EXHIBIT 10.1

                  WERNER ENTERPRISES, INC.
             NON-EMPLOYEE DIRECTOR COMPENSATION


      On  May  10, 2005, the registrant's Board of Directors
approved  an annual retainer of $10,000 for its non-employee
directors, and an additional $10,000 annual retainer for the
Audit Committee chair.

      In  addition  to  the  annual retainers,  non-employee
directors will continue to receive a fee of $2,000 for  each
meeting  of  the  Board of Directors and for each  committee
meeting not held on a day on which a meeting of the Board of
Directors  is  held.   Directors will also  continue  to  be
reimbursed  for travel expenses incurred to attend  meetings
of the Board of Directors and committee meetings.