EXHIBIT 4.5 AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK OPTION PLAN OF AMERICAN FREIGHTWAYS CORPORATION ---------------------------------------- THIS AMENDMENT, made by the Compensation Committee and the Board of Directors of American Freightways corporation (the "Company") is effective as of the date indicated below. W-I-T-N-E-S-S-E-T-H WHEREAS, the Company sponsors the Amended and Restated 1993 Stock Option Plan of American Freightways Corporation (the "Plan"); and WHEREAS, Article III of the Plan authorizes the Committee and the Board of Directors to amend the Plan from time to time; and WHEREAS, the Committee and the Board of Directors has determined that it is in the best interests of the Plan's participants and beneficiaries and the Company's shareholders to amend Article XII of the Plan to provide for the treatment of options upon the occurrence of certain events. NOW, THEREFORE, the Plan is hereby amended as follows: 1. Effective as of the date set forth below, Article XII shall be amended by deleting the last paragraph thereof and adding the following paragraphs in its place: A termination of employment shall not be deemed to occur by reason of (i) the transfer of an employee from employment by the Company to employment by a subsidiary corporation or a parent corporation of the Company, (ii) the transfer of any employee from employment by a subsidiary corporation or a parent corporation of the Company to employment by the Company or by another subsidiary corporation or parent corporation of the Company, or (iii) the transfer or continued employment of an employee from employment by the Company to employment by a successor corporation or a parent or affiliate corporation of such successor corporation upon the merger or consolidation of the Company with or into such successor corporation. In the event of a merger or consolidation of the Company in which the Company does not survive and the agreement of merger or consolidation provides that outstanding Options or Rights shall not terminate (or shall be substituted) as a result of such event, unless otherwise provided in the agreement of merger or consolidation, (i) this Plan shall continue and be effective for purposes of administering Options or Rights previously granted and remaining outstanding (or any substituted options or rights), and (ii) the successor company (or its parent) to such merger or consolidation shall assume the liabilities hereunder and thereunder. This amendment is executed and effective as of this 12th day of November, 2000.