9
ARTICLE X STOCK AWARDSA-9
Section 10.1. Grants
A-9
Section 10.2. Performance Criteria
A-9
Section 10.3. Rights as Stockholders
A-9
Section 10.4. Evidence of Award
A-9
ARTICLE XI RESTRICTED STOCK UNIT AWARDSA-9
Section 11.1. Grants
A-9
Section 11.2. Rights as Stockholders
A-10
Section 11.3. Evidence of Award
A-10
ARTICLE XII PERFORMANCE UNITSA-10
Section 12.1. Grants
A-10
Section 12.2. Performance Criteria
A-10



ARTICLE XIII PAYMENT OF AWARDSA-10
Section 13.1. Payment
A-10
Section 13.2. Withholding Taxes
A-10
ARTICLE XIV DIVIDEND AND DIVIDEND EQUIVALENTSA-10
ARTICLE XV DEFERRAL OF AWARDSA-11
ARTICLE XVI MISCELLANEOUSA-11
Section 16.1. Nonassignability
A-11
Section 16.2. Regulatory Approvals and Listings
A-11
Section 16.3. No Right to Continued Employment or Grants
A-11
Section 16.4. Amendment/Termination
A-11
Section 16.5. Governing Law
A-11
Section 16.6. No Right, Title, or Interest in Company Assets
A-11
Section 16.7. No Guarantee of Tax Consequences
A-11






U.S. XPRESS ENTERPRISES, INC.

2006 OMNIBUS INCENTIVE PLAN


ARTICLE I
PURPOSE AND EFFECTIVE DATE

Section 1.1.Purpose. The purpose of the Plan is to provide annual incentives to certain Employees, Directors, and Consultants of the Company in a manner designed to reinforce the Company's performance goals; to link a significant portion of Participants' compensation to the achievement of such goals; and to continue to attract, motivate, and retain key personnel on a competitive basis.

Section 1.2.Effective Date. The Plan was adopted by the Board of Directors on March 10, 2006, and became effective upon approval by the stockholders on May 2, 2006.

Section 1.3.Successor Plan.This Plan shall serve as the successor to the U.S. Xpress Enterprises, Inc. annual report on Form 10-K for2002 Stock Incentive Plan and the year ended December 31, 2002 is being mailed to stockholders with this Notice and Proxy Statement. The Company hereby undertakes to provide to any recipient of this Proxy Statement, upon his or her request and payment of a fee of $0.25 per page to reimburse the Company for its expenses in connection therewith, a copy of any of the exhibits to the annual report on Form 10-K. Requests for such copies should be directed to the Company at its principal executive offices, 4080 Jenkins Road, Chattanooga, Tennessee 37421, Telephone: (423) 510-3000, Attention: Corporate Secretary.

April 9, 2003

- 20 -

ANNEX A

2003 U.S. XPRESS ENTERPRISES, INC.

EMPLOYEE STOCK PURCHASE PLAN

ANNEX A

2003 U.S. XPRESS ENTERPRISES, INC.

EMPLOYEE STOCK PURCHASE PLAN

1.     PURPOSE OF THE PLAN

The purpose of the 2003 U.S. Xpress Enterprises, Inc. Employee2003 Non-Employee Directors Stock PurchaseAward and Option Plan is(the "Predecessor Plans"), and no further awards shall be made under the Predecessor Plans from and after the effective date of this Plan. All outstanding awards under the Predecessor Plans immediately prior to encouragethe effective date of this Plan are hereby incorporated into this Plan and shall accordingly be treated as outstanding awards under this Plan; provided, however, each such award shall continue to be governed solely by the terms and conditions of the instrument evidencing such award and interpreted under the terms of the respective Predecessor Plan, and, except as otherwise expressly provided herein, no provision of this Plan shall affect or otherwise modify the rights or obligations of holders of such incorporated awards with respect to their acquisition of shares of Common Stock, or otherwise modify the rights or the obligations of the holders of such awards. Any shares of Common Stock reserved for issuance under the Predecessor Plans in excess of the number of shares as to which awards have been awarded thereunder, plus any such shares as to which awards granted under the Predecessor Plans may lapse, expire, terminate or be cancelled, shall be deemed available for issuance or reissuance under Section 6.1 of the Plan.


ARTICLE II
DEFINITIONS AND CONSTRUCTION

Section 2.1.Certain Defined Terms. As used in this Plan, unless the context otherwise requires, the following terms shall have the following meanings:

(a)"Award" means any form of stock ownershipoption, stock appreciation right, Stock Award, Restricted Stock Unit Award, performance unit, Performance Award, or other incentive award granted under the Plan, whether singly, in combination, or in tandem, to a Participant by eligible employeesthe Committee pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Award Notice or otherwise.

(b)"Award Notice" means the document establishing the terms, conditions, restrictions, and/or limitations of U.S. Xpress Enterprises, Inc. (“USXE”)an Award in addition to those established by this Plan and eachby the Committee's exercise of its participating subsidiaries, thereby increasing eligible employees’ personal interest in U.S. Xpress Enterprises, Inc.’s continued success and progress.administrative powers. The Plan is intended to facilitate regular investmentCommittee will establish the form of the document in the Class A Common Stockexercise of U.S. Xpress Enterprises, furnishing a convenientits sole and absolute discretion.

(c)"Board" means for eligible employees to make stock purchases through payroll deduction. The Plan is intended to comply with the provisionsBoard of Section 423Directors of the Company.

(d)"CEO" means the Chief Executive Officer of the Company.

(e)  "Code" means the Internal Revenue Code of 1986, as amended.

amended from time to time, including the regulations thereunder and any successor provisions and the regulations thereto.



A-1
2.     DEFINITIONSTABLE OF CONTENTS


(f)  "Committee" means (i) the Board, and (ii) the Compensation Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan; provided that, the Committee shall consist of two or more Directors, all of whom are both a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act and an "outside director" within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3), or any successor definition adopted under Section 162(m) of the Code.

(g)  "Common Stock" means the Class A Common Stock, par value $0.01 per share, of the Company.

(h)  "Company" means U.S. Xpress Enterprises, Inc., a Nevada corporation, and its Subsidiaries.

(i)"Consultants" means the consultants, advisors, and independent contractors retained by the Company.

(j)  "Covered Employee" means an Employee who is a "covered employee" within the meaning of Section 162(m) of the Code.

(k)  "Director" means a Non-Employee member of the Board.

(l)"Effective Date" means the date an Award is determined to be effective by the Committee upon its grant of such Award, which date shall be set forth in the applicable Award Notice.

(m)"Employee" means any person employed by the Company on a full or part-time basis.

(n)"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, including the rules thereunder and any successor provisions and the rules thereto.

(o)"Fair Market Value" means the closing price of the Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, and the closing price shall be the last reported sale price, regular way, on such date (or, if no sale takes place on such date, the last reported sale price, regular way, on the next preceding date on which such sale took place), as reported by such exchange. If the Common Stock is not then so listed or admitted to trading on a national securities exchange, then Fair Market Value shall be the closing price (the last reported sale price, regular way) of the Common Stock in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), if the closing price of the Common Stock is then reported by NASDAQ. If the Common Stock closing price is not then reported by NASDAQ, then Fair Market Value shall be the mean between the representative closing bid and closing asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ. If the Common Stock bid and asked prices are not then reported by NASDAQ, then Fair Market Value shall be the quote furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. If no member of the National Association of Securities Dealers, Inc. then furnishes quotes with respect to the Common Stock, then Fair Market Value shall be the value determined by the Committee in good faith.

(p)"Negative Discretion" means the discretion authorized by the Plan to be applied by the Committee in determining the size of a Performance Award for a Performance Period if, in the Committee's sole judgment, such application is appropriate. Negative Discretion may only be used by the Committee to eliminate or reduce the size of a Performance Award. In no event shall any discretionary authority granted to the Committee by the Plan, including, but not limited to Negative Discretion, be used to: (a) grant Performance Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained under the applicable Performance Formula; or (b) increase a Performance Award above the maximum amount payable under Section 6.3 of the Plan.

(q)"Participant" means any Employee, Director, or Consultant to whom an Award has been granted under the Plan.

(r)  "Performance Awards" means the Stock Awards and performance units granted pursuant to Article VII. Performance Awards are intended to qualify as "performance-based compensation" under Section 162(m) of the Code.



(s)"Performance Criteria" means the one or more criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period. The Performance Criteria that will be used to establish such Performance Goal(s) shall be expressed in terms of the attainment of specified levels of one or any variation or combination of the following: revenues (including, without limitation, measures such as revenue per mile (loaded or total) or revenue per tractor), net revenues, fuel surcharges, accounts receivable collection or days sales outstanding, cost reductions and savings (or limits on cost increases), safety and claims (including, without limitation, measures such as accidents per million miles and number of significant accidents), operating income, operating ratio, income before taxes, net income, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted net income, earnings per share, adjusted earnings per share, stock price, working capital measures, return on assets, return on revenues, debt-to-equity or debt-to-capitalization (in each case with or without lease adjustment), productivity and efficiency measures (including, without limitation, measures such as driver turnover, trailer to tractor ratio, and tractor to non-driver ratio), cash position, return on stockholders' equity, return on invested capital, cash flow measures (including, without limitation, free cash flow), market share, stockholder return, economic value added, or completion of acquisitions (either with or without specified size). In addition, the Committee may establish, as additional Performance Criteria, the attainment by a Participant of one or more personal objectives and/or goals that the Committee deems appropriate, including but not limited to implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans for the Company, or the exercise of specific areas of managerial responsibility. Each of the Performance Criteria may be expressed on an absolute and/or relative basis with respect to one or more peer group companies or indices, and may include comparisons with past performance of the Company (including one or more divisions thereof, if any) and/or the current or past performance of other companies.

(t)"Performance Formula" means, for a Performance Period, the one or more objective formulas (expressed as a percentage or otherwise) applied against the relevant Performance Goal(s) to determine, with regard to the Award of a particular Participant, whether all, some portion but less than all, or none of the Award has been earned for the Performance Period.

(u)"Performance Goals" means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. Any Performance Goal shall be established in a manner such that a third party having knowledge of the relevant performance results could calculate the amount to be paid to the Participant. For any Performance Period, the Committee is authorized at any time during the initial time period permitted by Section 162(m) of the Code, or at any time thereafter, in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development; (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; and (iii) in view of the Committee's assessment of the business strategy of the Company, performance of comparable organizations, economic and business conditions, and any other circumstances deemed relevant.

(v)  "Performance Period" means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to and the payment of a Performance Award.

(w)  "Plan" means this 2006 Omnibus Incentive Plan, as amended from time to time.

(x)  "Restricted Stock Unit Award" means an Award granted pursuant to Article XI in the form of a right to receive shares of Common Stock on a future date.

(y)"Securities Act" means the Securities Act of 1933, as amended from time to time, including the rules thereunder and any successor provisions and the rules thereto.

(z)  "Stock Award" means an award granted pursuant to Article X in the form of shares of Common Stock, restricted shares of Common Stock, and/or units of Common Stock.

(aa)     "Subsidiary" means a corporation or other business entity in which the Company directly or indirectly has an ownership interest of twenty percent (20%) or more, except that with respect to incentive stock options, "Subsidiary" shall mean "subsidiary corporation" as defined in Section 424(f) of the Code.


Section 2.2.Other Defined Terms. Unless the context otherwise requires, all other capitalized terms shall have the meanings set forth in the other Articles and Sections of this Plan.

Section 2.3.Construction. In any necessary construction of a provision of this Plan, the masculine gender may include the feminine, and the singular may include the plural, and vice versa.

ARTICLE III
ELIGIBILITY

Section 3.1.In General. Subject to Section 3.2 and Article IV, all Employees, Directors, and Consultants are eligible to participate in the Plan. The Committee may select, from time to time, Participants from those Employees, Directors, and Consultants.

Section 3.2.Incentive Stock Options. Only Employees shall be eligible to receive "incentive stock options" (within the meaning of Section 422 of the Code).

ARTICLE IV
PLAN ADMINISTRATION

Section 4.1.Responsibility. The Committee shall have total and exclusive responsibility to control, operate, manage, and administer the Plan in accordance with its terms.

Section 4.2.Authority of the Committee. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to:

(a)determine eligibility for participation in the Plan;

(b)  select the Participants and determine the type of Awards to be made to Participants, the number of shares subject to Awards and the terms, conditions, restrictions, and limitations of the Awards, including, but not by way of limitation, restrictions on the transferability of Awards and conditions with respect to continued employment, performance criteria, confidentiality, and non-competition;

(c)interpret the Plan;

(d)  construe any ambiguous provision, correct any default, supply any omission, and reconcile any inconsistency of the Plan;

(e)  issue administrative guidelines as an aid to administer the Plan and make changes in such guidelines as it from time to time deems proper;

(f)  make regulations for carrying out the Plan and make changes in such regulations as it from time to time deems proper;

(g)to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions, and limitations;

(h)promulgate rules and regulations regarding treatment of Awards of a Participant under the Plan in the event of such Participant's death, disability, retirement, termination from the Company, or breach of agreement by the Participant, or in the event of a change of control of the Company;

(i)accelerate the vesting, exercise, or payment of an Award or the Performance Period of an Award when such action or actions would be in the best interest of the Company;

(j)establish such other types of Awards, besides those specifically enumerated in Article V hereof, which the Committee determines are consistent with the Plan's purpose;


(k)subject to Section 4.3, grant Awards in replacement of Awards previously granted under this Plan or any other executive compensation plan of the Company;

(l)  establish and administer the Performance Goals and certify whether, and to what extent, they have been attained;

(m)  determine the terms and provisions of any agreements entered into hereunder;

(n)take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan; and

(o)make all other determinations it deems necessary or advisable for the administration of the Plan, including factual determinations.

The decisions of the Committee and its actions with respect to the Plan shall be final, binding, and conclusive upon all persons having or claiming to have any right or interest in or under the Plan.

Section 4.3.Option Repricing. Except for adjustments pursuant to Section 6.2, the Committee shall not reprice any stock options and/or stock appreciation rights unless such action is approved by the Company's stockholders. For purposes of the Plan, the following termsterm "reprice" shall havemean the meanings indicated herein.

     (a) “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
     (b) “Committee” shall mean the Compensation Committee of the Board of Directors of U.S. Xpress Enterprises, Inc. or such other persons as the Board of Directors of U.S. Xpress Enterprises, Inc. appoints as the Committee from time to time pursuant to the requirements of the Plan.
     (c) “Common Stock” shall mean U. S. Xpress Enterprises, Inc. Class A Common Stock, par value $.01 per share.
     (d) “USXE” shall mean U.S. Xpress Enterprises, Inc. and each Subsidiary Employer. The term “Company” shall include any corporation into which U.S. Xpress Enterprises, Inc. may be merged or consolidated, provided such corporation does not affirmatively disavow the Plan.
     (e) “Compensation” shall mean the amount of a Participant’s base salary, before giving effect to any compensation reductions madereduction, directly or indirectly, in connection with any plans described in Sections 401(k) or 125 of the Code.
     (f) “Custodian” shall mean any custodian appointed by the Committee pursuant to Section 7 herein to hold the shares of Common Stock purchased under the Plan and to maintain the Investment Accounts.
     (g) “Eligible Employee” shall mean an employee of USXE who is eligible to participate in the Plan in any Option Period under the rules set forth in Section 5 herein.
     (h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
(i) “Exercise Date” shall mean the last trading day of each Option Period;provided however, with respect to any option exercised pursuant to Section 5(e) or Section 5(f), the term shall mean the date specified in Section 5(e) or Section 5(f), as applicable.
     (j) “Exercise Price” shall mean, for each share of Common Stock purchased on an Exercise Date hereunder, the lesser of (i) eighty-five percent (85%) of the Fair Market Value of such share on such Exercise Date, or (ii) eighty-five percent (85%) of the Fair Market Value of such share on the Grant Date for the applicable Option Period.
     (k) “Fair Market Value” of a share of Common Stock with respect to any trading day shall be (i) the closing sales price on such day of a share of Common Stock as reported on the consolidated tape for the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the last sale price as reported on The NASDAQ National Market or (iii) if no sales occurred on such day, the average of the closing bid and ask prices on such day, as reported on the National Association of Securities Dealers Automated Quotation System or (iv) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a share of Common Stock shall not be so

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reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its absolute discretion.
     (l) “Grant Date” shall mean the first trading day of each Option Period.
     (m) “Investment Account” shall mean a separate account maintained by USXE or the Custodian for each Participant which reflects the number of shares of Common Stock purchased under the Plan by such Participant and held for such Participant.
     (n) “Option Period” shall mean each successive period of six (6) months (i) commencing on January 1 and ending on June 30 and (ii) commencing on July 1 and ending on December 31. The first Option Period shall commence on July 1, 2003 and end on December 31, 2003.
     (o) “Participant” shall mean, with respect to any option Period, each Eligible Employee who has elected to have amounts deducted from his compensation pursuant to Section 6(a)(i) herein for such Option Period.
     (p) “Plan” shall mean the 2003 U.S. Xpress Enterprises, Inc. Employee Stock Purchase Plan.
     (q) “Statutory Insider” shall mean any individual subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to USXE, and any other person so designated by resolution of the Board of Directors of USXE.
     (r) “Subsidiary Employer” means a subsidiary (within the meaning of Section 424(f) of the Code) of U.S. Xpress Enterprises, Inc. other than a subsidiary whose employees have not been permitted by the Board of Directors of USXE to participate in the Plan, or which has terminated its participation in or withdrawn from the Plan.

3.     COMMON STOCK RESERVED FOR THE PLAN

There shall be reserved for issuance under the Plan a totalper-share exercise price of five hundred thousand (500,000) shares of Common Stock, subject to adjustment as provided in Section 11 herein. Shares of Common Stockan outstanding stock option(s) and/or stock appreciation right(s) issued under the Plan by amendment, cancellation, or substitution.


Section 4.4.Section 162(m) of the Code. With regard to Awards issued to Covered Employees that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, the Plan shall, for all purposes, be interpreted and construed with respect to such Awards in the manner that would result in such interpretation or construction satisfying the exemptions available under Section 162(m) of the Code.

Section 4.5.Action by the Committee. Except as otherwise provided by Section 4.6, the Committee may act only by a majority of its members. Any determination of the Committee may be either authorizedmade, without a meeting, by a writing or writings signed by all of the members of the Committee.

Section 4.6.Allocation and unissued shares, treasury shares (whether acquired in the open market or otherwise) or both.

Delegation of Authority4.     ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee.. The Committee shall have the authority, consistent withmay allocate all or any portion of its responsibilities and powers under the Plan to determineany one or more of its members, the eligibilityCEO, or other senior members of management as the Committee deems appropriate, and may delegate all or any part of its responsibilities and powers to any such person or persons; provided, that any such allocation or delegation be in writing; provided, further, that only the Committee, or other committee consisting of two or more Directors, all of whom are both "Non-Employee Directors" within the meaning of Rule 16b-3 under the Exchange Act and "outside directors" within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3), or any successor definition adopted under Section 162(m) of the Code, may select and grant Awards to Participants who are subject to Section 16 of the Exchange Act or are Covered Employees. The Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.


ARTICLE V
FORM OF AWARDS

Section 5.1.In General. Awards may, at the Committee's sole discretion, be paid in the form of Performance Awards pursuant to Article VII, stock options pursuant to Article VIII, stock appreciation rights pursuant to Article IX, Stock Awards pursuant to Article X, Restricted Stock Unit Awards pursuant to Article XI, performance units pursuant to Article XII, any form established by the Committee pursuant to Section 4.2(j), or a combination thereof. Each Award shall be subject to the terms, conditions, restrictions, and limitations of the Plan and the Award Notice for such Award. Awards under a particular Article of the Plan need not be uniform and Awards under two or more Articles may be combined into a single Award Notice. Any combination of Awards may be granted at one time and on more than one occasion to the same Participant.



Section 5.2.Foreign Jurisdictions.

(a)Special Terms. In order to facilitate the making of any Award to Participants who are employed or retained by the Company outside the United States as Employees, Directors, or Consultants (or who are foreign nationals temporarily within the United States), the Committee may provide for such modifications and additional terms and conditions ("Special Terms") in Awards as the Committee may consider necessary or appropriate to accommodate differences in local law, policy, or custom or to facilitate administration of the Plan. The Special Terms may provide that the grant of an employeeAward is subject to participate(i) applicable governmental or regulatory approval or other compliance with local legal requirements and/or (ii) the execution by the Participant of a written instrument in the form specified by the Committee, and that in the event such conditions are not satisfied, the grant shall be void. The Special Terms may also provide that an Award shall become exercisable or redeemable, as the case may be, if an Employee's employment or Director or Consultant's relationship with the Company ends as a result of workforce reduction, realignment, or similar measure and the Committee may designate a person or persons to make such determination for a location. The Committee may adopt or approve sub-plans, appendices or supplements to, or amendments, restatements, or alternative versions of, the Plan to construe, interpret and enforceas it may consider necessary or appropriate for purposes of implementing any Special Terms, without thereby affecting the terms of the Plan as in good faith,effect for any other purpose; provided, however, no such sub-plans, appendices or supplements to, adopt, amend and rescind rules and regulations for the administrationor amendments, restatements, or alternative versions of, the Plan and to make all determinationsshall: (x) increase the limitations contained in connection therewith which may be necessarySection 6.3; (y) increase the number of available shares under Section 6.1; or advisable, and all such actions shall be binding for all purposes under the Plan. The Plan shall be administered at the expense of USXE.

No member of the Committee shall be liable for any action, omission or determination relating to the Plan, and USXE shall indemnify and hold harmless each member of the Committee, and each other director or employee of USXE to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost, expense (including reasonable attorneys’ fees) or liability arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of USXE.

5.     ELIGIBILITY

(a) Only employees of USXE shall be eligible to participate in the Plan during each Option Period;provided however, the following shall not be eligible to participate in the Plan:

     (i) an employee whose date of commencement of employment with USXE is less than one (1) year prior to the Grant Date for such Option Period;
     (ii) an employee whose customary employment is less than twenty (20) hours per week;
     (iii) an employee whose customary employment is for not more than five (5) months per calendar year;
     (iv) an employee who, on the Grant Date for such Option Period, owns (within the meaning of Sections 423(b)(3) and 424(d) of the Code) securities possessing five percent (5%) or more of the total combined

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voting power or value of all classes of stock of USXE, including Common Stock which such employee would be entitled to purchase on such Grant Date but for this Section 5(a)(iv); and
     (v) an employee who is not a citizen of the United States and who is not permitted to participate in the Plan under applicable foreign law.

(b) Notwithstanding any provision in(z) cause the Plan to the contrary, ifcease to satisfy any employee who elects pursuant to Section 6 herein to authorize USXE to deduct any amounts from his Compensation for any Option Period becomes an employee described in clause (iv)conditions of Section 5(a) herein prior to the Exercise Date for such amounts, then USXE shall not apply such amounts to purchase any Common StockRule 16b-3 under the PlanExchange Act.


(b)Currency Effects. Unless otherwise specifically determined by the Committee, all Awards and payments pursuant to such election, and such amountsAwards shall be returned to such employee as soon as practicable following such Exercise Date, with no interest credited thereto.

(c) Notwithstanding any provisiondetermined in the PlanUnited States currency. The Committee shall determine, in its discretion, whether and to the contrary, ifextent any employee who electspayments made pursuant to Section 6 herein to authorize USXE to deduct any amounts from his Compensation for any Option Period ceases to be an employee of USXE for any or no reason (except for termination by reason of death, retirement as described in Section 5(e) or disability as described in Section 5(f)) prior to the Exercise Date for such amounts, then (i) no amounts shall be deducted from such employee’s Compensation after the date of such termination of employment, (ii) USXE shall not apply any amounts deducted during such Option Period to purchase Common Stock under the Plan, and any such amounts shall be returned to such employee as soon as practicable following the Exercise Date for such amounts, with no interest credited thereto, and (iii) such employee shall not be eligible to participate in the Plan for any Option Period commencing after the date of such termination of employment.

(d) If a Participant should die while employed by USXE, no further contributions on behalf of the deceased Participant shall be made. The legal representative of the deceased Participant may elect to withdraw the balance in said Participant’s Investment Account by notifying USXE in writing prior to the Exercise Date in the Option Period during which the Participant died. In the event no election to withdraw is made on or before the Exercise Date, the balance accumulated in the deceased Participant’s Investment Account shall be used to purchase shares of Common Stock in accordance with Section 7. Any money remaining which is insufficient to purchase a whole share shall be paid to the legal representative.

(e) If a Participant should retire from the employment of USXE at or after attaining age sixty-two (62), no further contributions on behalf of the retired Participant shall be made. The Participant may elect to withdraw the balance in his Investment Account by notifying USXE in writing prior to the earlier of: (i) the last day of the Option Period or (ii) three months after the date on which the Participant retired. In the event no election to withdraw is made within such period, Participant shall have no further withdrawal rights, shall be deemed to have exercised his option on the last day of such period and the balance accumulated in the retired Participant’s Investment Account shall be used to purchase shares of Common Stock in accordance with Section 7, and any money remaining which is insufficient to purchase a whole share shall be paid to the retired Participant.

(f) If a Participant should terminate employment with USXE on account of disability (as determined by reference to the definition of “disability” in any then current stock option plan of USXE under which incentive stock options may be granted or in the absence of such a definition, as reasonably determined by the Committee) no further contributions on behalf of the disabled Participant shall be made. The Participant may elect to withdraw the balance in his Investment Account by notifying USXE in writing prior to the earlier of: (i) the last day of the Option Period or (ii) three months after the date the Participant became disabled. In the event no election to withdraw is made within such period, Participant shall have no further withdrawal rights, shall be deemed to have exercised his option on the last day of such period and the balance accumulated in the disabled Participant’s Investment Account shall be used to purchase shares of Common Stock in accordance with Section 7, and any money remaining which is insufficient to purchase a whole share shall be paid to the disabled Participant.

(g) If the stock of a corporation is acquired by USXE or a Subsidiary Employer so that the acquired corporation becomes a subsidiary within the meaning of Section 424(f) of the Code, or if such a subsidiary is created, the subsidiary in either case shall automatically become a Subsidiary Employer and its employees shall become eligible to participate in the Plan on the first Grant Date for the next Option Period after the acquisition or creation of the subsidiary, as the case may be. In the case of an acquisition, credit shall be given to employees of the acquired subsidiary for service with such corporation prior to the acquisition for purposes of Section 5(a)(i) hereof. Notwithstanding the foregoing, the Board of Directors of USXE may by appropriate resolutions (i) provide that the acquired or newly created subsidiary shall not be a

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Subsidiary Employer, (ii) specify that the acquired or newly created subsidiary will become a Subsidiary Employer on a date other than the first Grant Date for the next Option Period after the acquisition or creation, or (iii) attach any conditions whatsoever (including denial of credit for prior service) to eligibility of the employees of the acquired or newly created subsidiary.

6.     PARTICIPATION

(a) Regular Payroll Contributions:

(i) Each Eligible Employee shall be furnished a summary of the Plan and an enrollment form and may elect to participate in the Plan for such Option Period, effective on the Grant Date for such Option Period, by completing the enrollment form provided by USXE and returning it to USXE on or prior to the fifteenth (15th) day of the month preceding the month in which such Option Period commences. For each Option Period during which an Eligible Employee elects to participate in the Plan, such Eligible Employee shall authorize USXE to deduct through a payroll deduction an exact number of dollars per month, but not less than $20.00 per month, or $5.00 per pay period;provided, however,that the total amount for such Option Period shall not exceed ten percent (10%) of such Eligible Employee’s Compensation for such Option Period. Deductions shall be made in each regular payroll period during such Option Period.
     (ii) Subject to Section 6(a)(iii) herein, after the last date for making a participation election described in Section 6(a)(i) herein for any Option Period, a Participant shall not be entitled to increase or reduce the amount of Compensation deducted from his Compensation for such Option Period. A Participant may elect to reduce or increase the amount of his Compensation deducted pursuant to the Plan effective for an Option Period by filing a new enrollment form not later than the last date for making a participation election described in Section 6(a)(i) for such Option Period.
     (iii) A Participant may elect to reduce the amount of his Compensation deducted pursuant to the Plan to zero, effective for any payroll period beginning after the last date for making a participation election described in Section 6(a)(i) herein for any Option Period, by the filing of a suspension form in the form provided by USXE. A participant making a termination election under this Section 6(a)(iii) shall be deemed to have terminated his participation in the Plan and may not commence participation in the Plan again until the Grant Date of the Option Period immediately following the Option Period in which such termination occurs (or, in the case of a Participant who is a Statutory Insider, the Grant Date that is at least six (6) months after the date that is the later of the date of his discontinuance of contributions or (if applicable) the date of his withdrawal of the balance of his contributions) by filing a new enrollment form pursuant to the requirements of Section 6(a)(i) herein.

(b) A Participant shall automatically continue to participate in the Plan at the same amount of deductions until the Participant makes an election described in Section 6(a)(ii) or (iii) herein.

(c) No interest will be paid on any amounts of Compensation deducted under the Plan;provided, however, USXE, in its sole discretion, may set such amounts aside in a separate account with the Custodian which shall bear interest at a rate specified from time to time by USXE and any such interest shall be used by USXE to defray Plan expenses.

(d) Any election permitted by this Section 6Award shall be made in writing in the form determined by the Committee from timelocal currency, as opposed to time. The time by which an election must be made as provided herein shall be subject to change by the Committee.

(e) All Participants shall have the same rights and privileges under this Plan, except as stated above with respect to the maximum percentage of Compensation which a Participant may contribute to the Plan.

7.     ISSUANCE OF OPTIONS; PURCHASES

On the Grant Date of each Option Period, each Participant shall be deemed to receive an option to purchase shares of Common Stock at the Exercise Price for such Option Period with the number of shares determined as provided in this section 7, subject to the maximum number of shares specified in Section 8. All such options shall be automatically exercised on the following Exercise Date, except for options which are canceled when a Participant withdraws the balance of his Investment Account or which are otherwise terminated under the provisions of this Plan. All amounts deducted

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pursuant to Section 6 hereof from a Participant’s Compensation during an Option Period, together with any interest credited thereon pursuant to Section 6(c) hereof and any cash dividends which may have been declared and paid by USXE on shares of Common Stock held in a Participant’s Investment Account, shall be applied by the Committee on the Exercise Date for such Option Period to purchase from USXE the maximum number of whole shares of Common Stock determined by dividing the Exercise Price into the balance of the Participant’s Investment Account. Any money remaining in a Participant’s Investment Account representing a fractional share shall remain in his Investment Account to be used in the next Option Period;provided, however,that if the Participant does not enroll for the next Option Period, the balance remaining shall be returned to him in cash. The Committee may elect to appoint the Custodian for the Plan to hold all shares purchased under the Plan and to maintain a separate Investment Account for each Participant, to which purchases for such Participant and dividends on the Common Stock purchased shall be credited. Each Participant shall receive a statement as soon as practicable after the termination of each Option Period reflecting purchases for his account under the Plan through the date of such termination.

8.     LIMITATION ON THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE PURCHASED

Notwithstanding any provision to the contrary in the Plan, no right to purchase Common Stock under the Plan shall permit an employee to purchase stock, together with any stock which such employee has a right to purchase under all other “employee stock purchase plans” (within the meaning of Section 423 of the Code) maintained by USXE, at a rate which exceeds $25,000 of Fair Market Value of such stock (determined at the Grant Date for the Option Period during which each such share of Common Stock is purchased) for each calendar year in which the right is outstanding at any time. The maximum number of shares of Common Stock which may be purchased on any Exercise Date by any Participant hereunder shall be one thousand two hundred fifty (1,250) shares.

9.     RIGHTS AS A SHAREHOLDER; HOLDING PERIOD

(a) From and after the Exercise Date on which shares of Common Stock are purchased by a Participant under the Plan, such Participant shall have all of the rights and privileges of a shareholder of USXE with respect to such shares. A Participant shall be entitled to direct USXE, or if a Custodian has been appointed, the Custodian, to transfer to him a certificate representing all or any portion of the shares of Common Stock purchased by him hereunder. Once a share certificate has been issued to a Participant, the shares of Common Stock represented by such certificate shall no longer be treated as being held in the Participant’s Investment Account.

(b) Prior to the Exercise Date on which shares of Common Stock are purchased by a Participant, such Participant shall not have any rights as a shareholder of USXE with respect to such shares. Each Participant shall be a general unsecured creditor of USXE to the extent of any amounts deducted under the Plan from such Participant’s Compensation during the period prior to the Exercise Date on which such amounts are applied to the purchase of Common Stock or the returns of such amounts to the Participant.

(c) Participants (other than Statutory Insiders) may direct the Custodian to cause any certificates representing all or any portion of the shares of Common Stock purchased by him hereunder to be issued jointly with the right of survivorship to the Participant and any other individual chosen by the Participant or to the Participant as custodian for the Participant’s child under the Gift to Minors Act.

(d) Notwithstanding any other provision in the Plan to the contrary, no shares of Common Stock may be issued if USXE shall determine that such issuance would violate federal or state securities laws.

(e) Unless otherwise determined by the Committee, no Participant (or former Participant) shall sell or otherwise dispose of any shares of Common Stock acquired under this Plan prior to one year after the Exercise Date. If a Participant sells or otherwise disposes of any shares of Common Stock acquired under this Plan, such Participant (or former Participant) must notify USXE immediately in writing concerning such disposition. Any Participant who transfers shares in violation of this rule shall no longer be eligible to participate in this Plan. All shares issued pursuant to this Plan shall bear an appropriate restrictive legend.

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10.     RIGHTS NOT TRANSFERABLE

No Participant may transfer, assign, pledge, hypothecate or otherwise dispose of any rights granted under this Plan, except as provided by will or the applicable laws of descent and distribution, and no rights under this Plan shall be subject to execution, attachment or similar process by a Participant’s creditors. Any such attempted disposition of rights under the Plan, or levy of attachment or similar process upon such rights not specifically permitted herein shall be null and void and without effect. Rights under this Plan may be exercised only by the Participant during his lifetime, or by his estate or by the person acquiring such rights upon the Participant’s death by bequest or inheritance.

11.     ADJUSTMENT FOR CHANGES IN COMMON STOCK

United States dollars. In the event payments are made in local currency, the Committee may determine, in its discretion and without liability to any Participant, the method and rate of any change inconverting the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, thepayment into local currency.


ARTICLE VI
SHARES SUBJECT TO PLAN

Section 6.1.Available Shares. The maximum aggregate number of shares of Common Stock which mayshall be purchasedavailable for the grant of Awards under the Plan and the(including incentive stock options) during its term shall not exceed 1,000,000 (the "Share Reserve"); provided, however, that no more than one-half of such maximum number of shares thatof Common Stock may be purchasedused for Awards other than stock options or stock appreciation rights. The Share Reserve shall be subject to adjustment as provided in Section 6.2. Any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee's permission for Awards not involving Common Stock shall be available again for grant under the Plan. Moreover, if the exercise price of any Participant onAward granted under the Plan or the tax withholding requirements with respect to any Exercise Date pursuantAward granted under the Plan are satisfied by tendering shares of Common Stock to the last sentence of Section 8 hereof, shall be appropriately adjustedCompany (by either actual delivery or by the Committee. In the event of any change inattestation), only the number of shares of Common Stock outstanding by reasonissued net of any other event or transaction, the Committee may, but need not, make such adjustments in the number and class of shares of Common Stock which maytendered will be purchaseddeemed delivered for purposes of determining the Share Reserve available for delivery under the Plan. The shares of Common Stock available for issuance under the Plan asmay be authorized and unissued shares or treasury shares, including shares purchased in open market or private transactions. For the Committee may deem appropriate.

12.     AMENDMENT OF THE PLAN

The Boardpurpose of Directors of USXE may at any time, or from time to time, amend the Plan in any respect, except that, without the approval of a majority of the votes cast at a duly held meeting of the shareholders of USXE at which a quorum representing a majority of all outstanding voting stock of USXE is, either in person or by proxy, present and voting on the Plan, no amendment shall be made to (a) increasecomputing the total number of shares of Common Stock granted under the Plan, where one or more types of Awards, both of which are payable in shares of Common Stock, are granted in tandem with each other such that the exercise of one type of Award with respect to a number of shares cancels an equal number of shares of the other, the number of shares granted under both Awards shall be deemed to be equivalent to the number of shares under one of the Awards.


Section 6.2.Adjustment Upon Certain Events. In the event that there is, with respect to the Company, a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Common Stock or other corporate exchange, or any distribution to stockholders of Common Stock or other property or securities (other than regular cash dividends), or any transaction similar to the foregoing or other transaction that results in a change to the Company's capital structure, then the Committee shall make substitutions and/or adjustments to the maximum number of shares available for issuance under the Plan, the maximum Award payable under Section 6.3, the number of shares to be issued pursuant outstanding Awards, the option prices, exercise prices or purchase prices of outstanding Awards and/or any other affected terms of an Award or the Plan as the Committee, in its sole discretion and without liability to any person, deems equitable or appropriate. Unless the Committee determines otherwise, in no event shall an Award to any Participant that is intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code be adjusted pursuant to this Section 6.2 to the extent such adjustment would cause such Award to fail to qualify as "performance-based compensation" under Section 162(m) of the Code.


Section 6.3.Maximum Award Payable. Subject to Section 6.2, and notwithstanding any provision contained in the Plan to the contrary, the maximum Award payable (or granted, if applicable) to any one Participant under the Plan for a calendar year is 150,000 shares of Common Stock or, in the event the Award is paid in cash, $2.0 million.

ARTICLE VII
PERFORMANCE AWARDS

Section 7.1.Purpose. For purposes of Performance Awards issued to Employees, Directors, and Consultants that are intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, the provisions of this Article VII shall apply in addition to and, where necessary, in lieu of the provisions of Article X, Article XI, and Article XII. The purpose of this Article is to provide the Committee the ability to qualify the Stock Awards authorized under Article X, the Restricted Stock Unit Awards authorized under Article XI, and the performance units under Article XII as "performance-based compensation" under Section 162(m) of the Code. The provisions of this Article VII shall control over any contrary provision contained in Article X, Article XI, or Article XII.

Section 7.2.Eligibility. For each Performance Period, the Committee will, in its sole discretion, designate within the initial period allowed under Section 162(m) of the Code which Employees, Directors, and Consultants will be Participants for such period. However, designation of an Employee, Director, or Consultant as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period. The determination as to whether or not such Participant becomes entitled to an Award for such Performance Period shall be decided solely in accordance with the provisions of this Article VII. Moreover, designation of an Employee, Director, or Consultant as a Participant for a particular Performance Period shall not require designation of such Employee, Director, or Consultant as a Participant in any subsequent Performance Period, and designation of one Employee, Director, or Consultant as a Participant shall not require designation of any other Employee, Director, or Consultant as a Participant in such period or in any other period.

Section 7.3.Discretion of Committee with Respect to Performance Awards. The Committee shall have the authority to determine which Covered Employees or other Employees, Directors, or Consultants shall be Participants of a Performance Award. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s), whether the Performance Goal(s) is (are) to apply to the Company or any one or more subunits thereof and the Performance Formula. For each Performance Period, with regard to the Performance Awards to be issued for such period, the Committee will, within the initial period allowed under Section 162(m) of the Code, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 7.3 and record the same in writing.

Section 7.4.Payment of Performance Awards.

(a)Condition to Receipt of Performance Award. Unless otherwise provided in the relevant Award Notice, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for a Performance Award for such Performance Period.

(b)Limitation. A Participant shall be eligible to receive a Performance Award for a Performance Period only to the extent that: (1) the Performance Goals for such period are achieved; and (2) and the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant's Performance Award has been earned for the Performance Period.

(c)Certification. Following the completion of a Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to also calculate and certify in writing the amount of the Performance Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant's Performance Award for the Performance Period and, in so doing, shall apply Negative Discretion, if and when it deems appropriate.

(d)Negative Discretion. In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Award earned under the


Performance Formula for the Performance Period through the use of Negative Discretion, if in its sole judgment, such reduction or elimination is appropriate.

(e)Timing of Award Payments. The Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by Section 7.4(c).

ARTICLE VIII
STOCK OPTIONS

Section 8.1.In General. Awards may be granted in the form of stock options. These stock options may be incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options (i.e., stock options which are not incentive stock options), or a combination of both. All Awards under the Plan issued to Covered Employees in the form of non-qualified stock options shall qualify as "performance-based compensation" under Section 162(m) of the Code.

Section 8.2.Terms and Conditions of Stock Options. An option shall be exercisable in accordance with such terms and conditions and at such times and during such periods as may be determined by the Committee. The price at which Common Stock may be purchased upon exercise of a stock option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock, as determined by the Committee, on the Effective Date of the option's grant. In addition, the term of a stock option may not exceed ten (10) years. In the case of an incentive stock option granted to an employee participant who owns, directly or indirectly (as determined by reference to Section 424(d) of the Code), at the time the option is granted, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, the exercise price per share of Class A common stock for any stock option will not be less than one hundred ten percent (110%) of the fair market value of a share of Class A common stock on the day that the stock option is granted, and the term of the stock option may not exceed five (5) years.

Section 8.3.Restrictions Relating to Incentive Stock Options. Stock options issued in the form of incentive stock options shall, in addition to being subject to the terms and conditions of Section 8.2, comply with Section 422 of the Code. Accordingly, the aggregate Fair Market Value (determined at the time the option was granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company) shall not exceed $100,000 (or such other limit as may be required by Section 422 of the Code).

Section 8.4.Exercise. Upon exercise, the option price of a stock option may be paid in cash, or, to the extent permitted by the Committee, by tendering, by either actual delivery of shares or by attestation, shares of Common Stock, a combination of the foregoing, or such other consideration as the Committee may deem appropriate. The Committee shall establish appropriate methods for accepting Common Stock, whether restricted or unrestricted, and may impose such conditions as it deems appropriate on the use of such Common Stock to exercise a stock option. Stock options awarded under the Plan (except asmay also be exercised by way of a broker-assisted stock option exercise program, if any, provided insuch program is available at the first sentence contained in Section 11 herein), (b) extend the durationtime of the Plan, (c) reduceoption's exercise. Notwithstanding the purchaseforegoing or the provision of any Award Notice, a Participant may not pay the exercise price of a stock option using shares of Common Stock hereunder (except as provided in Section 11 herein), (d) materially increase the benefits accruing to Statutory Insiders under the Plan or (e) change the requirements as to eligibility for participation in the Plan. No action by the Board of Directors under this Section may adversely affect any rights granted hereunder without the consent of the holder thereof.

13.     GOVERNMENT AND OTHER REGULATIONS

(a) The Plan and the purchase of Common Stock hereunder shall be subject to all applicable federal, state and foreign laws, rules and regulations and to such approvals by any regulatory or government agency as may,if, in the opinion of counsel for USXE, be required.

(b) The Plan andto the purchase of Common Stock hereunder shall beCompany, (i) the Participant is, or within the six months preceding such exercise was, subject to all rules and regulations promulgated by the Committee regarding purchases and sales of Common Stock.

14.     SHAREHOLDER APPROVAL

If the Plan is not approved by the shareholders of USXE within twelve (12) months before or after the date the Plan is adopted by the Board of Directors of USXE, the Plan and all options thereunder shall terminate, the balance in each Participant’s Investment Account shall be refunded in cash as promptly as possible, and all rights and obligations hereunder shall be voidab initio.

15.     EFFECTIVE DATES OF THE PLAN

(a) Subject to Section 14 above, the Plan shall become effective on July 1, 2003, in accordance with applicable law, the requirements of Section 423 of the Code and the requirements of Rule 16b-3 promulgatedreporting under Section 16(b)16(a) of the Exchange Act.

(b) The Plan and all rights hereunder shall terminate on the earlier to occur of:

     (i) the date on which no Common Stock remains reserved for issuance under the Plan with respect to future deductions pursuant to the Plan; or
     (ii) the termination of the Plan by the Board of Directors of USXE.

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In the eventAct, (ii) there is a substantial likelihood that the Plan is terminateduse of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under circumstances described in clause (i) above, reserved shares remaining asSection 16 of the termination date shall be allocated to Participants onExchange Act, or (iii) there is a pro rata basis based onsubstantial likelihood that the amounts deducted from their Compensation during the Option Perioduse of such form of payment would result in which such termination occurs and prioraccounting treatment to the termination date. In the event the Plan is terminatedCompany under circumstances described in clause (ii) above,generally accepted accounting principles that the Committee may, at its discretion, provide that (i) amounts deducted pursuantreasonably determines is adverse to the Plan and not yet appliedCompany.

ARTICLE IX
STOCK APPRECIATION RIGHTS

Section 9.1.In General. Awards may be granted in the form of stock appreciation rights ("SARs"). SARs entitle the Participant to purchasereceive a payment equal to the appreciation in a stated number of shares of Common Stock from the exercise price to the Fair Market Value of the Common Stock on the date of exercise. The "exercise price" for a particular SAR shall be returneddefined in the Award Notice for that SAR. A SAR may be granted in tandem with all or a portion of a related stock option under the Plan ("Tandem SARs"), or may be granted separately ("Freestanding SARs"). A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. All Awards under the Plan issued to Covered Employees in the form of a SAR shall qualify as "performance-based compensation" under Section 162(m) of the Code.


Section 9.2.Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the Participants whose Compensation such amounts were deducted from, together with a cash payment equalextent, and only to 15%the extent, that the related stock option is exercisable, and the "exercise price" of such amountsa SAR (the base from which the value of the SAR is measured at its exercise) shall be the option price under the related stock option. However, at no time shall a Tandem SAR be issued if the option price of its related stock option is less than the Fair Market Value of the Common Stock, as determined by the Committee, on the Effective Date of the Tandem SAR's grant. If a related stock option is exercised as to some or (ii) a special Exercise Dateall of the shares covered by the Award, the related Tandem SAR, if any, shall occur prior to such termination on which date amounts deducted pursuantbe canceled automatically to the extent of the number of shares covered by the stock option exercise. Upon exercise of a Tandem SAR as to some or all of the shares covered by the Award, the related stock option shall be canceled automatically to the extent of the number of shares covered by such exercise. Moreover, all Tandem SARs shall expire not later than ten (10) years from the Effective Date of the SAR's grant.

Section 9.3.Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable or automatically mature in accordance with such terms and conditions and at such times and during such periods as may be determined by the Committee. The exercise price of a Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Effective Date of the Freestanding SAR's grant. Moreover, all Freestanding SARs shall expire not later than ten (10) years from the Effective Date of the Freestanding SAR's grant.

Section 9.4.Deemed Exercise. The Committee may provide that a SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR if at such time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of such SAR.

Section 9.5.Payment. Unless otherwise provided in an Award Notice, a SAR may be paid in cash, Common Stock or any combination thereof, as determined by the Committee, in its sole and absolute discretion, at the time that the SAR is exercised.

ARTICLE X
STOCK AWARDS

Section 10.1.Grants. Awards may be granted in the form of Stock Awards. Stock Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine.

Section 10.2.Performance Criteria. For Stock Awards conditioned, restricted, and/or limited based on Performance Goals, the length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and not yet appliedthe measure of whether and to purchasewhat degree such Performance Goals have been attained shall be conclusively determined by the Committee in the exercise of its absolute discretion. Performance Goals may be revised by the Committee, at such times as it deems appropriate during the Performance Period, in order to take into consideration any unforeseen events or changes in circumstances.

Section 10.3.Rights as Stockholders. During the period in which any restricted shares of Common Stock willare subject to any restrictions, the Committee may, in its sole discretion, deny a Participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, but not by way of limitation, limiting the right to vote such shares or the right to receive dividends on such shares.

Section 10.4.Evidence of Award. Any Stock Award granted under the Plan may be applied to purchaseevidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates, with such restrictive legends and/or stop transfer instructions as the Committee deems appropriate.

ARTICLE XI
RESTRICTED STOCK UNIT AWARDS

Section 11.1.Grants. Awards may be granted in the form of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine.



Section 11.2.Rights as Stockholders. Until the shares of Common Stock.

Stock to be received upon the vesting of such Restricted Stock Unit Award are actually received by a Participant, the Participant shall have no rights as a stockholder with respect to such shares.


16.     COMPLIANCE WITH SECTION 423, RULE 16B-3 AND OTHER APPLICABLE LAWSection 11.3.

USXE intendsEvidence of Award. A Restricted Stock Unit Award granted under the Plan may be recorded on the books and records of the Company in such manner as the Committee deems appropriate.


ARTICLE XII
PERFORMANCE UNITS

Section 12.1.Grants. Awards may be granted in the form of performance units. Performance units, as that term is used in this Plan, shall refer to units valued by reference to designated criteria established by the rights grantedCommittee, other than Common Stock.

Section 12.2.Performance Criteria. Performance units shall be contingent on the attainment during a Performance Period of certain Performance Goals. The length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in the exercise of its absolute discretion. Performance Goals may be revised by the Committee, at such times as it deems appropriate during the Performance Period, in order to take into consideration any unforeseen events or changes in circumstances.

ARTICLE XIII
PAYMENT OF AWARDS

Section 13.1.Payment. Absent a Plan or Award Notice provision to the contrary, payment of Awards may, at the discretion of the Committee, be made in cash, Common Stock, a combination of cash and Common Stock, issued hereunderor any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Common Stock, restrictions on transfer and forfeiture provisions; provided, however, such terms, conditions, restrictions, and/or limitations are not inconsistent with the Plan.

Section 13.2.Withholding Taxes. The Company shall be treated for all purposes as granted and issuedentitled to deduct from any payment under an employee stock purchase plan within the meaning of Section 423Plan, regardless of the Codeform of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the regulations thereunder. NoParticipant to pay to it such rightstax prior to and as a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the Committee may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by withholding from any payment of Common Stock due as a result of such Award, or by permitting the Participant to deliver to the Company, shares of Common Stock having a Fair Market Value equal to the minimum amount of such required withholding taxes. Notwithstanding the foregoing or the provision of any Award Notice, a Participant may not pay the amount of taxes required by law to be withheld using shares of Common Stock if, in the opinion of counsel to the Company, (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act, or (ii) there is a substantial likelihood that the use of such form of payment would result in adverse accounting treatment to the Company under generally accepted accounting principles.

ARTICLE XIV
DIVIDEND AND DIVIDEND EQUIVALENTS

If an Award is granted in the form of a Stock Award or stock option, or in the form of any other stock-based grant, the Committee may choose, at the time of the grant of the Award or any time thereafter up to the time of the Award's payment, to include as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish. Dividends and dividend equivalents shall be issued unless counselpaid in such form and manner (i.e., lump sum or installments), and at such time(s) as the Committee shall determine. All dividends or dividend equivalents which are not paid currently may, at the Committee's discretion, accrue interest, be reinvested into additional shares of Common Stock or, in the case of dividends or dividend equivalents credited in connection with Stock Awards, be credited as additional Stock Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.


ARTICLE XV
DEFERRAL OF AWARDS

At the discretion of the Committee, payment of any Award, salary, bonus compensation, Company Board compensation, dividend or dividend equivalent, or any portion thereof, may be deferred by a Participant until such time as the Committee may establish. All such deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant prior to the time established by the Committee for such purpose, on a form provided by the Company is satisfiedCompany. Further, all deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such issuance will be in compliancedeferrals comply with all applicable requirements of Federal, state, localthe Code. Deferred payments shall be paid in a lump sum or installments, as determined by the Committee. Deferred Awards may also be credited with interest, at such rates to be determined by the Committee, or invested by the Company, and, foreignwith respect to those deferred Awards denominated in the form of Common Stock, credited with dividends or dividend equivalents.

ARTICLE XVI
MISCELLANEOUS

Section 16.1.Nonassignability. Except as otherwise provided in an Award Notice, no Awards or any other payment under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and regulations, includingdistribution), assignment, or pledge, nor shall any requirementsAward be payable to or exercisable by anyone other than the Participant to whom it was granted.

Section 16.2.Regulatory Approvals and Listings. Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of Common Stock evidencing Stock Awards or any other Award resulting in the Nasdaq National Marketpayment of Common Stock prior to (a) the National Association of Securities Dealers orobtaining of any otherapproval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (b) the admission of such shares to listing on the stock exchange or marketquotation system on which the Common Stock is then traded. Additionally, it ismay be listed, and (c) the intentcompletion of any registration or other qualification of said shares under any state or federal law or ruling of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable.

Section 16.3.No Right to Continued Employment or Grants. Participation in the Plan shall not give any Participant the right to remain in the employ or other service of the Company. The Company thatreserves the Plan comply in all respects with Rule 16b-3 underright to terminate the Securities Exchange Actemployment or other service of 1934, that any ambiguities or inconsistencies in construction of the Plan be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3 or with Code Section 423 (as applicable), such provision shall be deemed null and void to the extent required to permit such compliance. The Plan shall be deemed to include any provisions necessarya Participant at any point in time to permittime. Further, the Plan to continue to comply with Rule 16b-3 and with Section 423adoption of the Code. All applicable provisions of Rule 16b-3 and of Section 423 of the Code, as in effect from time to time, are hereby incorporated herein by reference to the extent necessary in order to effectuate such intent.

17.     MISCELLANEOUS

(a) Nothing in this Plan shall be construed to constitute a contract of employment between USXE and any employee or to be an inducement for the employment of any employee. Nothing contained in this Plan shallnot be deemed to give any employeeEmployee, Director, or any other individual any right to be selected as a Participant or to be granted an Award. In addition, no Employee, Director, or any other individual having been selected for an Award, shall have at any time the right to be retained inreceive any additional Awards.


Section 16.4.Amendment/Termination. The Committee may suspend or terminate the service of USXE or to interfere with the right of USXE to discharge any employeePlan at any time for any reason with or without cause, regardlessprior notice. In addition, the Committee may, from time to time for any reason and with or without prior notice, amend the Plan in any manner, but may not without stockholder approval adopt any amendment which would require the vote of the effect which such discharge may have upon him as a Participantstockholders of the Plan.

(b) The rights and powers of USXE shall not be affected in any way by its participation in this Plan,Company if such approval is necessary or deemed advisable with respect to tax, securities, or other applicable laws or regulations, including, but not limited to, the right or power of USXE to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

(c) For the purposeslisting requirements of the Plan, unlessstock exchanges or quotation systems on which the contrary is clearly indicated, the usesecurities of the masculine gender shall includeCompany are listed. Notwithstanding the feminine,foregoing, without the consent of a Participant (except as otherwise provided in Section 6.2), no amendment may materially and adversely affect any of the singular number shall includerights of such Participant under any Award theretofore granted to such Participant under the plural and vice versa.

(d)Plan.


Section 16.5.Governing Law. The validity, construction, interpretation, administration and effect of this Plan and any rules or regulations promulgated hereunder, including all rights or privileges of any Participants hereunder, shall be governed exclusively by and construed in accordance with the laws of the State of Tennessee, except thatas superseded by applicable federal law, without giving effect to its conflicts of law provisions.

Section 16.6.No Right, Title, or Interest in Company Assets. No Participant shall have any rights as a stockholder as a result of participation in the Plan until the date of issuance of a stock certificate in his or her name, and, in the case of restricted shares of Common Stock, such rights are granted to the Participant under the Plan. To the extent any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company and the Participant shall not have any rights in or against any specific assets of the Company. All of the Awards granted under the Plan shall be construedunfunded.

Section 16.7.No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including, but not limited to, the maximum extent possibleCompany and its directors, officers, agents, and employees, makes any representation,


commitment, or guaranty that any tax treatment, including, but not limited to, complyfederal, state, and local income, estate, and gift tax treatment, will be applicable with Section 423 ofrespect to the Code and the regulations promulgated thereunder.

(e) Any headings or subheadings in this Plan are inserted for convenience of reference only and are to be ignored in the constructiontax treatment of any provisions hereof.

(f) IfAward, any provision of this Plan is held by a court to be unenforceable or is deemed invalid for any reason, then such provision shall be deemed inapplicable and omitted, but all other provisions of this Plan shall be deemed valid and enforceable to the full extent possible under applicable law.

IN WITNESS WHEREOF, USXE has adopted this Plan effective April 1, 2003, subject to approval by the shareholders of USXE on or before the expiration of the time period specified in Section 14.

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ANNEX B

U.S. XPRESS ENTERPRISES, INC.

2003 NON-EMPLOYEE

DIRECTORS STOCK AWARD AND OPTION PLAN

1.     PURPOSE

The purpose of this Plan is to (1) encourage ownership of Company Sock by non-employee directors and thereby align such directors’ interests with those of the stockholders of U.S. Xpress Enterprises, Inc. (“USXE”), and (2) assist USXE in securing and retaining highly qualified persons to serve as non-employee directors, in which position they may contribute to the long-term growth and profitability of USXE by affording such persons an opportunity to acquire Stock.

2.     DEFINITIONS

Whenever used in this Plan, the following terms will have the respective meanings set forth below:

     (a) “Board” means USXE’s Board of Directors as constituted from time to time.
     (b) “Change of Control” means the acquisition by any person of the ownership of or right to vote 50% or more of USXE’s outstanding voting stock. For purposes of this paragraph, a “person” shall mean any person, corporation, partnership or other entity and any affiliate or associate thereof and “affiliate” and “associate” shall have the meanings given to them in Rule 12b-2 of the Exchange Act.
     (c) “Company” means U.S. Xpress Enterprises, Inc., a Nevada corporation, or any successor thereto by merger, consolidation, or statutory share exchange.
     (d) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule thereunder will be deemed to include successor provisions thereto and rules thereunder.
(e) “Fair Market Value” of Stock means the closing sales price as reported inThe Wall Street Journal, or the average of the high and low bids on such day if no sale exists.
     (f) “Meeting Fees” means fees payable to a non-employee director of USXE for attendance at meetings of the Board or committees of the Board.
     (g) “Option” means the right, granted to a Participant under Section 6, to purchase Stock pursuant to the relevant provisions of this Plan at the Option Price for a specified period of time, not to exceed ten years from the date of grant, which period of time shall be subject to earlier termination prior to exercise in accordance with Section 6(b) of this Plan.
     (h) “Option Price” means an amount per share of Stock purchasable under an Option equal to 100% of the Fair Market Value of the Stock determined on the date of grant of an Option, to be payable upon exercise of such Option.
     (i) “Participant” means a non-employee director who is eligible to receive, and is granted, Options or Stock under the Plan.
     (j) “Plan” means this 2003 Non-Employee Directors Stock Award and Option Plan.
     (k) “Retainer” means the annual amount of retainer payable to a non-employee director of USXE for a full year’s service on the Board and shall exclude meeting fees payable for attendance at meetings of the Board or committees for that year.
     (l) “Stock” means the Class A Common Stock of USXE, par value $.01 per share.

3.     NUMBER AND SOURCE OF SHARES AVAILABLE UNDER THE PLAN

The total number of shares of Stock reserved and available for issuanceamounts deferred under the Plan, is 50,000 subjector paid to adjustment as provided in Section 8 below. Such shares may be previously issued and outstanding sharesor for the benefit of Stock reacquired by USXE and held in its treasury, or may be authorized but unissued shares of Stock, or may consist partly of each. If any Option expires or terminates for any reason without having been exercised in full, the unpurchased shares subject to the Option will again be available for purposes of the Plan. The foregoing notwithstanding, the counting of shares of Stock issued or

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subject to Optionsa Participant under the Plan, against the number reserved andor that such tax treatment will apply to or be available for issuance under the Plan shall in all respects comply with applicable requirementsto a Participant on account of Rule 16b-3 under the Exchange Act.

4.     ADMINISTRATION OF THE PLAN

The Plan will be administered by the Board, provided that any action by the Board will be taken only if approved by the affirmative vote of a majority of the directors who are not then eligible to participate under the Plan.

5.     ELIGIBILITY

Each director of USXE who, on any date on which an Option or Stock is to be granted (as specified in Sections 6 and 7 of the Plan), is not an employee of USXE or any parent or subsidiary of USXE or an employee who has retired under USXE’s or any such parent’s or subsidiary’s retirement income or pension plan, will be eligible to receive Options or Stock under the Plan. The foregoing notwithstanding, no director who is serving on the Board as a result of a nomination or appointment pursuant to the terms of any debt instrument, preferred stock, underwriting agreement, or other contract entered into by USXE will be eligible to participateparticipation in the Plan. No person other than those specified in this Section 5 will participate in the Plan.



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6.     STOCK OPTIONS

An Option to purchase 1,200 shares of Stock will be granted each year at the close of business on the date on which directors (or a class of directors if USXE then has a classified Board) are elected or reelected, to each director who is then eligible to participate under Section 5 hereof;provided, however, that a director shall not be granted Options to purchase more than 2,400 shares during any one calendar year under the Plan. Options granted under the Plan will be non-qualified stock options which will be subject to the following terms and conditions:

(a) Option Price. The Option Price per share of Stock purchasable under an Option will be equal to 100% of the Fair Market Value of Stock determined on the date of grant of the Option.
(b) Option Term; Termination of Service. Each Option will expire at the earlier of (i) ten years after the date of grant, (ii) 13 months after the Participant ceases to serve as a director of USXE due to death, incapacity, or retirement at or after age 65, or (iii) at the time the Participant ceases to serve as a director of USXE for any reason other than death, incapacity, or retirement at or after age 65.
(c) Exercisability. An Option shall be or become cumulatively exercisable (in whole or in part and from time to time) based upon the anniversary of the date of grant of the Option. An Option shall be or become immediately exercisable according to the following table:

     
  Percent of Shares Subject toAnniversary of  
  Option Which Are ExercisableDate of Grant  
100%  3 
 66%  2 
 33%  1 

     Notwithstanding the foregoing, an Option previously granted to a Participant who ceases to serve as a director of USXE due to death, incapacity, or retirement at or after age 65 or upon a Change in Control will become exercisable with respect to all shares of Stock subject thereto at the time such Participant ceases to serve as a director of USXE (if such Option is not otherwise exercisable as to all such shares of Stock at that time) or upon the Change in Control.
(d) Method of Exercise. Each Option will be exercised, in whole or in part, by giving written notice of exercise to USXE specifying the Option to be exercised and the number of shares to be purchased, and accompanied by payment in full of the Option Price in cash (including by check) or by surrender of shares of Stock of USXE acquired by the Participant at least one year prior to the exercise date and having a Fair Market Value at the time of exercise equal to the Option Price, or a combination of a cash payment and surrender of such Stock. The cash proceeds from such payment will be added to the general funds of USXE and will be used for its general corporate

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purposes. Any shares of previously acquired Stock tendered to USXE in payment of the Option Price will be added by USXE to its treasury stock to be used for its general corporate purposes. As soon as practicable after the receipt of written notice and payment, USXE will, without stock transfer taxes to the Participant or to any other person entitled to exercise an Option pursuant to this Plan, deliver to the Participant or such other person certificates for the requisite number of shares of Stock.
(e) Non-transferability of Options. Options will not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant’s death) and, if then required under Rule 16b-3, will be exercisable during the lifetime of a Participant only by such Participant or his or her guardian or legal representative. Certain additional restriction on transferability may apply under Section 10(c) hereof.
(f) Death of a Participant. In the event of the death of a Participant (i) while serving as a director of USXE, (ii) within the 13-month period specified in Section 6(b) after cessation of service as a director by reason of disability or retirement, any Option theretofore granted to such Participant may be exercised by the estate of the Participant or by any person to whom the Participant may have bequeathed the Option or whom the Participant may have designated to exercise the Option under the Participant’s last will or in a beneficiary designation filed with the Secretary of USXE, or by the Participant’s personal representatives if the Participant has died intestate, at any time within a period of one year after the Participant’s death, but not after ten years from the date of grant of such Option.

7.     STOCK IN LIEUTABLE OF CASH RETAINER AND MEETING FEESCONTENTS

At the option of a Participant exercised by delivering written notice to USXE in advance of each fiscal year, Stock will be paid to each participant in lieu of cash in the amount of the Retainer and Meeting Fees for such year to the extent and subject to the terms and conditions set forth below. Each such option exercise shall be effective for the Retainer and Meeting Fees payable to such Participant in the succeeding fiscal year.

(a) Stock Payment. The number of shares of Stock to be paid under this Section 7 will be equal to (i) the amount of the annual Retainer divided by (ii) the Fair Market Value of Stock as determined in the first business day of that fiscal year and (i) the amount of Meeting Fees divided by (ii) the Fair Market Value of the Stock on the date of applicable Board meeting (or Committee meeting, in the case of Meeting Fees payable for a Committee meeting not held in conjunction with a Board meeting). No fractional shares of Stock will be granted; instead, the cash remainder will be paid to the Participant. As promptly as practicable after the first business day of the fiscal year in the case of the payment of Stock in lieu of the Retainer and after the applicable meeting date in the case of the payment of Stock in lieu of Meeting Fees, USXE will deliver to the Participant one or more certificates representing the Stock, registered in the name of the Participant (or, if directed by the Participant, in joint names of the Participant and his or her spouse).
(b) Rights of the Participant. Except for the terms and conditions set forth in this Plan, a Participant paid Stock in lieu of the Retainer in cash will have all of the rights of a holder of the Stock, including the right to receive dividends paid on such Stock and the right to vote the Stock at meetings of stockholders of USXE. Upon delivery, such Stock will be nonforfeitable.

8.     ADJUSTMENT PROVISIONS

In the event any recapitalization, reorganization, merger, consolidation, spin-off, combination, re-purchase, exchange of shares or other securities of USXE, stock split or reverse split, extraordinary dividend, liquidation, dissolution, or other similar corporate transaction or event affects Stock such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of Participants’ rights under the Plan, then the Board will, in a manner that is proportionate to the change to the Stock and is otherwise equitable, adjust (i) any or all of the number or kind of shares of Stock reserved for issuance under the Plan and (ii) the number or kind of shares of Stock to be subject to Options thereafter granted automatically under Section 6, and (iii) the number and kind of shares of Stock issuable upon exercise of outstanding Options, or the Option Price per share thereof, provided that the number of shares subject to any Option will always be a whole number.

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9.     CHANGES TO THE PLAN AND AWARDS

(a) Changes to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or authority to grant Options or pay Stock under the Plan without the consent of stockholders or Participants, except that any such amendment, alteration, suspension, discontinuation, or termination will be subject to the approval of USXE’s stockholders within one year after such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, or if the Board in its discretion determines that obtaining such stockholder approval is for any reason advisable;provided, however, that, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination may impair the rights of such Participant under any Option or Stock theretofore granted or paid to him or her hereunder.
(b) Changes to Outstanding Awards. Except as limited under Section 10(d), the Board may amend, alter, suspend, discontinue, or terminate any Option theretofore granted hereunder and any agreement relating thereto or any payment of Stock hereunderprovided, however, that, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination may impair the rights of such Participant under or with respect to any Option or Stock theretofore granted or paid to him or her or any agreement relating thereto.

10.     GENERAL PROVISIONS

(a) Consideration for Grants; Agreements. Options and Stock will be granted or paid under the Plan in consideration of the services of Participants and, except for the payment of the Option Price in the case of an Option, no other consideration shall be required therefore. Grants of Options will be evidenced by agreements executed by USXE and the Participant containing the terms and conditions set forth in the Plan together with such other terms and conditions not inconsistent with the Plan as the Board may from time to time approve.
(b) Compliance with Securities Laws, Listing Requirements, and Other Laws and Obligations. USXE will not be obligated to issue or deliver Stock in connection with any Option or payment of Stock under Section 7 in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any state securities law, subject to any requirement under any listing agreement between USXE and the Nasdaq Stock Market or any other national securities exchange or automated quotation system, or subject to any other law, regulation, or contractual obligation, until USXE is satisfied that such laws, regulations, and other obligations of USXE have been complied with in full. Certificates representing shares of Stock delivered under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of USXE, including any requirement that a legend or legends be placed thereon.
(c) Additional Restrictions under Rule 16b-3. Unless a Participant could otherwise transfer Stock issued under Section 7 or Stock issued upon exercise of an Option without incurring liability under Section 16(b) of the Exchange Act, (I) Stock issued under Section 7 must be held for at least six months from the date of acquisition by the Participant, and (ii) with respect to Stock issued upon exercise of Options, at least six months must elapse from the date of acquisition of the Option to the date of disposition of the Stock issued upon exercise of the Option. These restrictions will apply in addition to any other restriction under the Plan.
(d) Compliance with Rule 16b-3. It is the intent of USXE that this Plan comply in all respects with applicable provisions of Rule 16b-3 under the Exchange Act in connection with any grant of Options or payment of Stock to a person who is subject to Section 16 of the Exchange Act. Accordingly, if any provision of this Plan or any agreement relating to an Option or Stock does not comply with the requirements of Rule 16b-3 as then applicable to any such person, or would cause any Participant to no longer be deemed a “Non-Employee Director” within the meaning of Rule 16b-3, such provision will be construed or deemed amended to the extent necessary to conform to such requirements with respect to such person. In addition, the Board shall have no authority to make any amendment, alteration, suspension, discontinuation, or termination of the Plan or any agreement hereunder or take other action if such authority would cause a Participant’s transactions under the Plan to be not exempt, or Participants to no longer be deemed “Non-Employee Directors,” under Rule 16b-3 under the Exchange Act.
(e) Continued Service as an Employee. If a Participant ceases serving as a director and, immediately thereafter, is employed by USXE or any subsidiary, then, solely for purposes of Section 6(b) of the Plan, such

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Participant will not be deemed to have ceased service as a director at that time, and his or her continued employment by USXE or any subsidiary will be deemed to be continued service as a director;provided, however, that such former director will not be eligible for additional grants of Options or payments of Stock under the Plan.
(f) No Right to Continue as a Director. Nothing contained in the Plan or any agreement hereunder will confer upon any Participant any right to continue to serve as a director of USXE.
(g) No Stockholder Rights Conferred. Nothing contained in the Plan or any agreement hereunder will confer upon any director any rights of a stockholder of USXE unless and until shares of Stock are in fact issued to such Participant upon the valid exercise of an Option or upon the Payment of Stock.
(h) Governing Law. The validity, construction, and effect of the Plan and any agreement hereunder will be determined in accordance with the laws of the State of Nevada, without giving effect to principles of conflicts of laws, and applicable federal law.

11.     EFFECTIVE DATE AND DURATION OF PLAN

The Plan will be effective at the time stockholders of USXE have approved it by the affirmative votes of the holders of a majority of the securities of USXE present in person or represented by proxy, and entitled to vote at a meeting of Company stockholders duly held in accordance with the Nevada General Corporation Law, or any adjournment thereof, or by the written consent of the holders of a majority of the securities of USXE entitled to vote in accordance with applicable provisions of the Nevada General Corporation Law. The Plan will remain in effect until such time as the Board may act to terminate the Plan pursuant to Section 9(a), or until such time as no Stock remains available for issuance under the Plan and USXE has no further rights or obligations under the Plan with respect to Options or Stock granted or paid under the Plan.

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(USXpress Logo)




4080 Jenkins Road
Chattanooga, Tennessee 37421



DETACH HERE

PROXY

U.S. XPRESS ENTERPRISES, INC.

THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF DIRECTORS

FOR THE 2006 ANNUAL MEETING OF STOCKHOLDERS.
A VOTE FOR PROPOSAL 1 AND FOR PROPOSAL 2
IS RECOMMENDED BY OUR BOARD OF DIRECTORS.
 


The undersigned stockholderholder(s) of Class A and/or Class B common stock of U.S. XPRESS ENTERPRISES, INC. appointsXpress Enterprises, Inc., a Nevada corporation, hereby appoint(s) Patrick E. Quinn and Max L. Fuller, and Patrick E. Quinn and each or either of them, asattorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of Class A andand/or Class B Common Stock outstanding in the name ofcommon stock that the undersigned is (are) entitled to vote at the Annual Meetingour annual meeting of Stockholders of U.S. Xpress Enterprises, Inc.stockholders, to be held at the Company’s Corporate Offices,our principal executive offices, 4080 Jenkins Road, Chattanooga, Tennessee 37421, at 10:0030 a.m., Eastern Daylight Time, local time, on Tuesday, May 7, 2003,2, 2006, and at any adjournment or adjournments thereof, on all matters that may properly come before the annual meeting.

WHEN PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF NO CHOICE IS SPECIFIED BY YOU, THIS PROXY WILL BE VOTED FOR THE ELECTION OF NOMINEES NAMED IN PROPOSAL 1 AND FOR APPROVAL OF THE ADOPTION OF THE 2006 OMNIBUS INCENTIVE PLAN. IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.

The undersigned acknowledges receipt of the Notice and Proxy Statement for the 2006 Annual Meeting.Meeting of Stockholders and the Annual Report on Form 10-K for the year ended December 31, 2005.

Date: _______________________, 2006
  
Signature(s)

Please mark, sign, date, and return the Proxy Card promptly, using the enclosed envelope, which requires no postage when mailed in the United States.

[CONTINUED AND TO BE SIGNED ON REVERSE SIDE]



Please mark your votes as indicated in this example, using dark ink only. x

1.
Proposal of the Board of Directors No. 1:
Election of Directors

NOMINEES FOR DIRECTORSHIPS:
   
SEE REVERSE
SIDE
 CONTINUED AND TO BE SIGNED ON REVERSE SIDESEE REVERSE
SIDE

01 - Patrick E. Quinn
 U.S. XPRESS ENTERPRISES, INC.
02 - Max L. Fuller
 c/o LaSalle Bank
1355 South LaSalle Street
Corporate Trust Operations, Suite 1811
Chicago, Illinois 60603

DETACH HERE

03 - James E. Hall
x Please mark votes as
in this example.		04 - John W. Murrey, III
05 - Robert J. Sudderth, Jr.

oVOTE FOR ALL nominees listed above.
oWITHHOLD authorization to vote for all nominees listed above.
oVOTE FOR ALL nominees listed above EXCEPT: _______________________________________________________________________________

Instruction: To WITHHOLD authorization to vote for any individual nominee, mark "VOTE FOR ALL nominees listed above EXCEPT" and write the number of each nominee(s) for whom authorization is withheld on the line provided.

2.
Proposal of the Board of Directors No. 2:
Proposal to approve the adoption of the U.S. Xpress Enterprises,
Inc. 2006 Omnibus Incentive Plan

oVOTE FOR approval of the adoption of the U.S. Xpress Enterprises, Inc. 2006 Omnibus Incentive Plan.
oVOTE AGAINST approval of the adoption of the U.S. Xpress Enterprises, Inc. 2006 Omnibus Incentive Plan.
oABSTAIN.

3.
Other Action:
In their discretion, the proxies are also authorized to vote upon such matters as may properly come before the annual meeting or any adjournments thereof.

You are urged to cast your vote by marking the appropriate boxes. PLEASE NOTE THAT UNLESS A CONTRARY DISPOSITION IS INDICATED, THIS PROXY WILL BE VOTED FOR ITEMSPROPOSAL 1 2, 3 and 4.AND FOR PROPOSAL 2.

1. The election of seven Directors for the ensuing year. Nominees: (01) Robert J. Sudderth, Jr., (02) Max L. Fuller, (03) Ray M. Harlin, (04) Patrick E. Quinn, (05) James E. Hall, (06) Jeffrey S. Wardeberg, (07) John W. Murrey, III
Signature: 
  
oPrinted Signature: FOR ALL NOMINEESoWITHHELD FROM ALL NOMINEES
o
  For all nominees except as noted above

2. Ratification of the appointment of Ernst & Young LLP as independent public accountants for 2003.

Title: 
  
o FOR
Signature:		 o AGAINSTo ABSTAIN

3. Approval of the 2003 Employee Stock Purchase Plan.

  
o FOR
Title:		 o AGAINSTo ABSTAIN

4. Approval of the 2003 Non-Employee Directors Stock Award and Option Plan.

  
o FOR
DATED:		 , 2006

IMPORTANT: Please sign your name or names exactly as shown hereon and date your proxy in the blank space provided hereon. For joint accounts, each joint owner must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give your full title as such. If the signer is a corporation, please sign the full corporate name by a duly authorized officer. If the signer is a partnership, please sign in partnership name by authorized person.

o AGAINST
o ABSTAIN

5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT INDICATE BELOW:o


 
 IMPORTANT: Please sign your name or names exactly as shown hereon and date your proxy in the blank space provided hereon. For joint accounts, each joint owner must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give your full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer.

-----------------------------------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE  DATE: ▲

Fold and detach here from proxy voting card ▲
YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY COMPLETE, DATE, SIGN, AND RETURN THIS PROXY
USING THE ENCLOSED ENVELOPE