1
                                                                    Exhibit 10.2


                                 RIDER NO. 1
                                      TO
                             CALIBER SYSTEM, INC.
                            LONG-TERM STOCK AWARD
                                INCENTIVE PLAN
                 (AMENDED AND RESTATED AS OF JANUARY 2, 1996)



         1. Effective July 1, 1996, all references in the Plan to the Caliber
System, Inc. Stock Savings and Retirement Income Plan or Stock Savings and
Retirement Income Plan shall be deemed to be references to the Caliber System,
Inc. 401(k) Savings Plan or 401(k) Savings Plan.

         2. Effective January 2, 1996, Paragraph 3.3 of the Plan is hereby
amended in its entirety to read as follows:

         3.3 For each Officer, a provisional cash account will be carried for
amounts equal to dividends that would be payable on the number of Stock Credits
credited to his account as of December 31 of the previous year as if such shares
had been distributed. As of the end of the then current Plan Year, such cash
credits accumulated in the account of each Officer under this Plan, less all
amounts previously converted to credits for shares of Caliber Common Stock
hereunder, shall be converted to Stock Credits equal to the number of shares of
Caliber Common Stock which could have been purchased had the cash been so
applied. Said conversion shall be at the average of the fair market values for
said Caliber Common Stock on the dividend payment dates; provided, however, that
the value of the common stock of REX received as a dividend upon the spin-off of
REX from Caliber shall be determined based on the average of the closing price
of the common stock of REX on the first 15 trading days after the spin-off of
REX from Caliber and the value of Stock Credits to be added pursuant to this
sentence shall be determined based on the average of the closing price of
Caliber Common Stock on the first 15 trading days after the spin-off of REX from
Caliber.

         3. Effective January 1, 1997, Paragraph 5.3 of the Plan is hereby
amended in its entirety to read as follows:

         5.3 After December 31, 1995, but prior to March 16, 2000, Basic Stock
     Credits awarded may be converted by a participant, a trustee of any trust
     to which Basic Stock Credits have been transferred, or a beneficiary who
     received Basic Stock Credits as a result of the death of a participant but
     excluding any ("Alternate Payee" as such term is defined in Section
     414(p)(8) of the Internal Revenue Code of 1986) up to a maximum of fifty
     percent (50%) of their value to cash on terms established by Caliber from
     time to time.

         4. Effective January 2, 1996, Paragraph 5.4 of the Plan is hereby
amended in its entirety to read:

         5.4 [Reserved]

         5. Effective January 2, 1996, Subparagraph 5.4.1 of the Plan is hereby
amended in its entirety to read:

         5.4.1 [Reserved]