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                                                                      EXHIBIT 10
 
               SUMMARY OF THE 1995 NONQUALIFIED STOCK OPTION PLAN
 
        (EXCERPT FROM PROXY STATEMENT DISTRIBUTED IN CONNECTION WITH THE
    COMPANY'S ANNUAL MEETING OF SHAREHOLDERS ON MAY 3, 1995 -- "SHAREHOLDER
                             PROPOSALS -- ITEM 2")
 
     The Plan will be administered by the Compensation Committee. The number of
shares to be reserved for issuance under the Plan is 500,000 and may not be
increased without shareholder approval, except for adjustment to protect against
dilution in the event of changes in the capitalization of the Company. All
options granted pursuant to the Plan will be nonqualified options. The option
price of the shares for each option granted under the Plan will be not less than
the fair market value of the Common Stock at the time the option is granted. For
purposes of the Plan, fair market value shall be the closing price of the Common
Stock on the date of grant. The term of options granted shall not exceed ten
years, and the options are not transferable except by will or through the laws
of inheritance. Options shall be exercised during an optionee's lifetime only by
such optionee. The Plan provides that on the business day following each Annual
Meeting, each Director who is neither an officer nor an employee of the Company
or its subsidiaries (an "Independent Director") shall be granted an option to
acquire 2,500 shares of the Company's Common Stock (the "Independent Director
Provision"). Options granted under the Independent Director Provision shall be
exercisable immediately and up until and including the business day immediately
proceeding the tenth anniversary of the date on which the option is granted. In
the event the Independent Director ceases to be a Director of the Company for
any reason, the option granted will terminate one year after the Director ceases
to be a Director of the Company. The Plan further provides that each officer of
the Company or its subsidiaries and each Division Manager of Carolina Freight
Carriers Corporation who purchases shares of Company's Common Stock (other than
purchases from the Company pursuant to the exercise of options or similar
rights) will be entitled to receive from the Company an option to purchase the
same number of shares up to a limit of 5,000 per calendar year (the "Matching
Provision"). An option granted under the Matching Provision becomes vested one
year following the date of the grant of the option. If prior to such vesting
date, the grantee of an option under the Matching Provision ceases to own a
portion of the shares resulting in the options under the Matching Provision,
then a corresponding portion of such option granted shall terminate and be
forfeited. In the event the employment of the option grantee terminates for any
reason, the option granted under the Matching Provision shall be exercisable by
the grantee or his or her successor in interest only during the one year period
immediately following the date of termination of employment.
 
     In addition, the Plan provides that the Compensation Committee may select
option recipients and the amount and other terms of options to be granted under
the Plan from time to time in accordance with the provisions of the Plan (the
"Compensation Committee Provision"). Options granted under the Compensation
Committee Provision shall vest in 25% increments annually beginning the date
that is one year following the date of grant of the option. No option granted
under the Compensation Committee Provision may be exercised prior to two years
from the date of grant of such option, and no such option shall be exercisable
more than ten years from the date of grant. Upon termination of employment for
any reason, any nonvested portion of an option granted under the Compensation
Committee Provision shall be forfeited.
 
     Under the Compensation Committee Provision, in the event an optionee's
employment terminates by reason of death, retirement (as defined in the Plan),
permanent and total disability (as determined generally pursuant to the
long-term disability plan applicable to such optionee), or under such other
circumstances as may be determined by the Compensation Committee, the vested
portion of such optionee's options shall be exercisable for a period of one year
thereafter. Under the Compensation Committee Provision, in the event of
termination of an optionee's employment for any other reason, all of such
optionee's options shall terminate, and shall no longer be exercisable, as of
the date of termination of employment.
 
     The Plan provides that upon certain mergers or other reorganizations to
which the Company or any subsidiary is a party that involves an exchange or
conversion or other adjustment of the Common Stock, each optionee shall be
entitled upon the exercise of his options to receive the number and class of
securities or other
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property to which such optionee would have been entitled in the reorganization
if such optionee had exercised his option prior to such reorganization.
 
     The Plan also provides that options granted thereunder will become
immediately exercisable in full (subject to any appropriate adjustments in the
number of shares subject to the option and the option price), regardless of
their terms, upon the occurrence of certain events relating to a change in
control of the Company. Such events include (i) the adoption of a plan of merger
or consolidation of the Company with any other corporation as result of which
the holders of the voting capital stock of the Company as a group would receive
less than 50% of the voting capital stock of the surviving or resulting
corporation, (ii) the approval by the Board of Directors of the Company of an
agreement providing for the sale or transfer (other than as security for
obligations of the Company) of substantially all the assets of the Company, or
(iii) in the absence of a prior expression of approval by the Board of Directors
of the Company, the acquisition of more than 20% of the Company's voting capital
stock by any person within the meaning of Section 13(d)(3) of the Act. Such
options shall remain exercisable for the remaining term of such option.
 
     Payment in full of the option price for options exercised by an optionee
must be made at the time of exercise of the option. The option price may be paid
(i) in cash or by certified check, (ii) by a broker-dealer to whom the optionee
has submitted an exercise notice, (iii) by delivery of shares of Common Stock
already owned by, and in the possession of, the optionee, (iv) by surrender of
options then exercisable by the optionee valued at the excess of the aggregate
fair market value of the Common Stock subject to such options on the date of
exercise over the aggregate option exercise price of such Common Stock; (v) by
having the Company withhold such number of shares of Common Stock otherwise
issuable upon exercise of such option having an aggregate fair market value on
the date of exercise equal to the exercise price of the option; (vi) by such
other method as the Compensation Committee shall allow, or (vii) any combination
thereof in the discretion of the Compensation Committee. Payment of the option
price by delivery of shares of Common Stock would result in the transaction
being treated under the Code as a Section 1036 exchange with the participant
receiving a carry-over basis in the new shares and gain or loss being deferred
until the disposition of the new shares, provided that the applicable holding
period requirements are met with respect to the shares of Common Stock
surrendered upon exercise of the options.
 
     Except as otherwise indicated below, the Board of Directors may terminate,
suspend or amend the Plan at any time as deemed advisable. However, the Plan is
intended to meet the requirements of Rule 16b-3 under the Act, which requires
shareholder approval for certain material amendments. Furthermore, the Board of
Directors cannot amend the Plan to (i) increase the number of shares that may be
issued pursuant to options under the Plan, or (ii) permit the grant of options
to the members of the committee administering the Plan. Finally, in no event
shall the Board of Directors or the Compensation Committee authorize an
adjustment in the exercise price of, or the number of shares subject to, an
outstanding option under the Plan.
 
     For federal income tax purposes, the grant of non-qualified options under
the Plan will not result in any income being taxed to the optionee at the time
of the grant or in any tax deduction for the Company at such time. At the time a
non-qualified option is exercised under the Plan, the optionee will be treated
as having received ordinary income equal to the excess of the fair market value
of the shares of Common Stock acquired as of the date of exercise over the
option price paid. The Company will be allowed a deduction for federal income
tax purposes equal to the amount of ordinary income attributable to the optionee
upon exercise. The optionee's holding period for the shares of Common Stock
acquired will commence on the date of exercise, and the tax basis of the shares
will be the greater of their fair market value at the time of exercise or the
option price.