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

Filed by the Registrant  [ X ]
Filed by a Party other than the Registrant  [   ]


Check the appropriate box:

[   ]   Preliminary Proxy Statement
[   ]   Confidential, for  Use of the  Commission Only  (as permitted by rule
        14a-6(e)(2))
[ X ]   Definitive Proxy Statement
[   ]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to 240.14a-12

                          WERNER ENTERPRISES, INC.
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(Name of Registrant as Specified In Its Charter)

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


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                     [LOGO OF WERNER ENTERPRISES, INC.]
                            Post Office Box 45308
                         Omaha, Nebraska  68145-0308
                          ________________________

                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD MAY 8, 2007
                          ________________________

Dear Stockholders:

     It  is  a  pleasure  to  invite  you  to  the  2007  Annual  Meeting  of
Stockholders of Werner Enterprises, Inc. (the "Company") to be  held  at  the
Omaha  Marriott,  10220 Regency Circle, Omaha, Nebraska, on Tuesday,  May  8,
2007,  at  10:00  a.m.  local time. The Omaha Marriott is  located  near  the
intersection of Interstate 680 and West Dodge Road.  The meeting will be held
for the following purposes:

     1. To  elect two Class I  directors to serve  for a three-year term
        and until their successors are elected and qualified.

     2. To adopt an amended and restated Equity Plan.

     3. To  approve the  amendment to  Article III  of the  Articles  of
        Incorporation with regard to the purpose of the corporation.

     4. To  approve  the  amendment to Article VIII of the  Articles  of
        Incorporation    with    regard   to    the    provisions    for
        indemnification.

     5. To  approve  the  amendment to Article VIII, Section  A  of  the
        Articles  of  Incorporation with regard to  limitations  on  the
        liability of directors.

     6. To  transact such other business as may properly come before the
        meeting or any adjournment thereof.

     Stockholders  of record at the close of business on March 19, 2007, will
be entitled to vote at the meeting or any adjournment thereof.

     At  the  meeting,  Clarence L. Werner, Gregory L. Werner,  and  Gary  L.
Werner  and  other members of the Company's management team will discuss  the
Company's results of operations and business plans.  Members of the Board  of
Directors  and  the  Company's management will  be  present  to  answer  your
questions.

     A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 2006 is enclosed.

     As  stockholders,  we  encourage you to attend the  meeting  in  person.
Whether or not you plan to attend the meeting, we ask you to sign, date,  and
mail  the  enclosed  proxy,  or vote your shares  by  telephone  or  via  the
Internet, as promptly as possible in order to make sure that your shares will
be  voted in accordance with your wishes at the meeting in the event that you
are  unable  to  attend.  A self-addressed, postage-paid return  envelope  is
enclosed for your convenience, as well as instructions for alternative  means
of  voting.   If  you attend the meeting, you may vote by proxy  or  you  may
revoke your proxy and cast your vote in person.

                                        By Order of the Board of Directors

                                        /s/ James L. Johnson

                                        James L. Johnson
                                        Senior Vice President, Controller
                                          and Corporate Secretary
Omaha, Nebraska
April 4, 2007



                          WERNER ENTERPRISES, INC.
                            Post Office Box 45308
                         Omaha, Nebraska  68145-0308
                              ________________

                             PROXY STATEMENT FOR
                       ANNUAL MEETING OF STOCKHOLDERS
                                 MAY 8, 2007
                          ________________________

                                INTRODUCTION

     This Proxy Statement is furnished in connection with the solicitation of
proxies  by  the Board of Directors (the "Board") for the Annual  Meeting  of
Stockholders  of Werner Enterprises, Inc. ("Werner" or the "Company")  to  be
held  on  Tuesday,  May  8,  2007, at 10:00 a.m. local  time,  at  the  Omaha
Marriott,  10220  Regency Circle, Omaha, Nebraska, and  at  any  adjournments
thereof.   The meeting will be held for the purposes set forth in the  Notice
of  Annual  Meeting  of  Stockholders on the cover page  hereof.   The  Proxy
Statement, Form of Proxy, and Annual Report to Stockholders are being  mailed
by the Company on or about April 4, 2007.

     A  Form  of  Proxy  for  use at the Annual Meeting  of  Stockholders  is
enclosed  together  with  a  self-addressed,  postage-paid  return  envelope.
Alternatively,  most stockholders may vote by telephone or via  the  Internet
instead  of  returning the enclosed form.  Stockholders should refer  to  the
voting  form  or other voting instructions included with the proxy  materials
for information on the voting methods available.

     Any  stockholder  who executes and delivers a proxy  has  the  right  to
revoke it at any time prior to its use at the Annual Meeting.  Revocation  of
a  proxy may be effected by filing a written statement with the Secretary  of
the Company revoking the proxy, by executing and delivering to the Company  a
subsequent  proxy before the meeting, or by voting in person at the  meeting.
A  proxy, when executed and not revoked, will be voted in accordance with the
authorization contained therein.  Unless a stockholder specifies otherwise on
the  Form of Proxy, all shares represented will be voted FOR the election  of
all nominees for director, FOR adoption of the Company's amended and restated
Equity Plan, FOR approval of the amendment to Article III of the Articles  of
Incorporation (the "Articles"), FOR approval of the amendment to Article VIII
of the Articles, and FOR approval of the amendment to Article VIII, Section A
of the Articles.

     The  cost of soliciting proxies, including the preparation, assembly and
mailing  of material, will be paid by the Company.  Directors, officers,  and
regular employees of the Company may solicit proxies by telephone, electronic
communications,  or  personal contact, for which they will  not  receive  any
additional  compensation in respect of such solicitations.  The Company  will
also  reimburse  brokerage firms and others for all reasonable  expenses  for
forwarding proxy material to beneficial owners of the Company's stock.

     As  a  matter  of policy, proxies, ballots, and voting tabulations  that
identify  individual  stockholders are kept private  by  the  Company.   Such
documents  are  available  for examination only  by  certain  representatives
associated with processing proxy cards and tabulating the vote.   The vote of
any  stockholder is not disclosed, except as may be necessary to  meet  legal
requirements.

                     OUTSTANDING STOCK AND VOTING RIGHTS

     On  March  19, 2007, the Company had 73,900,461 shares of its  $.01  par
value  Common  Stock  outstanding. At the meeting, each stockholder  will  be
entitled to one vote, in person or by proxy, for each share of stock owned of
record at the close of business on March 19, 2007.  The stock transfer  books
of the Company will not be closed.



     With  respect to the election of directors, stockholders of the Company,
or  their proxy if one is appointed, have cumulative voting rights under  the
laws of the State of Nebraska.  This means that stockholders, or their proxy,
may  vote  their  shares for as many directors as are to be elected,  or  may
cumulate  such  shares and give one nominee as many votes as  the  number  of
directors  to  be elected multiplied by the number of their  shares,  or  may
distribute  votes on the same principle among as many nominees  as  they  may
desire.   If a stockholder desires to vote cumulatively, he or she must  vote
in  person or give his or her specific cumulative voting instructions to  the
designated  proxy that the number of votes represented by his or  her  shares
are  to  be  cast  for one or more designated nominees.  The solicitation  of
proxies  on  behalf  of the Board of Directors includes  a  solicitation  for
discretionary  authority  to  cumulate votes.   A  stockholder  may  withhold
authority to vote for any nominee (or nominees) by striking through the  name
(or names) of such nominees on the accompanying Form of Proxy.

     A majority of all outstanding shares of common stock entitled to vote at
the  annual  meeting  must be present or represented by  proxy  in  order  to
satisfy the quorum requirement for the transaction of business at the  annual
meeting.   Both abstentions and broker non-votes are counted for the  purpose
of  determining a quorum.  "Broker non-votes" are shares present by proxy  at
the  Annual  Meeting and held by brokers or nominees as to which instructions
to  vote have not been received from the beneficial owners and the broker  or
nominee does not have discretionary authority as to certain shares to vote on
one  or  more matters.  If a quorum should not be present, the annual meeting
may be adjourned from time to time until a quorum is obtained.

     On  the date of mailing this Proxy Statement, the Board of Directors has
no  knowledge  of any other matter which will come before the Annual  Meeting
other  than  the  matters described herein.  However, if any such  matter  is
properly  presented  at  the  meeting, the  proxy  solicited  hereby  confers
discretionary authority to the proxies to vote in their sole discretion  with
respect to such matters, as well as other matters incident to the conduct  of
the meeting.

           STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

     The  Board  of Directors has established a process by which stockholders
and  other  parties  who wish to communicate directly  with  the  independent
directors  as  a  group  may  do so by writing to Independent  Directors  c/o
Corporate Secretary at the address indicated on the first page of this  Proxy
Statement.   A  majority of the Company's independent directors has  approved
the process for collecting and organizing stockholder communications received
by the Company's Corporate Secretary on the Board's behalf.

                         DIRECTOR NOMINATION PROCESS

     The  Nominating  Committee  considers candidates  for  Board  membership
suggested  by  Board  members, as well as management  and  stockholders.   In
accordance   with   the   "Policy  Regarding  Director   Recommendations   by
Stockholders",  it  will  consider candidates  recommended  by  one  or  more
stockholders that have individually or as a group owned beneficially at least
two  percent of the Company's issued and outstanding stock for at  least  one
year.   Stockholder  recommendations must be submitted in  writing  with  the
required  proof  of compliance with stock ownership requirements,  background
information,  and qualifications of the candidate to the Corporate  Secretary
not  less  than 120 days prior to the first anniversary of the  date  of  the
proxy  statement  relating  to  the Company's  previous  annual  meeting  (by
December  5, 2007 for the 2008 Annual Meeting of Stockholders) in  order  for
the candidate to be evaluated and considered as a prospective nominee.

     Generally, candidates for director positions should possess:

     *  Relevant business and financial expertise and  experience,  including
        an understanding of fundamental financial statements;
     *  The  highest  character  and integrity and a reputation  for  working
        constructively with others;

                                      2


     *  Sufficient  time  to  devote to meetings and  consultation  on  Board
        matters; and
     *  Freedom  from  conflicts  of   interest  that  would  interfere  with
        performance as a director.

     The  Nominating Committee evaluates prospective nominees against certain
minimum  standards and qualifications, as listed in the "Nominating Committee
Directorship Guidelines and Selection Policy".  These include,  but  are  not
limited  to,  business  experience,  skills,  talents,  and  the  prospective
nominee's  ability  to  contribute  to  the  success  of  the  Company.   The
Nominating  Committee  also considers other relevant factors,  including  the
balance of management and independent directors, the need for Audit Committee
expertise,  and  relevant  industry  experience.   A  prospective   candidate
nominated by a stockholder in accordance with the "Policy Regarding  Director
Recommendations by Stockholders" is evaluated by the Nominating Committee  in
the  same  manner  as any other prospective candidate.  The Company  has  not
engaged  and  has  not  paid  any fees to a third  party  to  assist  in  the
nomination process.

     The   full   text   of   the   Company's  "Policy   Regarding   Director
Recommendations by Stockholders", including a list of information required to
be  submitted  with  the  nomination  by the  recommending  stockholder,  and
"Nominating  Committee Directorship Guidelines and Selection Policy"  may  be
found  on  the  Company's  website, www.werner.com.   Stockholders  may  also
request a copy of either policy by writing to the Corporate Secretary at  the
address indicated on the first page of this Proxy Statement.

          ELECTION OF DIRECTORS AND INFORMATION REGARDING DIRECTORS

     The Articles of Incorporation of the Company provide that there shall be
two  or three separate classes of directors, each consisting of not less than
two,  nor  more  than  five,  directors, and as nearly  equal  in  number  as
possible.   The  Bylaws of the Company provide for eight  directors,  divided
into  three  classes. The term of office of the directors in the first  class
expires  at  the 2007 Annual Meeting of Stockholders.  Directors hold  office
for a term of three years.  The term of office of the directors in the second
and  third  classes  will  expire at the 2008 and  2009  Annual  Meetings  of
Stockholders, respectively.  Gerald H. Timmerman and Kenneth M. Bird, current
class  I  directors whose terms will expire at the 2007 Annual Meeting,  have
been  nominated for election at the meeting for terms expiring  at  the  2010
Annual Meeting and until their successors are duly elected and qualified.

     Information  concerning  the  names, ages,  terms,  positions  with  the
Company,  and/or business experience of each nominee named above and  of  the
other  persons whose terms as directors will continue after the  2007  Annual
Meeting  is set forth on the following pages.  The Board has determined  that
Messrs.  Timmerman,  Steinbach, Bird, Jung, and Sather are  each  independent
pursuant to Nasdaq listing standards.





       Name               Position with Company or Principal Occupation       Term Ends
       ----               ---------------------------------------------       ---------
                                                                           
Clarence L. Werner    Chairman of the Board                                      2009
Gary L. Werner        Vice Chairman                                              2008
Gregory L. Werner     President and Chief Executive Officer                      2008
Gerald H. Timmerman   President of Timmerman & Sons Feeding Co., Inc. (1)(2)(3)  2007
Michael L. Steinbach  Owner of Steinbach Farms and Equipment Sales and           2008
                      Steinbach Truck and Trailer (1)(3)
Kenneth M. Bird       Superintendent - Westside Community Schools (1)(2)(3)      2007
Patrick J. Jung       Chief Operating Officer of Surdell&Partners LLC (1)(2)(3)  2009
Duane K. Sather       Former Chairman of Sather Companies (1)(3)                 2009



__________
(1)  Serves on Audit Committee.
(2)  Serves on Compensation Committee.
(3)  Serves on Nominating Committee.

                                      3


     Clarence  L.  Werner,  69,  operated  Werner  Enterprises  as   a   sole
proprietorship from 1956 until its incorporation in September 1982.   He  has
been  a  director  of  the  Company since its  incorporation  and  served  as
President until 1984.  Since 1984, he has been Chairman of the Board, and  he
served as Chief Executive Officer of the Company from 1984 until February  8,
2007.

     Gary  L.  Werner,  49,  has been a director of  the  Company  since  its
incorporation.   Mr.  Werner  was General Manager  of  the  Company  and  its
predecessor from 1980 to 1982.  He served as Vice President from  1982  until
1984, when he was named President and Chief Operating Officer of the Company.
Mr.  Werner  was  named Vice Chairman in 1991. From 1993 to April  1997,  Mr.
Werner also reassumed the duties of President.

     Gregory  L. Werner, 47, was elected a director of the Company  in  1994.
He  was  a  Vice  President of the Company from 1984 to March  1996  and  was
Treasurer  from 1982 until 1986.  He was promoted to Executive Vice President
in  March  1996 and became President in April 1997.  Mr. Werner has  directed
revenue equipment maintenance for the Company and its predecessor since 1981.
He assumed responsibility for the Company's Management Information Systems in
1993, and also assumed the duties of Chief Operating Officer in 1999.  He was
named Chief Executive Officer of the Company on February 8, 2007.

     Gerald H. Timmerman, 67, was elected a director of the Company in  1988.
Mr.  Timmerman has been President since 1970 of Timmerman & Sons Feeding Co.,
Inc.,   Springfield,  Nebraska,  which  is  a  cattle  feeding  and  ranching
partnership with operations in three midwestern states.

     Michael L. Steinbach, 52, was elected a director of the Company in 2002.
He has been the sole owner of Steinbach Farms and Equipment Sales, which buys
and  sells farm land and equipment and is located in Valley, Nebraska,  since
1980.   Mr.  Steinbach  has also been the sole owner of Steinbach  Truck  and
Trailer,  a semi-tractor and trailer dealership located in Valley,  Nebraska,
since  1997.   Mr.  Steinbach also farms or custom  farms  approximately  six
thousand acres of farmland.

     Kenneth M. Bird, 59, was appointed by the Board of Directors in 2002  to
fill  a vacant director position and was elected by the stockholders in 2004.
He  has  been  Superintendent  of the Westside Community  Schools  in  Omaha,
Nebraska  since  1992 and has held various administrative  positions  in  the
District since 1981.  Dr. Bird was the Nebraska Superintendent of the Year in
1998  and has been recognized for his technology leadership and vision.   Dr.
Bird  is  very active in professional organizations on the local, state,  and
national levels, and also serves on a number of community and civic boards.

     Patrick J. Jung, 59, was elected a director of the Company in 2003.   He
is  currently serving as the Chief Operating Officer of Surdell&Partners LLC,
an   Omaha,  Nebraska  advertising  company.   Prior  to  his  position  with
Surdell&Partners  LLC, Mr. Jung was a practicing certified public  accountant
with KPMG LLP for thirty years.  Mr. Jung was the audit engagement partner on
the  Company's annual audit for the year ended December 31, 1999 prior to his
retirement from KPMG LLP in 2000.  Mr. Jung currently serves on the board  of
directors  of the Burlington Capital Group LLC, including America  First  Tax
Exempt Investors L.P., and serves on its audit and governance committees.  He
also  serves  on  the  board of directors of Supertel Hospitality,  Inc.  and
serves  as  its  audit committee chairman and as a member of  its  nominating
committee.

     Duane  K. Sather, 62, is an investor and serves as a director of several
privately-held  companies that construct and operate  ethanol  plants.   From
1972  to 1996, Mr. Sather was President of Sather Trucking Company, and  from
1988  to  1996, Mr. Sather was Chairman of Sather Companies.   In  1996,  the
Sather Companies were sold to Favorite Brands International.

     Gary L. Werner and Gregory L. Werner are sons of Clarence L. Werner.

     In  the event that any nominee becomes unavailable for election for  any
reason,  the  shares represented by the accompanying form of  proxy  will  be
voted  for any substitute nominees designated by the Board, unless the  proxy

                                      4


withholds  authority  to  vote for all nominees or the  nominee  who  becomes
unavailable.   The  Board of Directors knows of no  reason  why  any  of  the
persons  nominated to be directors might be unable to serve if  elected,  and
each  nominee has expressed an intention to serve if elected.  There  are  no
arrangements  or  understandings between any of the nominees  and  any  other
person pursuant to which any of the nominees was selected as a nominee.

     Assuming  the  presence of a quorum, directors shall  be  elected  by  a
plurality of the votes cast by the stockholders of the outstanding shares  of
the Common Stock of the Company present in person or represented by proxy  at
the  2007 Annual Meeting of Stockholders and entitled to vote thereon.   This
means  that  the two nominees receiving the highest number of  votes  at  the
annual  meeting,  after taking into account any cumulative  voting,  will  be
elected  to  the  Board.   Shares  not voted  for  any  nominee,  whether  by
specifically withholding authority to vote on a proxy card or otherwise, will
have  no impact on the election of directors except to the extent the failure
to  vote  for  a  nominee results in another individual  receiving  a  larger
proportion of the total votes.

     THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS  VOTE  "FOR"  THE
ELECTION OF EACH NOMINEE TO THE BOARD OF DIRECTORS.  PROXIES SOLICITED BY THE
BOARD  OF  DIRECTORS  WILL  BE VOTED FOR THE ELECTION  OF  ALL  NOMINEES  FOR
DIRECTOR UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

Board of Directors and Committees

     The  Board  of Directors conducts its business through meetings  of  the
Board,  actions  taken  by written consent in lieu of meetings,  and  by  the
actions  of  its Committees.  The Board has established Audit,  Compensation,
and Nominating Committees. Currently, Messrs. Timmerman, Bird, and Jung serve
as members of the Audit, Compensation, and Nominating Committees, and Messrs.
Sather and Steinbach are members of the Audit and Nominating Committees.  The
Option  Committee  was dissolved on November 7, 2006, and the  authority  and
power  of  this  committee was transferred and delegated to the  Compensation
Committee.

Audit Committee

     The  Audit Committee discusses the annual audit and resulting letter  of
comments  to management, consults with the auditors and management  regarding
the adequacy of internal controls, reviews the Company's financial statements
with  management and the outside auditors prior to their issuance,  discusses
with  management the process used to support the Chief Executive Officer  and
Chief  Financial Officer certifications that accompany the Company's periodic
filings,  appoints  the independent auditors for the next year,  reviews  and
approves  all  audit  and non-audit services, manages the Company's  internal
audit  department,  and reviews and maintains procedures  for  the  anonymous
submission  of  complaints concerning accounting and auditing irregularities.
The  Audit  Committee  periodically  meets  in  executive  session  with  the
independent  auditors and with the head of the internal audit department,  in
each  case  without the presence of management.  All current Audit  Committee
members are each independent pursuant to Nasdaq listing standards.  The Board
of  Directors has determined that each Audit Committee member has  sufficient
knowledge in financial and auditing matters to serve on the Committee and has
designated  Mr. Jung as an Audit Committee financial expert as defined  under
the  rules  of  the  Securities and Exchange Commission ("SEC").   The  Audit
Committee  charter,  which has been approved by the Board  of  Directors,  is
posted  on  the Company's website, www.werner.com.  This information  is  not
deemed  to be "soliciting material" or to be "filed" with the SEC or  subject
to  the liabilities of Section 18 of the Securities Exchange Act of 1934, and
shall  not  be  deemed  to be incorporated by reference  into  any  prior  or
subsequent  filing by the Company under the Securities Act  of  1933  or  the
Securities Exchange Act of 1934 except to the extent the Company specifically
requests  that  such information be incorporated by reference or  treated  as
soliciting material.

                                      5


Compensation Committee

     The  Compensation Committee is responsible for determining and approving
the  compensation of the Chairman, the Vice Chairman, and the  President  and
Chief Executive Officer.  The Compensation Committee is also responsible  for
approving  the compensation of all other executive officers after considering
the recommendations of the Chairman, the Vice Chairman, and the President and
Chief  Executive  Officer.  On November 7, 2006, the  Compensation  Committee
became responsible for administering the Company's Stock Option Plan, and the
authority  of  the  Option Committee was transferred  and  delegated  to  the
Compensation Committee.  It has the authority to determine the recipients  of
options  and stock appreciation rights, the number of shares subject to  such
options  and the corresponding stock appreciation rights, the date  on  which
these  options  and  stock appreciation rights are  to  be  granted  and  are
exercisable, whether or not such options and stock appreciation rights may be
exercisable  in  installments, and any other terms of the options  and  stock
appreciation  rights  consistent with the terms of  the  plan.   All  current
Compensation  Committee members are "non-employee directors"  as  defined  by
Rule 16b-3 under the Securities Exchange Act of 1934, are "outside directors"
as  defined  in  Section 162(m) of the Internal Revenue Code  of  1986  ("the
Code"),  as  amended,  and are each independent pursuant  to  Nasdaq  listing
standards.   The  Compensation Committee charter is posted on  the  Company's
website, www.werner.com.

     As  explained  in  more detail under "Compensation Process"  within  the
Compensation   Discussion  and  Analysis,  the  Compensation  Committee   has
delegated authority to the President and CEO which allows him to make changes
to  the base salaries of executive officers within ranges established by  the
Compensation  Committee.   Any  such  base  salary  changes  are  summarized,
reviewed,  and  approved by the Compensation Committee at the  close  of  the
year.

     During  2006,  the Compensation Committee retained the  firm  of  Towers
Perrin  as its compensation consultant to assist in the continued development
and  evaluation  of  compensation policies and the  Compensation  Committee's
determinations  of  compensation awards.  The role of  Towers  Perrin  is  to
provide   independent,   third-party  advice  and  expertise   in   executive
compensation  issues.  The Compensation Committee engaged  Towers  Perrin  to
provide  a  competitive  market  pay analysis  for  the  Company's  executive
officers,  comparing  the base salary, annual bonus, and long-term  incentive
components  of compensation to both a competitive peer group and the  general
industry.

Nominating Committee

     The  Nominating Committee assists the Board in identifying,  evaluating,
and  recruiting qualified candidates for election to the Board and recommends
for the Board's approval the director nominees for any election of directors.
All  current  Nominating Committee members are each independent  pursuant  to
Nasdaq listing standards.  The Nominating Committee charter is posted on  the
Company's website, www.werner.com.

Compensation Committee Interlocks and Insider Participation

     The  Compensation Committee of the Board of Directors  is  comprised  of
Messrs.  Timmerman, Bird, and Jung.  None of the members of the  Compensation
Committee  during 2006 or as of the date of this proxy statement  is  or  has
been  an  officer  or  employee of the Company.  There were  no  transactions
between  any  member  of  the Compensation Committee  and  the  Company  that
occurred  during  2006  which  would require disclosure  under  Item  404  of
Regulation S-K.  During 2006, no executive officer of the Company served as a
director or member of the compensation committee of any other entity, one  of
whose  executive officers served as a director or member of the  Compensation
Committee of the Company.

Meeting Attendance

     The  Board  of Directors held five meetings (in addition, two  executive
sessions  of  the  independent directors were held without  the  presence  of
management) and acted once by unanimous written consent during the year ended

                                      6


December 31, 2006.  There were six meetings of the Audit Committee (including
four  executive  sessions with the independent auditors  and  four  executive
sessions  with the senior manager of internal audit, all without the presence
of  management), three meetings of the Compensation Committee and one  action
by  unanimous written consent, one meeting of the Option Committee,  and  one
meeting  of  the  Nominating  Committee during that  period.   All  directors
participated in 75% or more of the aggregate of the total number of Board  of
Directors  meetings and the total number of meetings held  by  committees  on
which  they  served,  and  the  average  attendance  was  96%.   The  Company
encourages directors to attend annual meetings, although it does not  have  a
formal policy regarding director attendance at these meetings.  Seven of  the
eight  then-current  directors  attended  the  Company's  Annual  Meeting  of
Stockholders in May 2006, and the Company anticipates that most, if not  all,
of its directors will attend the 2007 Annual Meeting of Stockholders.

                                      7


                     DIRECTOR COMPENSATION AND BENEFITS

     Directors  who  are  not  employees of the  Company  receive  an  annual
compensation package that is designed to attract, motivate and retain highly-
qualified independent professionals to represent the Company's stockholders.

     The  Company's 2006 compensation package for non-employee  directors  is
comprised of an annual cash retainer and cash meeting fees.  Specifically:

     *  Annual  board retainer: $10,000, paid in quarterly installments,  for
        board membership
     *  Board meeting fee: $2,000 paid for each meeting
     *  Audit  Committee Chairman annual retainer: $10,000, paid in quarterly
        installments
     *  Committee  meeting  fee: $2,000  paid for each meeting (if meeting is
        not held on the same day as the board meeting)

     In  addition,  the non-employee directors also receive reimbursement  at
cost  for  all  travel  expenses incurred in attending  board  and  Committee
meetings.

Director Stock Ownership

     The  Company  does  not  have  formal stock ownership  requirements  for
directors.

2006 Compensation

     Cash compensation varies by non-employee director based on the number of
Committee  meetings  held, the Committees on which the non-employee  director
serves,  and  whether the individual is the Chairman of the Audit  Committee.
In  2006,  all of the incumbent directors attended at least 75% of the  total
number  of  meetings of the Board and of all Board Committees  of  which  the
directors were members and expected to attend.




                                                                             Change in
                                                                           Pension Value
                                                                          & Nonqualified
                      Fees Earned                           Non-Equity       Deferred
                        or Paid      Stock     Option     Incentive Plan   Compensation      All Other
       Name            in Cash($)  Awards($)  Awards($)  Compensation($)   Earnings ($)   Compensation($)  Total($)
-------------------------------------------------------------------------------------------------------------------
                                                                                        
Gerald H. Timmerman        34,000          -          -                -               -                -    34,000

Michael L. Steinbach       32,000          -          -                -               -                -    32,000

Kenneth M. Bird            34,000          -          -                -               -                -    34,000

Patrick J. Jung            44,000          -          -                -               -                -    44,000

Duane K. Sather            23,500          -          -                -               -                -    23,500

Jeffrey G. Doll (1)        11,000          -          -                -               -                -    11,000


_______________
(1) Mr. Doll resigned from the Company's  Board of Directors effective May 9,
    2006.

     Directors  who  are also employees of the Company receive no  additional
compensation for service as a Director.

                                      8


                             EXECUTIVE OFFICERS

     The following table sets forth the executive officers of the Company and
the capacities in which they currently serve.




         Name            Age                  Capacities In Which They Serve
         ----            ---                  ------------------------------
                          
Clarence L. Werner        69    Chairman of the Board (1)
Gary L. Werner            49    Vice Chairman
Gregory L. Werner         47    President and Chief Executive Officer (1)
Daniel H. Cushman         52    Senior Executive Vice President and Chief Marketing Officer
Derek J. Leathers         37    Senior Executive Vice President - Value Added Services and International
H. Marty Nordlund         45    Senior Executive Vice President - Specialized Services
Robert E. Synowicki, Jr.  48    Executive Vice President and Chief Information Officer
Richard S. Reiser         60    Executive Vice President and General Counsel
John J. Steele            49    Executive Vice President, Treasurer and Chief Financial Officer
Jim S. Schelble           46    Executive Vice President - Sales and Marketing


_______________
(1)  On  February  8,  2007, Mr. Clarence L. Werner  resigned  as  the  Chief
Executive Officer, and the Board named Gregory L. Werner the Chief Executive
Officer.

     See  "ELECTION  OF  DIRECTORS AND INFORMATION REGARDING  DIRECTORS"  for
information regarding the business experience of Clarence L. Werner, Gary  L.
Werner, and Gregory L. Werner.

     Daniel  H.  Cushman joined the Company in 1997 as Director  of  National
Accounts.  He was promoted to Vice President - Sales, Van Division, in  April
1999,  Senior  Vice  President - Van Division in December 1999,  Senior  Vice
President  -  Marketing and Operations in 2001, Executive Vice President  and
Chief  Marketing  Officer in 2002, and Senior Executive  Vice  President  and
Chief  Marketing Officer in 2004.  Mr. Cushman was President of Triple  Crown
Services  in Fort Wayne, Indiana for four years prior to joining the  Company
and held various other management positions at Triple Crown Services starting
in  1988.  From 1978 to 1988, Mr. Cushman was employed by Roadway Express  in
Akron, Ohio.

     Derek  J.  Leathers  joined the Company in 1999 as Managing  Director  -
Mexico  Division.   He was promoted to Vice President -  Mexico  Division  in
2000,  Vice President - International Division in 2001, Senior Vice President
-  International  in  April 2003, Senior Vice President -  Van  Division  and
International  in  July 2003, Executive Vice President  -  Van  Division  and
International in 2004, and was named Senior Executive Vice President -  Value
Added Services and International in 2006.  Mr. Leathers was Vice President of
Mexico  Operations  for two years at Schneider National,  a  large  truckload
carrier,  prior  to  joining the Company and held  various  other  management
positions during his eight-year career at Schneider National.

     H.  Marty  Nordlund joined the Company in 1994 as an account  executive.
He  was  promoted  to Director of Dedicated Fleet Services  in  1995,  Senior
Director  of  Dedicated  Fleet Services in 1997, Vice President  -  Dedicated
Fleet Services in 1998, Vice President - Specialized Services in 2001, Senior
Vice  President  - Specialized Services in 2003, Executive Vice  President  -
Specialized  Services  in August 2005, and was named  Senior  Executive  Vice
President - Specialized Services in 2006.  Prior to joining the Company,  Mr.
Nordlund held various management positions with Crete Carrier Corporation.

     Robert E. Synowicki, Jr. joined the Company in 1987 as a tax and finance
manager.   He  was  appointed  Treasurer  in  1989,  became  Vice  President,
Treasurer  and Chief Financial Officer in 1991, Executive Vice President  and
Chief  Financial  Officer in March 1996, Executive Vice President  and  Chief
Operating  Officer in November 1996, and Executive Vice President  and  Chief
Information Officer in December 1999.  Mr. Synowicki was employed by the firm
of  Arthur  Andersen & Co., independent public accountants,  as  a  certified
public  accountant from 1983 until his employment with the Company  in  1987.
Mr.  Synowicki also serves on the Board of Directors of Blue Cross  and  Blue
Shield of Nebraska.

                                      9


     Richard  S.  Reiser  joined the Company as Vice  President  and  General
Counsel  in  1993, and was promoted to Executive Vice President  and  General
Counsel  in  1996.  Mr. Reiser was a partner in the Omaha office of  the  law
firm  of Nelson and Harding from 1975 to 1984. From 1984 until his employment
with  the  Company,  he  was engaged in the private  practice  of  law  as  a
principal  and director of Gross & Welch, a professional corporation,  Omaha,
Nebraska.

     John J. Steele joined the Company in 1989 as Controller.  He was elected
Corporate  Secretary  in  1992, Vice President  -  Controller  and  Corporate
Secretary  in 1994, Vice President, Treasurer and Chief Financial Officer  in
1996,  Senior Vice President, Treasurer and Chief Financial Officer in  2004,
and was named Executive Vice President, Treasurer and Chief Financial Officer
in  August  2005.  Mr. Steele was employed by the firm of Arthur  Andersen  &
Co.,  independent public accountants, as a certified public  accountant  from
1979 until his employment with the Company in 1989.

     Jim  S.  Schelble joined the Company in 1998 as Manager of New  Business
Development.   He  was  promoted to Director of National  Accounts  in  1999,
Senior  Director of Dedicated Services in 2000, Associate Vice  President  of
Corporate and Dedicated Sales in 2002, Vice President - Sales in 2003, Senior
Vice President - Sales in 2004 and was named Executive Vice President - Sales
and  Marketing  in August 2005.  Prior to joining the Company,  Mr.  Schelble
spent  twelve years with Roadway Express in a variety of management positions
within operations, sales, and marketing.

     Under  the Company's bylaws, each executive officer holds office  for  a
term  of  one  year  or until his successor is elected  and  qualified.   The
executive  officers of the Company are elected by the Board of  Directors  at
its Annual Meeting immediately following the Annual Meeting of Stockholders.

           SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of  the  Securities Exchange Act of  1934  requires  the
Company's executive officers and directors, and persons who own more than ten
percent  of  a registered class of the Company's equity securities,  to  file
initial reports of ownership and changes in ownership with the SEC. Officers,
directors  and  greater than ten percent stockholders  are  required  by  SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

     Based  solely  on its review of the copies of such forms and  amendments
thereto  received  by it and written representations from  certain  reporting
persons that no Forms 5 were required for those persons, the Company believes
that,  during  the  year  ended December 31, 2006,  all  filing  requirements
applicable  to  its  officers,  directors,  and  greater  than  ten   percent
beneficial  owners  were complied with in a timely manner,  except  that  the
initial  Form 3 for Duane K. Sather was filed 10 business days after the  due
date.

                                      10


      SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL
                                STOCKHOLDERS

     The  table  below sets forth certain information as of March  19,  2007,
with  respect  to the beneficial ownership of the Company's Common  Stock  by
each  director  and each nominee for director of the Company, by  each  named
executive  officer  of  the Company named in the Summary  Compensation  Table
herein,  by  each person known to the Company to be the beneficial  owner  of
more  than 5% of the outstanding Common Stock, and by all executive officers,
directors, and director nominees as a group.  On March 19, 2007, the  Company
had  73,900,461  shares  of  Common Stock outstanding.  Except  as  otherwise
indicated in the footnotes to the following table, the Company believes  that
the beneficial owners of the Common Stock listed below have sole voting power
and investment power with respect to such shares, subject to applicable laws.
Unless  otherwise  noted, the business address of each beneficial  owner  set
forth below is 14507 Frontier Road, Omaha, Nebraska 68138.




                                                  Beneficial Ownership
                                     ----------------------------------------------
            Name of                    Shares     Right to
       Beneficial Owner                Owned     Acquire (1)    Total   Percent (2)
       ----------------                ------    -----------    -----   -----------
                                                               
Clarence L. Werner (3)               22,327,985   1,137,500   23,465,485   31.3%
Gary L. Werner (4)                    1,558,086     460,418    2,018,504    2.7%
Gregory L. Werner                     3,276,694     688,336    3,965,030    5.3%
Daniel H. Cushman                           704     173,234      173,938      *
John J. Steele                            2,896      67,709       70,605      *
Gerald H. Timmerman                      13,666           -       13,666      *
Michael L. Steinbach                          -           -            -      *
Kenneth M. Bird                             500           -          500      *
Patrick J. Jung                           2,000           -        2,000      *
Duane K. Sather                           7,000           -        7,000      *
Lord, Abbett & Co. LLC (5)            4,985,316           -    4,985,316    6.7%
Dimensional Fund Advisors LP (6)      4,830,396           -    4,830,396    6.5%
All executive officers, directors
  and director nominees as a group
  (15 persons) (3)(4)                27,201,696   2,737,700   29,939,396   39.1%



___________
* Indicates less than 1%.

(1)  Number of shares underlying stock options which are  exercisable  as  of
     March 19, 2007, or which become exercisable 60 days thereafter.

(2)  The  percentages  are  based  upon  73,900,461  shares,  which equal the
     outstanding shares of the Company as of March 19, 2007.  For  beneficial
     owners who hold  options exercisable  within 60 days  of March 19, 2007,
     the number of shares of  Common Stock on  which the  percentage is based
     also includes the number of shares underlying such options.

(3)  Clarence  L.  Werner  has  sole  voting  power  with  respect  to  these
     23,465,485  shares, sole  dispositive power  with  respect to  8,464,235
     shares, and shared dispositive power with respect to 15,001,250 shares.

(4)  The  shares shown  for Gary L. Werner  do not include (i) 479,497 shares
     held  by the Gary L. Werner  Irrevocable Inter Vivos  QTIP Trust II, the
     sole  trustee of  which is  Union Bank  and Trust  Company who  has sole
     investment and voting power over the shares held by the trust, and  (ii)
     500,000  shares held  by the  Becky K. Werner  Revocable Trust, the sole
     trustee  of which  is Becky K.  Werner (Mr. Werner's wife)  who has sole
     investment  and  voting power  over  the shares  held by the trust.  Mr.
     Werner  disclaims actual and  beneficial ownership of the shares held by
     the Gary L. Werner Irrevocable Inter Vivos QTIP Trust II and the  shares
     held by the Becky K. Werner Revocable Trust.

(5)  Based  on  Schedule  13G  as of December  29, 2006, as  filed  with  the
     Securities and Exchange Commission by Lord, Abbett & Co. LLC, 90  Hudson
     Street,  Jersey City, New  Jersey 07302.  Lord,  Abbett & Co. LLC claims
     sole voting power  with respect  to 4,733,216  shares, sole  dispositive
     power  with  respect  to  4,985,316  shares,  and  no  shared  voting or
     dispositive power with respect to any of these shares.

(6)  Based  on  Schedule  13G  as of  December 31, 2006, as  filed  with  the
     Securities and Exchange Commission by Dimensional Fund Advisors LP, 1299
     Ocean Avenue, Santa Monica, California 90401.  Dimensional Fund Advisors
     LP claims sole voting power and sole  dispositive power with  respect to
     these 4,830,396 shares and no shared voting or  dispositive  power  with
     respect to any of these shares.

                                      11


                    COMPENSATION DISCUSSION AND ANALYSIS

     The  Compensation Committee of the Board of Directors is responsible for
establishing   executive  compensation  policies  and  overseeing   executive
compensation  practices at Werner.  The Compensation Committee  is  comprised
solely  of  non-employee directors, each of whom is independent  pursuant  to
Nasdaq listing standards.

Executive Compensation Philosophy

     Werner's  executive  compensation program  objectives  are  to  attract,
motivate  and  retain high-quality executives by providing total compensation
that  is  competitive with the various labor markets and industries in  which
the  Company  competes for talent.  The executive pay program is designed  to
reward  the Chief Executive Officer ("CEO"), Chief Financial Officer  ("CFO")
and  the  next  three  most highly compensated executive  officers  who  were
executive  officers at December 31, 2006 (collectively, the "named  executive
officers")  for  both  Company  performance and  the  executive's  individual
performance and contribution to the Company's overall business objectives.

     The  Compensation  Committee  carries  out  the  executive  compensation
philosophy of Werner through the following compensation principles:

     *  Provide  total  compensation  that  is  competitive with the  various
        labor markets and industries in which the Company competes for talent
        such that  it will attract, motivate and retain a highly capable  and
        performance-focused executive team.

     *  Link executive rewards to the financial performance of the Company as
        well  as the executive's  individual performance  and contribution to
        the Company's overall business objectives.

Elements of Compensation

     Individual elements of Werner's total compensation are determined  after
consideration  of  an  executive's total direct  compensation  (base  salary,
actual bonus and actual long-term incentive awards).

     The  primary  elements  of  the  Company's 2006  executive  compensation
package  include: base salary, annual cash bonus opportunity, stock  options,
employee  stock  purchase  plan,  perquisites,  health  and  welfare  benefit
programs, 401(k), and non-qualified deferred compensation plan.

Base Salary

     Werner's base salary is a fixed element of compensation that is paid  to
each  named  executive officer for the performance of his primary job  duties
and responsibilities.  Base salaries at Werner are reviewed annually.  Market
adjustments to named executive officer base salaries are generally made  when
there  is a significant change in position responsibilities or if competitive
market  data  indicates  a significant deviation compared  to  market  salary
practices.

     The  actual  salaries paid to each of Werner's named executive  officers
will vary based on the performance of the individual and the business unit(s)
or  function(s)  under his or her leadership, the Company's performance,  and
economic and business conditions affecting Werner at the time of the review.

Annual Cash Bonus

     Werner's  annual cash bonus program is a discretionary program  designed
to  reward  executives  after  consideration of  Werner's  overall  financial
results  considering economic and business conditions affecting the  Company,
the  executive's  performance  and  contribution  to  the  Company's  overall
business  objectives  and the prior year's bonus payment.   The  annual  cash

                                      12


bonus  program  provides motivation for executives to improve  the  Company's
annual  financial  results, which leads to long-term success.   Historically,
executive  payments  have been the same or higher than  the  previous  year's
payment  which correlates with Werner's consistent profitable growth  record,
after considering economic and business conditions affecting the Company.

     Actual  cash bonus awards are at the sole discretion of the Compensation
Committee.   The  Compensation Committee considers the CEO's  recommendation,
competitive total cash compensation data by position, and actual bonuses paid
in the marketplace at other peer transportation and logistics companies (such
as  those  companies in the Werner executive compensation peer  group  listed
under  "Compensation Process").  The Compensation Committee also reviews  the
Company's  revenues, net income, operating ratio, number of  tractors,  stock
price,  and return on assets relative to other peer transportation  companies
when making its decision.

     Final  award  amounts approved by the Compensation  Committee  for  each
executive  are intended to deliver market competitive total cash compensation
reflective of the executive's individual performance and contribution  within
the overall context of Company financial results and business objectives.

Long-Term Incentive Compensation

     Werner's  long-term incentive program is designed to  reward  for  share
price  appreciation through executive stock options and provides an incentive
for long-term retention of executives.  Grants are made at the discretion  of
the  Compensation Committee and are not necessarily made on an annual  basis.
In  determining an overall pool of stock options to make available for grant,
the  Compensation  Committee considers both dilution and  relative  financial
performance  of  Werner compared against the marketplace.   The  Compensation
Committee    considers   each   executive's   responsibilities,    individual
performance,  and contribution to the Company's performance for  purposes  of
allocating the overall pool among executives.

     Werner  has  historically  chosen  a stock  option  long-term  incentive
program because the Company believes that stock options link the interests of
Werner's  named executive officers with Company stockholders.  The Board  has
proposed  amendments  to  its  stock  option  plan,  subject  to  stockholder
approval,  which  would allow the Company to award restricted  stock  to  its
executives.   The Company believes the use of restricted stock would  have  a
less  dilutive  effect as compared to stock options, and would also  directly
link  executive  interests with that of the stockholders as restricted  stock
units  are  impacted  by both increases and decreases in  stock  price.   The
Company  expects  to use a combination of stock options and restricted  stock
awards  in its ongoing long-term incentive program.  The vesting periods  for
the  long-term  incentive  program  directly  align  compensation  for  named
executive  officers  with the interests of stockholders  of  the  Company  by
rewarding creation and preservation of long-term stockholder value.

     In  2006,  Werner  did  not make any stock option grants  to  the  named
executive officers.

Perquisites

     Werner believes perquisites are both an important element of competitive
total rewards and are necessary for the named executive officers to carry out
the responsibilities of their positions.

     Position-specific perquisites are as follows:  the Vice Chairman and the
President  and CEO utilize Company-provided income tax preparation  services.
The Chairman also utilizes Company income tax, accounting, and legal services
for which he reimburses the Company.  The Senior Executive Vice President and
Chief  Marketing  Officer  is  provided  with  a  Company-paid  country  club
membership.

     Werner did not provide unreimbursed personal use of Company aircraft  to
the  Chairman,  the Vice Chairman, and the President and CEO.   When  any  of
these  three  executives  use  Werner aircraft  for  personal  business,  the
executive reimburses the Company at the higher of the incremental cost to the
Company  or  the Internal Revenue Service ("IRS") taxable income amount.   In

                                      13


2006, Werner provided the Senior Executive Vice President and Chief Marketing
Officer  with  nominal use of the Werner aircraft for personal  business  for
himself and two other individuals.  For SEC disclosure purposes, there was no
incremental  cost  to the Company related to his use of the  plane  in  2006;
however,  "All Other Compensation" in the Summary Compensation Table includes
the tax gross-up for the IRS value of the personal use.

     All  of  the  named  executive officers of Werner are  provided  with  a
Company car for business and personal use, with the exception of the Chairman
and the President and CEO who each have the use of two Company cars.

Benefits

     The named executive officers participate in the full range of health and
welfare  benefits  and are covered by the same plans on  the  same  terms  as
provided  to all full-time U.S. employees, with the exception of  the  Senior
Executive  Vice  President  and  Chief  Marketing  Officer  who  receives  an
additional  subsidy  of his healthcare premiums (see All  Other  Compensation
Table for details).

     Werner  targets  its overall benefits to be competitive  with  its  peer
group.   Included  in  these benefits are the company  contributions  to  the
401(k) Plan and company match on the Employee Stock Purchase Plan, which  are
on  the same terms as provided to all full-time U.S. employees (see All Other
Compensation  Table  for  details).  At the  executives'  request,  the  Vice
Chairman and the President and CEO do not receive a matching contribution for
the  401(k) Plan.  The non-qualified deferred compensation plan (as described
further  under "Non-qualified Deferred Compensation Plan for the  Year  Ended
December 31, 2006") allows key employees whose 401(k) plan contributions  are
limited  due  to  IRS regulations affecting highly compensated  employees  to
contribute  additional  amounts on a tax-deferred basis,  subject  to  annual
dollar limits imposed by the Company.  The nonqualified deferred compensation
plan  provisions allow the Company to make a matching contribution,  however,
to date, the Company has elected not to make a matching contribution.

Compensation Process

     Each  year,  the  Compensation Committee reviews the competitiveness  of
total  direct compensation as well as the competitiveness of each  individual
compensation element for Werner's named executive officers.  As part of  this
annual  process,  the Compensation Committee reviews and considers  executive
market  data (base salary, total cash, long-term incentives and total  direct
compensation)  along with the individual responsibilities of  each  executive
when setting annual pay opportunities.

     At  the  end  of the year, after reviewing the competitive  compensation
data,  the  Compensation Committee sets established total direct compensation
"pay  ranges" by job title (i.e., Senior Executive Vice President,  Executive
Vice  President, Senior Vice President, and Vice President) within which  the
CEO  may  make  base salary changes during the following year.  Any  proposed
changes that do not fall within the approved ranges require approval  of  the
Compensation  Committee.  These base salary changes are summarized,  reviewed
and  approved  by the Compensation Committee at the close of the  year.   For
example,  the Compensation Committee sets base salary pay ranges in  November
2006  for  fiscal year 2007.  The CEO has delegated authority  to  make  base
salary  changes throughout 2007 within these ranges.  In November  2007,  the
Compensation   Committee  will  review  year-end  total   cash   compensation
recommendations by the CEO for the named executive officers, including  these
base salary changes.

     Werner  reviews  its executive total compensation levels  (base  salary,
bonus  and long-term incentives) in relation to both a competitive peer group
of 17 transportation and logistics companies and companies of comparable size
to  Werner  in  the  broader general industry.  The  competitive  market  pay
analysis is prepared by the Compensation Committee's Consultant.

     Werner's  revenues  align  most closely with the  revenues  of  the  top
quartile  of  the  competitive peer group; therefore, Werner  compares  total
compensation  against  the 75th percentile of the peer  group.   The  general

                                      14


industry  data, on the other hand, is regressed or size-adjusted to  Werner's
annual revenues.  Therefore, Werner compares total compensation at the median
of the general industry group.

     Werner's  competitive peer group is made up of companies with which  the
Company  competes  for executive talent in the transportation  and  logistics
industry.  The companies are: Arkansas Best, Celadon Group, Hub Group,  Pacer
International,  Expeditors  International of  Washington,  Con-Way,  Covenant
Transport,   Heartland   Express,  J.B.  Hunt  Transport   Services,   Knight
Transportation,  Landstar  System, Old Dominion  Freight  Line,  Saia,  Swift
Transportation, U.S. Xpress Enterprises, Marten Transport, and USA Truck.

     The  Compensation  Committee does not attempt to set  each  compensation
element for each executive based on the peer group and general industry  data
but  instead uses these comparisons as one factor in determining compensation
levels.   Generally,  the Compensation Committee reviews  total  compensation
levels  annually and makes adjustments when job responsibilities,  individual
performance or market data warrants.  Actual total compensation can vary from
year to year based on Company, operating unit and individual performance.

     When  setting  total  compensation, the  Company  applies  a  consistent
approach  for all named executive officers.  The Compensation Committee  also
exercises  appropriate  business judgment in how it  applies  these  standard
approaches to the facts and circumstances associated with each executive.

     Generally, the amount of compensation realized or potentially realizable
does not directly impact the level at which future pay opportunities are set.

     Recommendations on the pay packages for the Chairman, the Vice Chairman,
and the President and CEO are made by the Compensation Committee's Consultant
and  their pay is set by the Compensation Committee during executive  session
based   on  the  Compensation  Committee's  assessment  of  the  individual's
responsibility and performance and the financial and operating performance of
Werner.   On February 8, 2007, Mr. Clarence L. Werner resigned as  the  Chief
Executive Officer and continues to serve as Chairman, and the Board named Mr.
Gregory  L.  Werner  the  Chief Executive Officer.  In  connection  with  the
promotion   and  additional  responsibilities,  the  Compensation   Committee
increased  the  base  salary of Mr. Gregory L. Werner effective  February  9,
2007, as disclosed in a Current Report on Form 8-K filed February 9, 2007.

     The  CEO of Werner is eligible for all of the same programs as the other
named  executive  officers.  The CEO's actual compensation is  reflective  of
overall  Company  performance  and  the achievement  of  the  CEO  goals  and
objectives, as determined by the Compensation Committee.

Stock Grant Practices

     Werner grants stock options on an ad hoc basis at the discretion of  the
Compensation  Committee.  The Compensation Committee follows a  set  practice
whereby the Compensation Committee selects a grant date, and the option grant
price  is based on the closing price of Werner common stock on the day  prior
to  the date of grant in accordance with the provisions of the current  stock
option  plan.   The Board has proposed amendments to the plan, one  of  which
will specify that the grant price is established as the closing price on  the
date of grant.

     When  choosing  the grant date, the Compensation Committee  watches  the
longer term trends in Werner's stock price and selects grant dates that  will
provide an incentive for management to increase Werner's stock price back  to
higher levels.

                                      15


     The  Compensation Committee also establishes the vesting period for each
grant.  Stock options granted to Werner's named executive officers since 1999
vest  over  six  years based on the following schedule and expire  after  ten
years:




                Years from Grant Date     Amount Vested
                ---------------------     -------------
                                            
                2 years                        25%
                3 years                        20%
                4 years                        20%
                5 years                        20%
                6 years                        15%



Executive Stock Ownership

     Werner does not have formal executive stock ownership guidelines.

Tax and Accounting Considerations

     The Committee reviews projections of the estimated accounting (pro forma
expense)   and  tax  impact  of  all  material  elements  of  the   executive
compensation program.  Generally, an accounting expense is accrued  over  the
requisite  service period of the particular pay element (generally  equal  to
the  performance  period) and the Company realizes a tax deduction  upon  the
payment to/realization by the executive.

     Section  162(m)  of  the  Code, generally provides  that  publicly  held
corporations  may not deduct in any one taxable year certain compensation  in
excess  of  $1 million paid to the Chief Executive Officer and the next  four
most  highly compensated executive officers.  The Committee will  use,  where
practical,  compensation  policies  and  programs  that  preserve   the   tax
deductibility  of  compensation;  however,  the  Committee,   at   its   sole
discretion,  may approve payment of nondeductible compensation from  time  to
time if it deems circumstances warrant it.

     In  fiscal  2006,  the Chairman received compensation in  excess  of  $1
million.  Consequently, a portion of Mr. C.L. Werner's compensation  was  not
treated as a deductible income tax expense for 2006.  Section 162(m) did  not
limit  Werner's ability to take a tax deduction for compensation paid to  any
other executive officer.

Employment Arrangements

     None  of  the Company's named executive officers have written employment
agreements with the Company.

Termination Arrangements

     None of the Company's named executive officers have severance agreements
with the Company.

     Werner   does  not  provide  for  incremental  compensation  or  special
treatment for incentive compensation in the event of a voluntary termination,
termination for cause, or termination by death or disability.

Change-in-Control Arrangements

     None  of  the Company's named executive officers have change in  control
agreements  with  the  Company, and Werner does  not  currently  provide  for
incremental  compensation  or special treatment  for  incentive  compensation
related  to  a change in control.  The Board has proposed amendments  to  its
stock option plan, subject to stockholder approval, which would add change in
control provisions to the stock option plan.

                                      16


                         SUMMARY COMPENSATION TABLE

     The  Summary Compensation Table presented below represents all  elements
of  compensation awards to the Company's named executive officers for  fiscal
year 2006, including:
     *  Base salary
     *  Bonus: Awards made under the annual cash plan
     *  All other compensation represents the sum of the values of:
        *  Perquisites and Other Personal Benefits
        *  Matching Company contributions to 401(k) plan
        *  Insurance Premiums paid by the Company
        *  Tax Reimbursements
        *  Matching  Company contributions under the Employee Stock  Purchase
           Plan

     Base  salaries  and  annual cash plan awards  have  been  determined  in
accordance  with the procedures presented in the Compensation Discussion  and
Analysis.  Executive deferrals to the Company's 401(k) plan and non-qualified
deferred  compensation  plan are included in the  appropriate  column  (i.e.,
Salary and/or Bonus) for which the compensation was earned.




                                                                                         Change in
                                                                                       Pension Value
                                                                                     and Non-Qualified
                                                                       Non-Equity         Deferred
                                                     Stock   Option  Incentive Plan     Compensation      All Other
         Name and                   Salary   Bonus   Awards  Awards   Compensation        Earnings      Compensation
    Principal Position       Year     ($)    ($)(1)  ($)(2)  ($)(2)      ($)(2)            ($)(3)           ($)(4)     Total($)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                           
Clarence L. Werner           2006  715,000  350,000       -       -               -                  -        32,621  1,097,621
Chairman (5)

Gregory L. Werner            2006  420,000  350,000       -       -               -                  -        37,093    807,093
President and
Chief Executive Officer (5)

Gary L. Werner               2006  355,000  230,000       -       -               -                  -        17,260    602,260
Vice Chairman

Daniel H. Cushman            2006  310,270  245,000       -       -               -                  -        26,863    582,133
Senior Executive Vice
President and Chief
Marketing Officer

John J. Steele               2006  210,000  80,000        -       -               -                  -        14,507    304,507
Executive Vice President,
Treasurer and Chief
Financial Officer


_______________
Footnotes:
(1) Annual awards made under the annual cash plan.
(2) No  stock, stock option, or non-equity incentive plan awards were made in
    2006.
(3) None of the  earnings on non-qualified deferred compensation balances are
    above-market or preferential earnings.
(4) See  "All Other Compensation" table below for detailed breakdown  of  all
    other compensation.
(5) On  February  8,  2007,  Mr. Clarence L. Werner  resigned  as  the  Chief
    Executive  Officer, and  the  Board  named  Gregory  L. Werner  the Chief
    Executive Officer.

                                      17


         ALL OTHER COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2006

     The  table  below presents "all other compensation" provided  in  fiscal
year  2006  to  the  named  executive officers.  All other  compensation,  as
defined by the SEC, is comprised of the following:




                                                        Registrant                                   Registrant
                                         Payments/   Contributions to                             Contributions to
                        Perquisites &   Accruals on       Defined      Insurance       Tax         Employee Stock
                        Other Personal  Termination    Contribution     Premiums  Reimbursements      Purchase
         Name            Benefits ($)    Plans ($)     Plans ($)(6)      ($)(7)       ($)(8)         Plan ($)(9)
------------------------------------------------------------------------------------------------------------------
                                                                                             
Clarence L. Werner (1)          20,801            -                 -          -          11,820                 -

Gregory L. Werner (2)           25,301            -                 -          -          11,792                 -

Gary L. Werner (3)              12,666            -                 -          -           4,594                 -

Daniel H. Cushman (4)           14,139            -             2,019      1,992           8,018               695

John J. Steele (5)               8,471            -             1,655          -           3,686               695


_______________
Footnotes:
(1) Perquisites  and personal benefits include $20,801 for use of two company
    cars.
(2) Perquisites and personal benefits include $20,801 for use of two  company
    cars and $4,500 for income tax preparation services.
(3) Perquisites and personal benefits include $10,166 for use of company  car
    and $2,500 for income tax preparation services.
(4) Perquisites and personal  benefits include  $8,471 for use of company car
    and $5,668 for Company-paid country-club membership.
(5) Perquisites and personal benefits include $8,471 for use of company car.
(6) Registrant contributions to company 401(k) plan.
(7) Insurance  premium  of  $1,992  represents  an  additional subsidy of Mr.
    Cushman's healthcare premiums.
(8) Tax  gross-ups  for company car  use for Messrs. C.L.  Werner, Gregory L.
    Werner, Gary L. Werner, and  John J. Steele.  Tax gross-up of $4,484  for
    company  car  use  and  $3,534 for  the IRS  value of personal use of the
    company aircraft for Mr. Cushman.
(9) 15%  company match  for employee  contributions  to  the  Employee  Stock
    Purchase Plan.

     The  Company's  contribution  to  the 401(k)  Plan  and  Employee  Stock
Purchase Plan on behalf of the named executive officers are on the same terms
as  provided  to  all  full-time U.S. employees.  In addition  to  the  above
compensation,  the  five  named  executive  officers  also  participated   in
voluntary  health and welfare benefit programs which are generally  available
and comparable to those provided to all full-time U.S. employees.

                                      18


               OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006

     The  table below presents the details of all outstanding awards held  by
the  five  named executive officers as of December 31, 2006.   There  are  no
outstanding  stock  awards for any executives (columns in  tables  have  been
excluded).




                                                            Option Awards
                    ---------------------------------------------------------------------------------------------
                                                           Equity Incentive
                                                             Plan Awards:
                        Number of          Number of          Number of
                       Securities         Securities          Securities
                       Underlying         Underlying          Underlying
                      Unexercised        Unexercised         Unexercised
                        Options             Options           Unearned        Option Exercise   Option Expiration
     Name           (#) Exercisable   (#) Unexercisable      Options (#)         Price ($)            Date
-----------------------------------------------------------------------------------------------------------------
                                                                                         
Clarence L. Werner          475,000                   -                   -              7.73           12-Jul-10
                            637,500             112,500                   -              9.77           29-Sep-11
                             25,000              75,000                   -             18.33           20-May-14
Gregory L. Werner            26,667                   -                   -              9.66           09-Dec-07
                             25,001                   -                   -              7.35           21-Dec-09
                            300,001                   -                   -              7.73           12-Jul-10
                            311,667              55,001                   -              9.77           29-Sep-11
                             25,000              75,000                   -             18.33           20-May-14
Gary L. Werner              201,668                   -                   -              7.73           12-Jul-10
                            233,750              41,250                   -              9.77           29-Sep-11
                             25,000              75,000                   -             18.33           20-May-14
Daniel H. Cushman             1,564                   -                   -              9.66           09-Dec-07
                              8,750                   -                   -              9.26           09-Apr-09
                              2,917                   -                   -              8.96           14-Apr-09
                             22,918                   -                   -              7.35           21-Dec-09
                             55,418                   -                   -              7.61           20-Sep-10
                             56,667              10,001                   -              9.77           29-Sep-11
                             25,000              75,000                   -             18.33           20-May-14
                                  -              35,000                   -             16.68           22-Oct-15
John J. Steele               18,750                   -                   -              9.66           09-Dec-07
                             33,334                   -                   -              7.35           21-Dec-09
                             10,625               1,875                   -              9.77           29-Sep-11
                              5,000              15,000                   -             18.33           20-May-14
                                  -              15,000                   -             16.68           22-Oct-15



            OPTION EXERCISES FOR THE YEAR ENDED DECEMBER 31, 2006

     The  table below presents the stock options exercised during 2006 by the
five  named executive officers.  The value realized on exercise reflects  the
total  pre-tax value realized by officers (stock price at exercise minus  the
option's  grant/exercise price).  There are no outstanding stock  awards  for
any executives.



                                     Option Awards
                     ---------------------------------------------
                         Number of Shares        Value Realized on
         Name        Acquired on Exercise (#)      Exercise ($)
------------------------------------------------------------------
                                                   
Clarence L. Werner                    100,000            1,328,520
Gregory L. Werner                     100,000            1,273,295
Gary L. Werner                         50,000              697,475
Daniel H. Cushman                           -                    -
John J. Steele                              -                    -



                                      19


NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR THE YEAR ENDED DECEMBER 31, 2006

     The Company offers a deferred compensation plan that was established  in
2005  for eligible key employees whose 401(k) plan contributions are  limited
due to IRS regulations affecting highly compensated employees.  Key terms  of
the plan:

     *  Eligible  employees can defer  compensation (base salary) on  a  pre-
        tax basis  within annual dollar limits established  by  the  Company.
        The current  annual  limit is established such that  a  participant's
        combined deferrals  in  both the non-qualified deferred  compensation
        plan and  the  401(k)  plan approximate the maximum  annual  deferral
        amount available to non-highly compensated employees  in  the  401(k)
        plan.
     *  Accounts  accrue  earnings  based  on  the  return  of  one  or  more
        investment  funds  made  available  in  the  non-qualified   deferred
        compensation plan;  the participant elects the  investment  funds  in
        which his or her deferred compensation account shall be deemed to  be
        invested.
     *  Payouts are  made after retirement  or termination of employment from
        the Company either as annual installments or as a lump sum as elected
        in each  participant's salary deferral agreement.   Participants  may
        also  make   elections   for   in-service   payouts   under   certain
        circumstances.
     *  The   plan  document   allows  the   Company  to   make  a   matching
        contribution to the participants' accounts, but, to date, the Company
        has chosen not to make matching contributions.

     The  table  below  presents  the following information  related  to  the
Company's Deferred Compensation Plan.
     *  Executive  contributions  during  2006: reflects voluntary  executive
        deferrals of base salary.  These deferrals are included in the Salary
        column of the Summary Compensation Table.
     *  Company contributions during 2006: none
     *  Aggregate  earnings  during  2006: reflects the earnings (losses)  on
        account  balances.   None  of  the  earnings  are   above-market   or
        preferential earnings  and,  thus, are  not  listed  in  the  Summary
        Compensation Table.
     *  Aggregate withdrawals/distributions: none
     *  Aggregate  balance  as  of December 31, 2006: total market  value  of
        the deferred  compensation account, including executive contributions
        and any earnings to date




                         Executive         Registrant                               Aggregate          Aggregate
                     Contributions in   Contributions in   Aggregate Earnings     Withdrawals/        Balance at
   Name                   2006 ($)          2006 ($)           in 2006 ($)      Distributions ($)   End of 2006 ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                              
Clarence L. Werner                  -                  -                    -                   -                 -
Gregory L. Werner              10,000                  -                2,217                   -            21,356
Gary L. Werner                 10,000                  -                1,074                   -            11,074
Daniel H. Cushman              10,000                  -                1,980                   -            21,226
John J. Steele                 10,000                  -                2,196                   -            21,367



                                      20


                        COMPENSATION COMMITTEE REPORT

     The following report is not deemed to be "soliciting material" or to  be
"filed"  with  the SEC or subject to Regulation 14A, other than  as  provided
below, or to the liabilities of Section 18 of the Securities Exchange Act  of
1934, and the report shall not be deemed to be incorporated by reference into
any  prior  or subsequent filing by the Company under the Securities  Act  of
1933  or the Securities Exchange Act of 1934 except to the extent the Company
specifically  requests that such information be incorporated by reference  or
treated as soliciting material.

     In  conjunction with the preparation of the Company's Annual  Report  on
Form  10-K for the year ended December 31, 2006 and this Proxy Statement  for
the  Annual  Meeting of Stockholders to be held May 8, 2007, the Compensation
Committee  has  reviewed  and  discussed  with  management  the  accompanying
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-
K and found on pages 9-13.

     Based   on  the  foregoing  review  and  discussions,  the  Compensation
Committee  recommended  to  the  Board of  Directors  that  the  Compensation
Discussion  and Analysis be included in this Proxy Statement on Schedule  14A
and  incorporated by reference into the Annual Report on Form  10-K  for  the
year ended December 31, 2006.

                                   Patrick J. Jung, Committee Chairman
                                   Gerald H. Timmerman
                                   Kenneth M. Bird

                                      21


                        REPORT OF THE AUDIT COMMITTEE

     The following report is not deemed to be "soliciting material" or to  be
"filed"  with  the SEC or subject to Regulation 14A, other than  as  provided
below, or to the liabilities of Section 18 of the Securities Exchange Act  of
1934, and the report shall not be deemed to be incorporated by reference into
any  prior  or subsequent filing by the Company under the Securities  Act  of
1933  or the Securities Exchange Act of 1934 except to the extent the Company
specifically  requests that such information be incorporated by reference  or
treated as soliciting material.

     The  Audit  Committee of the Board of Directors is comprised of  Messrs.
Jung,  Timmerman, Steinbach, Bird, and Sather.  Mr. Jung is chairman  of  the
Audit Committee.  All of the Committee members qualify as independent members
of  the Audit Committee under the National Association of Securities Dealers'
listing  standards.  The primary purpose of the Audit Committee is to  assist
the  Board  of Directors in its general oversight of the Company's  financial
reporting  process.   The Audit Committee conducted its oversight  activities
for  the  Company in accordance with the duties and responsibilities outlined
in the Audit Committee charter.

     The   Company's   management  is  responsible   for   the   preparation,
consistency,  integrity, and fair presentation of the  financial  statements,
accounting  and  financial  reporting principles,  systems  of  internal  and
disclosure  controls,  and  procedures designed  to  ensure  compliance  with
accounting  standards,  applicable  laws,  and  regulations.   The  Company's
independent auditors, KPMG LLP, are responsible for performing an independent
audit of the financial statements and expressing an opinion on the conformity
of  those  financial statements with accounting principles generally accepted
in the United States of America.

     In  conjunction  with  the  preparation of the  Company's  2006  audited
financial  statements, the Audit Committee met with both management  and  the
Company's  outside  auditors to review and discuss the  financial  statements
included  in the Company's Annual Report on Form 10-K prior to their issuance
and  to discuss significant accounting issues.  Management advised the  Audit
Committee  that  the  financial statements were prepared in  accordance  with
accounting principles generally accepted in the United States of America, and
the  Audit  Committee discussed the statements with both management  and  the
outside auditors.  The Audit Committee's review included discussion with  the
outside auditors of matters required to be discussed pursuant to Statement on
Auditing  Standards No. 61 (Communication With Audit Committees), as amended,
as adopted by the Public Company Accounting Oversight Board.

     With  respect  to  the Company's outside auditors, the Audit  Committee,
among  other  things,  discussed  with  KPMG  LLP  matters  relating  to  its
independence,  including written disclosures made to the Audit  Committee  as
required  by  the  Independence Standards Board Standard No. 1  (Independence
Discussions with Audit Committees).

     Based  on the foregoing review and discussions, the Audit Committee  has
recommended  to the Board of Directors that the audited financial  statements
be  included in the Company's Annual Report on Form 10-K for the fiscal  year
ended  December  31,  2006,  for  filing with  the  Securities  and  Exchange
Commission.

                                   Patrick J. Jung, Committee Chairman
                                   Gerald H. Timmerman
                                   Michael L. Steinbach
                                   Kenneth M. Bird
                                   Duane K. Sather

                                      22


                       INDEPENDENT PUBLIC ACCOUNTANTS

     The  firm  of  KPMG LLP is the independent registered public  accounting
firm  of  the  Company.  The following table presents fees  for  professional
audit  services  rendered by KPMG LLP for the audit of the  Company's  annual
financial  statements and internal control over financial reporting  for  the
years  ended December 31, 2006 and 2005, and fees for other services rendered
by KPMG LLP during those periods.




                                         2006         2005
                                         ----         ----
                                              
      Audit Fees                       $434,379     $398,668
      Audit-Related Fees                  7,000        6,500
      Tax Fees                                0            0
      All Other Fees                          0            0
                                       --------     --------
      Total                            $441,379     $405,168
                                       ========     ========



     Audit  fees  relate to services rendered for the audit of the  Company's
annual financial statements and internal control over financial reporting and
for  the  review of financial statements included in the Company's  Quarterly
Reports on Form 10-Q filed with the SEC.  Audit-related fees include fees for
benefit  plan  audits.  Tax fees are defined as fees for tax compliance,  tax
advice and tax planning.

     The  Audit Committee has reviewed the services provided related  to  the
audit-related  fees billed by KPMG LLP and believes that these  services  are
compatible with maintaining KPMG LLP's independence with regard to the  audit
of  the  Company's  financial statements. It is anticipated  that  the  Audit
Committee,  at  its  next scheduled meeting, will approve  KPMG  LLP  as  the
independent  registered public accounting firm for the Company for  the  year
ending December 31, 2007.  Representatives of KPMG LLP will be present at the
Annual  Meeting of Stockholders, will have an opportunity to make a statement
if  they so desire, and will be available to respond to appropriate questions
from stockholders.

  POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF
                       INDEPENDENT PUBLIC ACCOUNTANTS

     The  Audit  Committee's policy is to pre-approve all audit and non-audit
services provided by the independent public accountants.  Prior to engagement
of  the  independent public accountants for the next year's audit, management
will  submit to the Audit Committee for approval a list of all audit and non-
audit services expected to be rendered during that year and the budgeted fees
for  those  services.   The Audit Committee pre-approves  these  services  by
category   of  service  (audit,  audit-related,  tax  and  other)  prior   to
commencement  of  the engagement.  If circumstances arise  where  it  becomes
necessary  to  engage  the  independent  public  accountants  for  additional
services  not contemplated in the original pre-approval, the Audit  Committee
will  approve  those  additional  services  prior  to  commencement  of   the
engagement.  The Audit Committee may delegate pre-approval authority  to  the
Chair  of the Audit Committee, provided that the Chair reports any such  pre-
approval decisions to the Audit Committee at its next scheduled meeting.  The
independent public accountants and management periodically report to the full
Audit  Committee regarding the extent of services provided by the independent
public accountants in accordance with this pre-approval, and the fees for the
services performed to date.  None of the fees paid to the independent  public
accountants during 2006 and 2005 under the categories Audit-Related, Tax  and
All  Other  fees  described above were approved by the Audit Committee  after
services  were  rendered pursuant to the de minimus exception established  by
the SEC.

             PROPOSAL TO ADOPT AMENDED AND RESTATED EQUITY PLAN

     The  Company  believes that equity compensation aligns the interests  of
management and employees with the interests of its stockholders.  The Company
currently  provides  for  the grant of stock options and  stock  appreciation

                                      23


rights  under  the  Werner Enterprises, Inc. Stock Option  Plan.  This  stock
option  plan  was initially adopted by stockholders on June 9,  1987  at  the
annual meeting. Since then, the plan was amended and restated in 1988,  1994,
2000  and  2004.  The current aggregate number of shares that may be  granted
pursuant to the exercise of stock options and stock appreciation rights under
the  plan  is  20,000,000 shares.  As of December 31, 2006, 8,890,551  shares
remained available for issuance under this stock option plan.   Stock options
for  a total of 5,000 shares were granted to employees in 2006, and none have
been granted to date in 2007.

     The  Board has approved and adopted an amended and restated option  plan
and renamed the amended plan the "Werner Enterprises, Inc. Equity Plan"  (the
"Equity  Plan"),  pursuant to which it will, if the plan is approved  by  the
stockholders, be able to grant shares of restricted stock and grant awards of
stock  options  and stock appreciation rights to non-employee directors.  The
amended  and restated Equity Plan is being proposed for stockholder  approval
so  that  the Company can continue to grant equity compensation to  employees
and  non-employee  directors under the terms of the  amended  plan.   If  the
proposed  plan amendments are not approved by stockholders, the current  plan
will  continue in its current form. A copy of the amended and restated Equity
Plan is attached as Appendix A to this Proxy statement.

     The  following  general description of material features of  the  Equity
Plan  is  qualified  in its entirety by reference to the  provisions  of  the
amended and restated Equity Plan set forth in Appendix A.

Changes From Current Option Plan

     Generally, with the exceptions noted immediately below, the Equity  Plan
contains  the same features, terms and conditions as the current  version  of
the plan.  The material changes made to the Equity Plan are as follows:

     *    The Equity Plan will permit grants of restricted stock.  All shares
          of  restricted stock must, at a minimum, be restricted for at least
          one year from the date the restricted stock award is granted.

     *    The  Equity Plan will  permit non-employee directors to be eligible
          to  receive  awards  under  the  Plan.   Accordingly,  non-employee
          directors  will  be  eligible  to  receive grants of stock options,
          restricted stock and stock appreciation rights (SARs).

     *    The  Company modified the  definition of "Committee" such that, for
          awards  granted to certain officers, the Committee will be composed
          of  at  least  two  independent  directors  who qualify as "outside
          directors"   as  defined  in   Section  162(m)  of   the  Code  and
          "non-employee  directors" as  defined by  SEC Rule  16b-3 and, such
          that a separate Committee  composed of two or  more directors  (who
          need  not  be  independent) or a senior executive  officer  can  be
          delegated  the authority to grant certain awards under  the  Equity
          Plan,   provided  that  any  such  delegation  is   within   limits
          specifically prescribed by the Board.

     *    The  Company modified the  definition of "Fair Market Value", which
          is  used in establishing  the exercise  price of a  stock option or
          SAR,  to be the closing  trading price  on the date  of grant of an
          option  or SAR.  The prior definition was the closing price on  the
          day prior to the date of grant of an option or SAR.

     *    The  Company added certain features to the Equity Plan such that if
          a participant's employment is constructively or actually terminated
          within  a two-year period  following a  "Change in  Control",  that
          participant's  awards  under  the  Equity  Plan  will  become fully
          exercisable, in the case of stock options or SARs, or fully vested,
          in  the case  of restricted  stock.  The  Equity Plan also provides
          more  flexibility with dealing  with outstanding awards following a
          Change  in Control or  in connection  with certain corporate events
          which  do not  constitute a  Change in  Control.  Under  the Equity
          Plan,  a Change in Control  will generally  occur if 50% or more of
          the  common stock becomes owned by  a person other than a member of
          the Werner family, there is a non-approved, majority change in  the
          composition  of the  board of  directors, the  Company  undergoes a
          merger  or consolidation  in which the  majority of the stockholder
          ownership changes, the stockholders  approve a plan of  liquidation
          or  dissolution, or there is a sale  of all or substantially all of
          the Company's assets.

                                      24


     *    If approved by the Committee or its delegate, awards granted  under
          the  Equity  Plan  may  be transferred  to certain  family members,
          grantor trusts and certain other persons if such transfer is  other
          than for consideration.

     *    The  Company expanded  its ability  under the  Equity Plan to allow
          payment  of  the  stock  option  exercise  price  through  cashless
          exercise    procedures,   so-called   "stock-for-stock"    exercise
          procedures  or any other method permissible under current  law  for
          exercising stock options.

General

     The  Equity  Plan  provides  for grants of nonqualified  stock  options,
restricted  stock and stock appreciation rights. The objectives of  the  Plan
are  to advance the Company's interests and the interests of its stockholders
by  attracting,  motivating and retaining those individuals whose  skill  and
initiative enhance the Company's continued success, growth and profitability.

Eligibility and Limits on Awards

     Any  employee is currently eligible to receive awards under  the  Equity
Plan.   If  the  proposed amendments to the Equity Plan are approved  by  the
stockholders, non-employee directors will be able to receive awards under the
Plan  as  well.  No determination has been made as to which of the  Company's
employees  or  non-employee directors will receive grants  under  the  Equity
Plan, and, therefore the benefits to be allocated to any individual or to any
group of employees are not presently determinable.  Since all members of  the
board of directors would be eligible to receive grants under the Equity Plan,
each  member  of  the Board has a personal interest in the  approval  of  the
Equity Plan.

     The  Equity Plan places limits on the maximum amount of awards that  may
be  granted to any person during the duration of the Equity Plan.  Under  the
Equity   Plan,  no  person  may  receive  awards  of  stock  options,   stock
appreciation  rights or restricted stock, that cover in  the  aggregate  more
than 2,562,500 shares during the Equity Plan's duration.

Administration

     The  Equity  Plan  is  administered by the Board  of  Directors  or  the
Compensation Committee. The Board or Compensation Committee will  select  the
employees and non-employee directors to whom awards will be granted and  will
set  the  terms  of such awards.  As amended, the Equity Plan  provides  that
Board or Compensation Committee may delegate its authority under the plan  to
a select group of directors (which may include officers of the Company) or to
a  senior executive officer, subject to guidelines prescribed by the Board or
Compensation  Committee,  but only with respect  to  employees  who  are  not
subject  to Section 16 of the Exchange Act or Section 162(m) of the  Internal
Revenue Code.

Shares Reserved for Awards

     The Plan provides for up to 20,000,000 shares of common stock to be used
for  awards.  At  December  31, 2006, 8,890,551  shares  were  available  for
granting additional options, which represents approximately 12% of the shares
outstanding as of March 19, 2007.  The shares may be treasury, or  authorized
but  unissued, shares of common stock and to the extent any award  under  the
Equity  Plan terminates, expires or is forfeited, the shares subject to  such
award  will again be available for distribution under the Equity Plan.  If  a
stock  option award is exercised, any shares used for full or partial payment
of the purchase price of shares with respect to which option is exercised and
any  shares  retained  by  the  Company for tax  withholding  will  again  be
available  for  distribution under the Equity Plan.  If a stock  appreciation
right  award is exercised, only the number of shares issued, if any, will  be
considered  delivered for the purpose of determining availability  of  shares
for delivery under the Equity Plan.

                                      25


     The  number of shares authorized for awards is subject to adjustment for
changes in capitalization, reorganizations, mergers, stock splits, and  other
corporate  transactions as the Board or the Compensation Committee determines
to  require an equitable adjustment.  The Equity Plan will remain  in  effect
until  all the shares available have been used to pay awards, subject to  the
right of the Board to amend or terminate the Equity Plan at any time.

General Terms of Awards

     The Board or the Compensation Committee will select the participants and
set  the term of each award, which may not be more than ten years.  The Board
or  the  Compensation Committee has the power to determine the terms  of  the
awards  granted,  including the number of shares subject to each  award,  the
form  of  consideration payable upon exercise, and all  other  matters.   The
exercise price of an option and the grant price of a stock appreciation right
must be at least the fair market value of a share as of the grant date.

     The  Board  or  the  Compensation Committee will also  set  the  vesting
conditions  of the award, except that vesting will be accelerated if,  within
two  years  after  a  change  of  control, the  Company  (or  its  successor)
terminates  the  participant's  employment other  than  for  "cause"  or  the
participant  terminates employment for a "good reason" (as the terms  "cause"
and "good reason" are defined in the Equity Plan).

     Awards  granted under the Equity Plan are not generally transferable  by
the participant except in the event of the participant's death as required by
law  or  if  authorized by the Committee or its delegate, as provided  in  an
award  agreement. Other terms and conditions of each award will be set  forth
in award agreements, which can be amended by the Board or the Committee.

     The number and type of awards that will be granted under the Equity Plan
presently  is  not determinable as the Board or Compensation  Committee  will
make these determinations in the future in its sole discretion.

Restricted Stock

     Shares  of  Restricted Stock may be awarded under the Equity Plan.   The
restricted  stock will vest and become transferable upon the satisfaction  of
conditions  set  forth  in the respective restricted stock  award  agreement.
Restricted  stock awards may be forfeited if, for example, the  participant's
employment terminates before the award vests.

Stock Options

     The  Equity  Plan  will permit the granting to eligible participants  of
nonqualified  stock  options,  which do  not  qualify  for  any  special  tax
treatment under the Internal Revenue Code.  The exercise price for any  stock
option  will not be less than the fair market value of a Common Share on  the
date  of  grant.  No stock option may be exercised more than ten years  after
its date of grant.

Stock Appreciation Rights

     Stock  Appreciation Rights ("SARs") may be granted in  combination  with
underlying  stock options.  SARs entitle the holder upon exercise to  receive
an  amount in shares equal in value to the excess of the fair market value of
the  shares covered by such right over the grant price.  The grant price  for
SARs  will  not be less than the fair market value of a common share  on  the
SARs'  date  of grant.  The payment upon a SAR exercise shall  be  solely  in
whole shares of equivalent value.  Fractional shares will be rounded down  to
the nearest whole share with no cash consideration paid.

Change in Control Provisions

     The  Equity Plan provides that, if, within the two-year period beginning
on  the  date  of  a  Change in Control (as defined in the Equity  Plan),  an
employee resigns for "good reason" or is terminated by the Company other than

                                      26


for  "cause",   (as the terms "good reason" and "cause" are  defined  in  the
Equity  Plan), then all stock options and SARs will become fully  vested  and
immediately  exercisable,  and  the restrictions  applicable  to  outstanding
shares  of restricted stock will lapse. The Board or Committee may also  make
certain  adjustments and substitutions in connection with a Change in Control
or  similar  transactions or events as described in Section 13 of the  Equity
Plan.

Federal Income Tax Consequences

     Based  on  current  provisions  of the Internal  Revenue  Code  and  the
existing  regulations  thereunder, the anticipated U.S.  federal  income  tax
consequences  of  grants under the Equity Plan are as described  below.   The
following  discussion  is  not  intended  to  be  a  complete  discussion  of
applicable law and is based on the U.S. federal income tax laws as in  effect
on  the  date  hereof.  State tax consequences may in some cases differ  from
those described below.

Stock Options

     A  participant receiving a nonqualified stock option does not  recognize
taxable income on the date of grant of the nonqualified option, provided that
the  nonqualified  option does not have a readily ascertainable  fair  market
value  at the time it is granted.  In general, the participant must recognize
ordinary  income at the time of exercise of the nonqualified  option  in  the
amount  of the difference between the fair market value of the shares on  the
date  of exercise and the option price.  The ordinary income recognized  will
constitute compensation for which tax withholding generally will be required.
The  amount of ordinary income recognized by a participant will be deductible
by  the Company in the year that the participant recognizes the income if the
Company complies with the applicable withholding requirements.

     Shares  acquired upon the exercise of a nonqualified stock  option  will
have  a  tax basis equal to their fair market value on the exercise  date  or
other  relevant date on which ordinary income is recognized, and the  holding
period  for the shares generally will begin on the date of exercise  or  such
other  relevant  date.   Upon  subsequent  disposition  of  the  shares,  the
participant  will recognize long-term capital gain or loss if the participant
has  held  the shares for more than one year prior to disposition, or  short-
term capital gain or loss if the participant has held the shares for one year
or less.

     If  a  participant pays the exercise price, in whole or  in  part,  with
previously acquired shares, the participant will recognize ordinary income in
the  amount by which the fair market value of the shares received exceeds the
exercise  price.   The  participant will not  recognize  gain  or  loss  upon
delivering the previously acquired shares to the Company.  Shares received by
a  participant,  equal in number to the previously acquired shares  exchanged
therefor,  will have the same basis and holding period for long-term  capital
gain  purposes  as  the  previously acquired shares.  Shares  received  by  a
participant  in excess of the number of such previously acquired shares  will
have  a basis equal to the fair market value of the additional shares  as  of
the  date  ordinary  income  is  recognized.   The  holding  period  for  the
additional  shares  will commence as of the date of exercise  or  such  other
relevant date.

Restricted Stock

     The  recognition of income from an award of restricted stock for federal
income  tax  purposes  depends on the restrictions  imposed  on  the  shares.
Generally, taxation will be deferred until the first taxable year the  shares
are  no  longer subject to substantial risk of forfeiture.  At the  time  the
restrictions lapse, the grantee will recognize ordinary income equal  to  the
then fair market value of the shares. Generally, the Company will be entitled
to deduct the fair market value of the shares transferred to the grantee as a
business expense in the year the grantee includes the compensation in income.

Stock Appreciation Rights

     To  the  extent that the requirements of the Internal Revenue  Code  are
met,  there  are no immediate tax consequences to a grantee  when  a  SAR  is
granted.   When  a  grantee exercises the right to the appreciation  in  fair

                                      27


market  value  of shares represented by a SAR, payments made  in  shares  are
normally  includable  in the grantee's gross income for  regular  income  tax
purposes.   The  Company will be entitled to deduct  the  same  amount  as  a
business  expense in the same year.  The includable amount and  corresponding
deduction each equal the fair market value of the shares payable on the  date
of exercise.

Deductibility of Awards

     Section  162(m) of the Internal Revenue Code places a $1 million  annual
limit  on  the  compensation deductible by the Company or  a  majority  owned
subsidiary paid to certain of its executives.  The limit, however,  does  not
apply  to  "qualified performance-based compensation."  The Company  believes
that  awards  of  stock options, SARs, and restricted stock qualify  for  the
performance-based compensation exception to the deductibility limit.

Amendment and Termination

     The  Board may amend the Equity Plan at any time, provided that no  such
amendment  will  be  made without stockholder approval if  such  approval  is
required under applicable law, regulation, or stock exchange rule, or if such
amendment would: (i) decrease the grant or exercise price of any stock option
or  SAR  to  less  than  fair market value on the date of  grant  (except  as
discussed above under "Shares Reserved for Awards"), (ii) increase the number
of  shares that may be distributed under the Equity Plan or adversely  affect
in  any material way any Award previously granted under the Plan, without the
written consent of the participant of such Award.

Equity Compensation Plan Information

     The  following  table summarizes, as of December 31,  2006,  information
about  compensation plans under which equity securities of  the  Company  are
authorized for issuance:



                                                                          Number of Securities
                                                                         Remaining Available for
                                                                          Future Issuance under
                        Number of Securities to    Weighted-Average        Equity Compensation
                        be Issued upon Exercise    Exercise Price of        Plans (Excluding
                        of Outstanding Options,   Outstanding Options,   Securities Reflected in
                          Warrants and Rights     Warrants and Rights           Column (a))
  Plan Category                   (a)                      (b)                     (c)
  -------------         -----------------------   --------------------   -----------------------
                                                                        
  Equity compensation
    plans approved by
    security holders            4,565,004                 $11.03                 8,890,551



     The  Company does not have any equity compensation plans that  were  not
approved by security holders.

Voting Procedures

     Assuming the presence of a quorum, to be adopted, the proposal to  amend
and restate the Equity Plan requires the affirmative vote of the stockholders
representing a majority of the outstanding shares of the Common Stock of  the
Company  present in person or represented by proxy at the 2007 Annual Meeting
of  Stockholders.  If an executed proxy is returned and the  stockholder  has
abstained from voting on this proposal, the shares represented by such  proxy
will  be  considered  present at the meeting for purposes  of  determining  a
quorum  and  for purposes of calculating the vote, but will not be considered
to have been voted in favor of the proposal.  Accordingly, an abstention from
voting  on  this  proposal will have the same effect as a  vote  against  the
proposal.   If  an executed proxy is returned by a broker holding  shares  in
street  name  which  indicates that the broker does  not  have  discretionary
authority as to certain shares to vote on this proposal, such shares will  be
considered  present at the meeting for purposes of determining a quorum,  but
will  not  be  considered to be represented at the meeting  for  purposes  of
calculating  the  vote with respect to this proposal.  This means  that  such
broker  non-vote  would  reduce  the number of  affirmative  votes  that  are
necessary to approve the proposal.

                                      28


      THE  BOARD  OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS  VOTE
"FOR"  THE PROPOSAL TO APPROVE THE AMENDED AND RESTATED EQUITY PLAN.  PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE EQUITY PLAN  UNLESS
STOCKHOLDERS SPECIFY A CONTRARY VOTE.

PROPOSAL REGARDING AMENDMENT TO ARTICLE III OF THE ARTICLES OF INCORPORATION

     On  February  8,  2007, the Board of Directors authorized  a  resolution
approving,  and recommending that the stockholders consider and  approve,  an
amendment  to  Article  III of the Company's Articles of  Incorporation  with
regard  to  the  Company's  purpose  and  conduct  of  business.   The  Board
recommends that the current Article III with regard to the Company's  purpose
and  conduct  of  business  be amended and restated  in  its  entirety.   The
Company's current Article III lists numerous specific purposes for which  the
corporation  is  organized  (including detailed descriptions  of  the  common
carrier  business),  which are overly complex and lacking  in  clarity.   The
general  effect of the amendment will be to simplify and clarify the  purpose
of  the  corporation  and the business activities in which  the  Company  may
engage  by providing that the Company may conduct any and all lawful business
permitted  by the Nebraska Business Corporation Act.  The Board of  Directors
believes that it is in the best interests of the Company and its stockholders
to adopt the proposed amendment.

     Article III of the Articles, as amended, would read as set forth below:

          "The  purpose  for which this corporation is organized  is  to
     conduct any and all lawful business for which corporations  may  be
     organized under the Nebraska Business Corporation Act".

     Assuming the presence of a quorum, to be adopted, the proposed amendment
to Article III of the Articles of Incorporation requires the affirmative vote
of  the stockholders representing a majority of the outstanding shares of the
Common Stock of the Company present in person or represented by proxy at  the
2007  Annual  Meeting of Stockholders.  If an executed proxy is returned  and
the  stockholder  has  abstained from voting on  this  proposal,  the  shares
represented  by  such proxy will be considered present  at  the  meeting  for
purposes  of determining a quorum and for purposes of calculating  the  vote,
but  will  not  be  considered to have been voted in favor of  the  proposal.
Accordingly,  an abstention from voting on this proposal will have  the  same
effect as a vote against the proposal.  If an executed proxy is returned by a
broker holding shares in street name which indicates that the broker does not
have  discretionary authority as to certain shares to vote on this  proposal,
such  shares  will  be  considered present at the  meeting  for  purposes  of
determining  a  quorum, but will not be considered to be represented  at  the
meeting  for purposes of calculating the vote with respect to this  proposal.
This  means  that such broker non-vote would reduce the number of affirmative
votes that are necessary to approve this proposal.

     If  the proposed amendment to Article III of the Articles is approved by
the  stockholders at the 2007 Annual Meeting of Stockholders,  the  amendment
will become effective upon the filing of a Certificate of Revised and Amended
Articles  with  the  Secretary of State of the State of  Nebraska,  which  is
expected to be accomplished as promptly as practicable after such approval is
obtained.

     THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS  VOTE  "FOR"  THE
PROPOSED AMENDMENT TO ARTICLE III OF THE ARTICLES OF INCORPORATION.   PROXIES
SOLICITED  BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE PROPOSED AMENDMENT
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

    PROPOSALS REGARDING AMENDMENTS OF ARTICLES OF INCORPORATION REGARDING
                 INDEMNIFICATION AND LIMITATION OF LIABILITY

     The  proposed  amendments  to  Article VIII  described  below  regarding
expanded  indemnification  and  limitation  of  liability  of  officers   and
directors reflect a concern with (1) the extent of stockholder litigation  in

                                      29


recent  years, (2) the increased difficulty and other complications  relating
to  obtaining adequate directors' and officers' liability insurance, and  (3)
the  increased  vulnerability of directors and officers to potentially  large
claims  for monetary damages, which may discourage them from fully and freely
carrying out their duties, including responsible entrepreneurial risk-taking.
The  Board  of  Directors believes that these provisions of the  Articles  of
Incorporation  should be revised and updated to reflect developments  in  the
law  so  as  to  attract  and  retain qualified directors  and  officers  and
encourage them to fully and freely fulfill their duties.

PROPOSAL REGARDING AMENDMENT TO ARTICLE VIII OF THE ARTICLES OF INCORPORATION

     On  February  8,  2007, the Board of Directors authorized  a  resolution
recommending  that  the  stockholders consider and approve  an  amendment  to
Article  VIII  of  the Company's Articles with regard to the  indemnification
provisions.   The  Board  recommends that  the  current  Article  VIII  which
provides  for  mandatory  indemnification  to  Company  directors,  officers,
employees  or  other agents be amended.  Indemnification is the  practice  by
which  a  corporation holds harmless from liability and pays the expenses  of
directors  and officers who are named as defendants or otherwise involved  in
litigation  relating to their activities on behalf of the  corporation.   The
Nebraska  Business Corporation Act authorizes Nebraska corporations  such  as
the  Company  to  indemnify  directors and  officers  against  liability  and
expenses, subject to certain limitations prescribed by law.

     The current form of indemnification protection found in Article VIII has
been  in  the Company's Articles of Incorporation since 1986.  In  1995,  the
Nebraska   Business   Corporation   Act,   including   its   provisions    on
indemnification,  was  substantially  amended.   A  primary  purpose  of  the
proposed amendment is to update Article VIII to reflect current provisions of
the Nebraska Business Corporation Act.

     There  are  two material revisions to the indemnification provisions  in
the  amended  language  of  Article VIII:  (i) the deletion  of  coverage  of
employees or agents from the mandatory indemnification provisions of  Article
VIII,  and (ii) a revision of the limitations on indemnification of directors
and officers to be covered under Article VIII.

     The  indemnification language of Article VIII, both as currently  stated
and  as  proposed  to  be amended, provides for mandatory indemnification  of
covered  persons.  The Nebraska Business Corporation Act expressly authorizes
such provisions with respect to directors and officers of a corporation,  but
is  silent  with  respect  to employees and agents.   For  this  reason,  the
reference to employees and agents in the mandatory indemnification provisions
of  Article  VIII has been deleted.  The Company believes that the  issue  of
indemnification of employees and agents of the corporation is better left  to
the   Board  of  Directors  of  the  corporation,  which  may  address   such
requirements in either the Company's Bylaws, or by separate Board resolutions
from  time  to  time.   Currently  there  are  no  mandatory  indemnification
provisions  in  the  Company's Bylaws or resolutions  covering  employees  or
agents,  and the impact of the amendment to Article VIII would be  to  delete
the  requirement of mandatory indemnification by the Company with respect  to
employees  and  agents  who  meet  the appropriate  standard.   However,  the
Company's   Board  of  Directors  could  in  its  discretion   provide   such
indemnification protection to employees and agents to the extent permitted by
law.

     The  second  material  revision in the proposed Article  VIII  amendment
language  is  a  change  in the limitations on the  right  of  directors  and
officers to receive the protection of mandatory indemnification.  The current
Article  VIII  requires that the covered person act in good faith  and  in  a
manner  reasonably believed to be in or not opposed to the best interests  of
the  corporation and, with respect to any criminal action or proceeding,  not
have any reasonable cause to believe his conduct was unlawful.  The mandatory
indemnification  standard in the proposed Article VIII provides  coverage  to
directors  and  officers for all liabilities and expenses,  except  for  four
delineated  categories.   This expanded coverage for indemnification  follows
the   express   language  permitted  to  be  included  in  the  articles   of
incorporation   of   Nebraska  corporations  under  the   Nebraska   Business
Corporation   Act,  as  amended  in  1995.   The  exceptions   to   mandatory
indemnification  provide  protection to the Company  against  indemnification

                                      30


which is not warranted consistent with the Nebraska Business Corporation Act.
The  protection of mandatory indemnification would not be provided  when  the
covered  person:  (i)  received a financial  benefit  to  which  he  was  not
entitled,   (ii)  intentionally  inflicted  harm  on  the  Company   or   its
shareholders,  (iii) intentionally violated criminal law, or (iv) in the case
of a  current or former director,  violated Section  21-2096 of  the Nebraska
Revised  Statute,  which  provides  for  personal liability for directors who
approve unlawful distributions (including dividends) from the corporation.

     The  Company  believes  that the proposed amendment  to  Article  VIII's
indemnification  provisions  is  consistent with  current  provision  of  the
Nebraska  Business Corporation Act and provides more clarity with respect  to
the coverage to be provided to directors and officers of the corporation.

     Although  there is currently no litigation pending, or, to the Company's
knowledge, threatened, that will trigger either the existing or the  proposed
indemnification provision, incumbent directors may be deemed to have a direct
and  personal  interest  in  approval of the proposed  amendment  because  of
possible  litigation  in  the future.  The Company maintains  directors'  and
officers' liability insurance, which may offset part of the cost involved  in
any  indemnification  claim.  To the extent obligations  under  the  proposed
indemnity provisions exceed any proceeds of insurance (or if such coverage is
discontinued  or  not available), any indemnification payments  made  by  the
Company could have an adverse effect upon its earnings and assets. The  Board
of Directors believes that it is in the best interests of the Company and its
stockholders to adopt the proposed amendment.

     Article VIII of the Articles, as amended, would read as set forth below:

          "To the fullest extent permitted by law, the corporation shall
     indemnify any person who was or is a party or is threatened  to  be
     made  a party to any threatened, pending, or completed action, suit
     or    proceeding,    whether   civil,   criminal,   administrative,
     arbitrative,   or  investigative,  whether  formal   or   informal,
     including, to the extent permitted by law, an action by or  in  the
     right of the corporation, by reason of the fact that he is or was a
     director or officer of the corporation, or is or was serving at the
     request  of the corporation as a director, officer, partner, member
     of  a  limited  liability  company,  trustee, employee, or agent of
     another  domestic  or  foreign  corporation,  partnership,  limited
     liability company, joint venture, trust, employee benefit plan,  or
     other  entity,  against  any  obligation   to  pay  any   judgment,
     settlement, penalty, or fine (including an excise tax assessed with
     respect  to  an employee benefit plan) and expenses,  actually  and
     reasonably incurred by him in connection with such action, suit, or
     proceeding, except liability for (i) receipt of a financial benefit
     to which he is not entitled, (ii) an intentional infliction of harm
     on the  corporation or its  shareholders, (iii)  in the  case of  a
     current or former director, a violation of Nebraska Revised Statute
     21-2096, or (iv) an intentional violation of criminal law.

          To the extent permitted by law, the corporation shall have the
     power  to  purchase and maintain insurance on behalf of any  person
     who  is  or  was  a director, officer, employee, or  agent  of  the
     corporation against any liability asserted against him and incurred
     by  him  in  such  capacity  or  arising out of his status as such,
     whether  or  not the corporation  would have the power to indemnify
     him  against such liability.

          The  indemnity provided for by this Article VIII shall not  be
     deemed  to  be  exclusive  of  any  other  rights  to  which  those
     indemnified may be otherwise entitled, nor shall the provisions  of
     this  Article  VIII  be  deemed to prohibit  the  corporation  from
     extending  its indemnification to cover other persons or activities
     to the extent permitted by law or pursuant to any provisions in the
     By-Laws,  by  a resolution of the directors or shareholders,  or  a
     contract."

     Assuming the presence of a quorum, to be adopted, the proposed amendment
to  Article  VIII  of the Articles of Incorporation requires the  affirmative
vote of the stockholders representing a majority of the outstanding shares of
the Common Stock of the Company present in person or represented by proxy  at
the  2007  Annual Meeting of Stockholders.  If an executed proxy is  returned
and  the  stockholder has abstained from voting on this proposal, the  shares
represented  by  such proxy will be considered present  at  the  meeting  for
purposes  of determining a quorum and for purposes of calculating  the  vote,
but  will  not  be  considered to have been voted in favor of  the  proposal.
Accordingly,  an abstention from voting on this proposal will have  the  same
effect as a vote against the proposal.  If an executed proxy is returned by a

                                      31


broker holding shares in street name which indicates that the broker does not
have  discretionary authority as to certain shares to vote on this  proposal,
such  shares  will  be  considered present at the  meeting  for  purposes  of
determining  a  quorum, but will not be considered to be represented  at  the
meeting  for purposes of calculating the vote with respect to this  proposal.
This  means  that such broker non-vote would reduce the number of affirmative
votes that are necessary to approve the proposal.

     If the proposed amendment to Article VIII of the Articles is approved by
the  stockholders at the 2007 Annual Meeting of Stockholders,  the  amendment
will become effective upon the filing of a Certificate of Revised and Amended
Articles  with  the  Secretary of State of the State of  Nebraska,  which  is
expected to be accomplished as promptly as practicable after such approval is
obtained.

     THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS  VOTE  "FOR"  THE
PROPOSED AMENDMENT TO ARTICLE VIII OF THE ARTICLES OF INCORPORATION.  PROXIES
SOLICITED  BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE PROPOSED AMENDMENT
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

 PROPOSAL REGARDING AMENDMENT TO ARTICLE VIII, SECTION A OF THE ARTICLES OF
                                INCORPORATION

     On  February  8,  2007, the Board of Directors authorized  a  resolution
recommending  that  the  stockholders consider and approve  an  amendment  to
Article  VIII, Section A of the Company's Articles with regard to limitations
on  liability  of  directors.  The Board recommends that the current  Article
VIII,  Section A with regard to limitations on the liability of directors  be
amended and restated in its entirety.  Article VIII, Section A of the current
Articles  limits  the  personal liability of outside directors  only  and  is
consistent with Nebraska law at the time the provision was amended  into  the
Articles of Incorporation in 1989.  The current provision eliminates personal
liability  of an outside director to the stockholders or the corporation  for
monetary  damages  for  any breach of fiduciary duty by  such  Director.  The
Nebraska Business Corporation Act has been amended since that time to  permit
greater  limitation on liabilities of directors as proposed by the Amendment.
The  proposed  amendment would limit the liability of all  directors  to  the
corporation  or its stockholders for money damages for any action  taken,  or
any  failure to take any action as a director, except for the four delineated
categories  of liabilities set forth in Article VIII, Section A, as  required
by  the Nebraska Business Corporation Act.  The amendment would only apply to
claims  for  money  damages  and would not prevent suits  seeking  injunctive
relief,  nor  would  it  in  any  way limit other  types  of  claims  against
directors, such as claims arising under federal or state securities laws.  It
only  applies to claims by the Company or its stockholders and not to  claims
by other parties.

     The  Board of Directors believes that it is in the best interests of the
Company and its stockholders to adopt the proposed amendment.

     Article VIII, Section A of the Articles, as amended, would read  as  set
forth below:

          "A  director  of the corporation shall not be  liable  to  the
     corporation  or its stockholders for money damages for  any  action
     taken,  or  any  failure to take any action, as a director,  except
     liability for: (i) The amount of a financial benefit received by  a
     director  to  which he or she is not entitled;  (ii) An intentional
     infliction of harm on the corporation or the stockholders;  (iii) A
     violation  of  Nebraska  Revised  Statutes  21-2096;  or  (iv)   An
     intentional violation of criminal law.

          No  amendment to or repeal of this Article shall apply  to  or
     have  any  effect  on  the liability or alleged  liability  of  any
     director  of  the Corporation for or with respect to  any  acts  or
     omissions  of  such director occurring prior to such  amendment  or
     repeal.   If  the  Nebraska Business Corporation Act  is  hereafter
     amended  to  authorize  the further elimination  or  limitation  of
     liability  of directors, then the liability of directors  shall  be
     eliminated or limited to the full extent authorized by the Nebraska
     Business Corporation Act as so amended."

                                      32


     Assuming the presence of a quorum, to be adopted, the proposed amendment
to  Article  VIII,  Section A of the Articles of Incorporation  requires  the
affirmative  vote  of  the  stockholders  representing  a  majority  of   the
outstanding  shares of the Common Stock of the Company present in  person  or
represented  by  proxy  at the 2007 Annual Meeting of  Stockholders.   If  an
executed  proxy is returned and the stockholder has abstained from voting  on
this  proposal,  the  shares represented by such  proxy  will  be  considered
present  at the meeting for purposes of determining a quorum and for purposes
of  calculating the vote, but will not be considered to have  been  voted  in
favor  of  the  proposal.  Accordingly, an abstention  from  voting  on  this
proposal  will  have the same effect as a vote against the proposal.   If  an
executed  proxy is returned by a broker holding shares in street  name  which
indicates that the broker does not have discretionary authority as to certain
shares  to  vote on this proposal, such shares will be considered present  at
the  meeting for purposes of determining a quorum, but will not be considered
to  be  represented at the meeting for purposes of calculating the vote  with
respect to this proposal.  This means that such broker non-vote would  reduce
the number of affirmative votes that are necessary to approve the proposal.

     If  the proposed amendment to Article VIII, Section A of the Articles is
approved by the stockholders at the 2007 Annual Meeting of Stockholders,  the
amendment  will become effective upon the filing of a Certificate of  Revised
and  Amended  Articles with the Secretary of State of the State of  Nebraska,
which  is  expected to be accomplished as promptly as practicable after  such
approval is obtained.

     THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS  VOTE  "FOR"  THE
PROPOSED   AMENDMENT  TO  ARTICLE  VIII,  SECTION  A  OF  THE   ARTICLES   OF
INCORPORATION.  PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR
THE PROPOSED AMENDMENT UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

     POLICIES AND PROCEDURES WITH RESPECT TO RELATED PARTY TRANSACTIONS

     The Company's Audit Committee Charter requires that members of the Audit
Committee,  each of whom is independent pursuant to Nasdaq listing standards,
review and approve all related party transactions for which such approval  is
required  under  applicable law, including SEC and NASD rules.   Current  SEC
rules  define  a  related  party  transaction  to  include  any  transaction,
arrangement  or  relationship in which the Company is a  participant  and  in
which  any  of  the following persons has or will have a direct  or  indirect
interest:

     *  an executive officer, director or director nominee of the Company;

     *  any person who is known to be the beneficial owner of more than 5% of
        the Company's common stock;

     *  any  person who  is an immediate family member (as defined under Item
        404 of Regulation S-K) of an executive officer, director or  director
        nominee  or beneficial owner of more than 5% of the Company's  common
        stock; or

     *  any firm, corporation or other entity in  which any of the  foregoing
        persons  is employed  or is  a partner  or principal  or in a similar
        position  or in  which such  person, together  with any  other of the
        foregoing  persons,  has  a  10%  or   greater  beneficial  ownership
        interest.

     All  related party transactions required to be disclosed under SEC rules
shall be disclosed in the Company's applicable filings with the SEC.

                            CERTAIN TRANSACTIONS

     The  Company  leases certain land from the Clarence L. Werner  Revocable
Trust  (the "Trust"), a related party.  Clarence L. Werner, Chairman  of  the
Board,  is  the sole trustee of the Trust.  On February 8, 2007, the  Company
entered into a revised Lease Agreement, effective as of the 21st day  of  May
2002   (the  "Lease  Agreement"),  and  a  License  Agreement  (the  "License
Agreement")  with  Clarence  L. Werner, Trustee  of  the  Trust.   The  Lease

                                      33


Agreement and License Agreement were approved by the disinterested members of
the  Board  of Directors at the Board's February 8, 2007 meeting.  The  Lease
Agreement was originally entered into between the parties as of May 21,  2002
with  a  10-year  lease  term  commencing  June  1,  2002  (the  "2002  Lease
Agreement").

     The Lease Agreement covers the lease of land comprising approximately 35
acres (referred to as the "Lodge Premises"), with improvements consisting  of
lodging  facilities and a sporting clay range which are used by  the  Company
for  business  meetings  and customer promotion.  The  2002  Lease  Agreement
provided for a non-exclusive license to use for hunting purposes a contiguous
portion  of farmland comprising approximately 580 acres (referred to  as  the
"Farmland  Premises"),  which  license rights were  deleted  from  the  Lease
Agreement and separated into the License Agreement.

     The  Lease  Agreement's current 10-year term expires May 31,  2012,  and
provides the Company the option to extend the lease for two additional 5-year
periods, through 2017 and 2022, respectively.  Under the Lease Agreement, the
Company makes annual rental payments of One Dollar ($1.00) per year,  and  is
responsible  for  the real estate taxes and maintenance costs  on  the  Lodge
Premises, which totaled approximately $44,000 for 2006.

     Under the Lease Agreement, at any time during the lease or any extension
thereof,  the Company has the option to purchase the Lodge Premises from  the
Trust  at  its  current market value, excluding the value  of  all  leasehold
improvements  made by the Company.  The Company also has  a  right  of  first
refusal to purchase the Lodge Premises, or any part thereof, if the Trust has
an  offer from an unrelated third party to purchase the Lodge Premises.   The
Trust  has the option at any time during the lease to demand that the Company
exercise  its  option to purchase the Lodge Premises at  its  current  market
value, excluding the value of all leasehold improvements made by the Company.
If  the Company elects not to purchase the Lodge Premises as demanded by  the
Trust, then the Company's option to purchase at any time during the lease  is
forfeited;  however, the Company will still have the right of  first  refusal
with  respect  to  a purchase offer from an unrelated third  party.   If  the
Company terminates the Lease Agreement prior to the expiration of the initial
10-year  term and elects not to purchase the Lodge Premises from  the  Trust,
then  the  Trust  agrees  to  pay  the Company  the  cost  of  all  leasehold
improvements,  less  accumulated depreciation calculated on  a  straight-line
basis over the term of the Lease Agreement (10 years).  If at the termination
of  the initial 10-year lease term, or any of the two 5-year renewal periods,
the  Company  has not exercised its option to purchase the Lodge Premises  at
its  current market value, the leasehold improvements become the property  of
the  Trust.   However, it is the Company's current intention to exercise  its
option  to purchase the Lodge Premises at its current market value  prior  to
the  completion of the initial 10-year lease period or any of the two  5-year
renewal  periods.  The Company has made leasehold improvements to  the  Lodge
Premises  of  approximately  $6.1 million since the  inception  of  leasehold
arrangements commencing in 1994.

     The revisions to the Lease Agreement removed the provisions relating  to
the  Farmland Premises, as of the effective date of the 2002 Lease Agreement,
including the description of option to purchase rights described above,  from
the  agreement,  and  the  Company and the Trust entered  into  the  separate
License  Agreement  defining  their respective rights  with  respect  to  the
Farmland  Premises.    Under  the  License Agreement,  the  Company  and  its
invitees  are granted a non-exclusive right to hunt and fish on the  Farmland
Premises,  for  a  term of one year, which is automatically renewable  unless
either party terminates not less than 30 days prior to the end of the current
annual  term.   The  Trust  agrees to use its  best  efforts  to  maintain  a
Controlled  Shooting Area Permit on the Farmland Premises while  the  License
Agreement  is  in  effect, and to maintain the land in a manner  to  maximize
hunting  cover for game birds.  In consideration of the license to  hunt  and
fish  on the Farmland Premises, the Company agrees to pay the Trust an amount
equal  to the real property taxes and special assessments levied on the land,
and  the  cost of all fertilizer and seed used to maintain the hunting  cover
and  crops  located on the land.  Such costs were approximately  $29,000  for
2006.

     The  Company  in  the  following capacities employs  family  members  of
certain executive officers. Clarence L. Werner's son-in-law, Scott Robertson,
is  employed as Director-Aviation and Gary L. Werner's brother-in-law, Daniel

                                      34


Matthew,  is  employed  with Fleet Truck Sales.  The Company  compensated  in
excess  of $120,000 in total compensation to each of these individuals.   The
total compensation in 2006 for Mr. Robertson was $154,320 and for Mr. Matthew
was $147,115.

     During  2006,  the  Company paid $7,270,727 to Pegasus Enterprises,  LLC
which  is  owned by Clarence L. Werner's brother, Vern Werner, and sister-in-
law  and  paid  $161,197  to D-W Trucking, in which Vern  Werner  has  a  50%
ownership interest.  Pegasus Enterprises, LLC and D-W Trucking lease tractors
and  drivers  to the Company as owner-operators.  At December 31,  2006,  the
Company  had  notes  receivable from Pegasus Enterprises, LLC  of  $1,380,649
related  to  the  sale  of 40 used trucks.  The largest aggregate  amount  of
principal  outstanding during 2006 was $1,560,790, the  amount  of  principal
paid  during  2006 was $606,126, and the amount of interest paid during  2006
was  $147,686.   The interest rate payable on this debt ranges  from  12%  to
12.75%.  The payments to Pegasus Enterprises, LLC and D-W Trucking are  based
on  the  same per-mile settlement scale as the Company's other similar owner-
operator contractors.  The terms of the note agreements with and the  tractor
sales prices, which totaled $788,500 during 2006, to Pegasus Enterprises, LLC
are  no less favorable to the Company than those that could be obtained  from
unrelated third parties, on an arm's length basis.

     Clarence  L.  Werner  utilized the Company's aircraft  for  non-business
purposes   during   2006.   Mr.  Werner  reimbursed  the   Company   $198,265
representing  the  aggregate incremental cost associated  with  the  personal
flights,  which is higher than the imputed income calculated for  income  tax
purposes  in accordance with Internal Revenue Service rules.  The incremental
cost  is  computed using the average hourly variable costs of  operating  the
Company's aircraft, which primarily consists of fuel and maintenance.

                            STOCKHOLDER PROPOSALS

     Stockholder  proposals  intended to be  presented  at  the  2008  Annual
Meeting  of Stockholders must be received by the Secretary of the Company  on
or  before  December 5, 2007, to be eligible for inclusion in  the  Company's
2008  proxy  materials.   The inclusion of any such proposal  in  such  proxy
material  shall  be  subject to the requirements of the proxy  rules  adopted
under  the  Securities  Exchange Act of 1934, as  amended.   Nominations  for
directors  to  be elected at the 2008 Annual Meeting of Stockholders  may  be
submitted by stockholders by delivery of such nominations in writing  to  the
Secretary  of  the  Company by December 5, 2007.  For a  description  of  the
process for submitting such nominations, see "Director Nomination Process" on
page 2 of this Proxy Statement.

     Stockholder  proposals submitted for presentation  at  the  2007  Annual
Meeting  but  not  included in our proxy materials must be  received  by  the
Secretary of the Company at its headquarters in Omaha, Nebraska no later than
April 18, 2007.  Such proposals must set forth (i) a brief description of the
business  desired to be brought before the Annual Meeting and the reason  for
conducting such business at the Annual Meeting, (ii) the name and address  of
the stockholder proposing such business, (iii) the class and number of shares
of the Company's Common Stock beneficially owned by such stockholder and (iv)
any   material   interest  of  such  stockholder  in  such  business.    Only
stockholders  of record as of March 19, 2007, are entitled to bring  business
before the Annual Meeting.

        DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

     The  SEC has adopted rules that permit companies and intermediaries such
as brokers to satisfy delivery requirements for proxy statements with respect
to  two  or more stockholders sharing the same address by delivering a single
proxy  statement addressed to those stockholders; provided, that stockholders
are  not  holding  shares in nominee name.  This process, which  is  commonly
referred  to  as  "householding," potentially provides extra convenience  for
stockholders  and  cost  savings for companies.   After  receipt  of  written
consent, the Company and some brokers household proxy materials, delivering a

                                      35


single  proxy  statement to multiple stockholders sharing an  address  unless
contrary   instructions  have  been  received  from  one  or  more   of   the
stockholders.   The Company undertakes to deliver promptly  upon  written  or
oral  request  a  separate copy of the annual report or proxy  statement,  as
applicable,  to a stockholder at a shared address to which a single  copy  of
the  documents was delivered.  A stockholder who wishes to receive a separate
copy  of a proxy statement or annual report, or one who is receiving multiple
copies and wishes to receive only one, should provide written notification to
the  broker  if the shares are held in a brokerage account or the Company  if
the stockholder holds registered shares.  Stockholders can notify the Company
by   sending  a  written  request  to  Werner  Enterprises,  Inc.,  Corporate
Secretary, P.O. Box 45308, Omaha, NE 68145 or by calling (402) 895-6640.

                               OTHER BUSINESS

     Management  of the Company knows of no business that will  be  presented
for  consideration  at  the Annual Meeting of Stockholders  other  than  that
described  in  the Proxy Statement.  As to other business, if any,  that  may
properly be brought before the meeting, it is intended that proxies solicited
by the Board will be voted in accordance with the best judgment of the person
voting the proxies.

     Stockholders  are  urged to complete, date, sign, and return  the  proxy
enclosed  in the envelope provided or vote their shares by telephone  or  via
the  Internet. Prompt response will greatly facilitate arrangements  for  the
meeting, and your cooperation will be appreciated.

                                   By Order of the Board of Directors

                                   /s/ James L. Johnson

                                   James L. Johnson
                                   Senior Vice President, Controller
                                     and Corporate Secretary

                                      36


						       APPENDIX A


                    WERNER ENTERPRISES, INC.
                           EQUITY PLAN

     1.   Background and History.  Werner Enterprises, Inc.  (the
"Company")  initially adopted the Werner Enterprises, Inc.  Stock
Option  Plan  in 1987, such plan being approved by the  Company's
shareholders  on  June 9, 1987 at the Company's  annual  meeting.
The  stock  option plan was amended and restated in  1988,  1994,
2000,  and  most recently in 2004.  If approved by the  Company's
shareholders, the Company desires to again amend and restate  the
option  plan  and,  as  the amendment and  restatement  will  add
restricted  stock to the types of awards eligible to  be  granted
under  the plan, rename the plan as the Werner Enterprises,  Inc.
Equity Plan (the "Plan") the terms of which are set forth herein.

     2.   Purpose.   The purpose of the Plan is  to  advance  the
interests  of the Company and its shareholders by attracting  and
retaining  those  individuals whose skill and initiative  enhance
the  Company's continued success, growth and profitability.  This
Plan  authorizes the Company to grant nonqualified stock options,
stock  appreciation  rights  and  restricted  stock  (hereinafter
defined  as  "Awards")  to employees and non-employee  directors.
This Plan authorizes the grant of Awards in order to help attract
and  retain key employees and non-employee directors, by  further
aligning  their financial interests with those of  the  Company's
shareholders and by providing them with participatory  rights  in
the future success and growth of the Company, without necessarily
requiring a financial outlay by these individuals to ensure their
participation in the Plan benefits.

     3.   Definitions.   The  following  words  shall   have  the
following meaning:

              (a)  "Affiliate"  of the  Company means  any Person
          that  directly,  or  indirectly  through  one  or  more
          intermediaries,  Controls or  is Controlled  by, or  is
          under common Control with the Company.

              (b)  "Award"  means  a  grant  of an Option, one or
          more Stock Appreciation Rights, or  one of more  shares
          of Restricted Stock.

              (c)  "Award Agreement" means a written agreement or
          instrument  between  the   Company  and  a  Participant
          evidencing an Award.

              (d)  "Board"  means  the Board  of Directors of the
          Company.

              (e)  "Cause"  means unless otherwise  defined in  a
          Participant's employment agreement or change in control
          severance  agreement  with  the  Company, in which case
          such  definition   will   apply,   (i)   the   material
          misappropriation  of  any  of  the  Company's  funds or
          property; (ii) the conviction of, or the entering of  a
          guilty  plea or  plea of  no contest with respect to, a
          felony, or the equivalent thereof; (iii) commission  of
          an act  of willful  damage, willful  misrepresentation,
          willful  dishonesty, or other  willful conduct that can
          reasonably  be  expected  to  have  a  material adverse
          effect  on  the   business,  reputation,  or  financial
          situation  of the  Company; or (iv) gross negligence or
          willful  misconduct in  performance of  a Participant's
          duties; provided,  however,  "cause"  shall  not  exist
          under  clause (iv),  above, with  respect  to an act or
          failure to act unless  (A)  the  Participant  has  been
          provided written notice describing in sufficient detail
          the acts or failure to act giving rise to the Company's
          assertion  of  such  gross  negligence  or  misconduct,
          (B) been  provided a  reasonable period  to  remedy any
          such  occurrence and (C) failed to sufficiently  remedy
          the occurrence.

              (f)  "Change  in  Control" means the first to occur
          of the following events:

                    (1)  Any Person, other than a Member  of  the
                    Werner  Family, is or  becomes the Beneficial
                    Owner  (within the  meaning set forth in Rule
                    13d-3  under  the   1934  Act),  directly  or
                    indirectly, of securities of the Company (not
                    including  for  this  purpose  any securities
                    acquired  directly from  the  Company  or its
                    Affiliates  or  held  by  an employee benefit
                    plan  of  the  Company)  representing 50%  or
                    more of the  combined  voting  power  of  the
                    Company's    then   outstanding   securities,
                    excluding  any  Person  who  becomes  such  a
                    Beneficial   Owner   in   connection  with  a
                    transaction   described  in   clause  (x)  of
                    paragraph (3) of this definition; or

                               A-1


                    (2)  The following individuals cease for  any
                    reason to constitute a majority of the number
                    of  directors then  serving: individuals who,
                    on  the Effective Date, constitute the  Board
                    and  any new director  (other than a director
                    whose  initial  assumption  of  office  is in
                    connection  with  an   actual  or  threatened
                    election   contest,   including   a   consent
                    solicitation,  relating  to  the  election of
                    directors  of  the Company) whose appointment
                    or  election by  the Board  or nomination for
                    election  by  the  Company's shareholders was
                    approved by a vote of at least two-thirds  of
                    the directors then still in office who either
                    were directors on the Effective Date or whose
                    appointment,   election  or   nomination  for
                    election  was   previously   so  approved  or
                    recommended; or

                    (3)  There  is  consummated   a   merger   or
                    consolidation of the Company with  any  other
                    corporation,  OTHER  THAN  (x)  a  merger  or
                    consolidation  which   would  result  in  the
                    voting securities of the Company  outstanding
                    immediately   prior   to   such   merger   or
                    consolidation continuing to represent (either
                    by  remaining   outstanding   or   by   being
                    converted  into  voting   securities  of  the
                    surviving entity or any parent  thereof),  in
                    combination with the ownership of any trustee
                    or  other fiduciary  holding securities under
                    an  employee benefit  plan of the Company, at
                    least 50% of the combined voting power of the
                    securities of the Company or  such  surviving
                    entity or  any  parent  thereof   outstanding
                    immediately    after     such    merger    or
                    consolidation,    or   (y)   a    merger   or
                    consolidation   effected   to   implement   a
                    recapitalization  of  the Company (or similar
                    transaction) in which no Person is or becomes
                    the Beneficial Owner, directly or indirectly,
                    of  securities of  the Company (not including
                    for  this  purpose  any  securities  acquired
                    directly  from the Company  or its Affiliates
                    other than in connection with the acquisition
                    by  the  Company  or   its  Affiliates  of  a
                    business)  representing  50% or  more of  the
                    combined voting power of the  Company's  then
                    outstanding securities; or

                    (4)  The shareholders  of the Company approve
                    a plan of complete liquidation or dissolution
                    of  the Company  or there  is  consummated an
                    agreement for the sale or disposition by  the
                    Company  of all  or substantially  all of the
                    Company's  assets,   other  than  a  sale  or
                    disposition  by   the  Company   of  all   or
                    substantially all of the Company's assets  to
                    an  entity,  at  least  50%  of  the combined
                    voting  power  of  the  voting  securities of
                    which  are  owned  by   shareholders  of  the
                    Company in substantially the same proportions
                    as their ownership of the Company immediately
                    prior to such sale.

              Notwithstanding  the  foregoing,   a   "Change   in
              Control"  shall  not be  deemed to have occurred by
              virtue  of (i) the consummation  of any transaction
              or  series of  integrated  transactions immediately
              following  which the  record holders  of the Common
              Stock  immediately  prior  to  such  transaction or
              series   of    transactions   continue    to   have
              substantially  the  same proportionate ownership in
              an  entity  which owns  all or substantially all of
              the  Company's assets  immediately  following  such
              transaction  or series of  transactions or (ii) the
              acquisition  of  shares  of  Common  Stock  by  the
              Company  such  that,  by  reducing  the  number  of
              outstanding    shares   of    Common   Stock,   the
              proportionate  number  of  shares  of  Common Stock
              Beneficially  Owned by a Person was increased, and,
              but  for  this  sentenced  resulted  in a Change in
              Control.

              (g)  "Code"  means  the  Internal  Revenue  Code of
          1986, as amended from time to time.

              (h)  "Company" means  Werner Enterprises,  Inc.,  a
          Nebraska corporation.

              (i)  "Committee" means (A) the Board, or (B) one or
          more committees of the Board  to  whom  the  Board  has
          delegated all or part of its authority under this Plan.
          Initially, the Committee  shall  be  the   Compensation
          Committee of the Board which is delegated  all  of  the
          Board's authority under this Plan  as  contemplated  by
          clause (B) in this definition.

              (j)  "Common  Stock"  or  "Stock"  means the common
          stock of the Company, par value $.01 per share.

              (k)  "Control" means  the possession,  directly  or
          indirectly,  of  the  power  to  direct  or  cause  the
          direction  of  the management and policies of a person,
          whether through the ownership of voting securities,  by
          contract or otherwise.

              (l)  "Effective Date" means May 8, 2007, such  date
          being  the  date  this  amended  and  restated Plan was
          approved by the Company's shareholders.

                               A-2



              (m)  "Exchange  Act"  means the Securities Exchange
          Act of 1934, as amended from time to time.

              (n)  "Fair Market Value" means: (i) if the Stock is
          traded on a national securities exchange,  the  closing
          trading  price  of  a  share  of  Stock  for  composite
          transactions,  as  published by The Wall Street Journal
          for  the date in  question; or (ii) if the Stock is not
          traded on a national securities exchange, the value  of
          the Stock determined in good faith by the Committee  in
          its sole discretion.

              (o)  "Good Reason" means, without  a  Participant's
          written consent  and  unless  otherwise  defined  in  a
          Participant's employment agreement or change in control
          severance  agreement  with  the  Company (in which case
          such definition will apply), any of the following:

                    (1)  Any material and adverse  reduction   or
                    material  and   adverse   diminution   in   a
                    Participant's  position  (including   status,
                    offices, titles and reporting  requirements),
                    authority, duties or responsibilities   held,
                    exercised or assigned at any time during  the
                    90-day  period  immediately   preceding   the
                    Change in Control;

                    (2)  Any reduction in a Participant's  annual
                    base  salary   as   in   effect   immediately
                    preceding  the  Change  in  Control or as the
                    same may be increased from time to time; or

                    (3)  A  Participant  being  required  by  the
                    Company to be based at any office or location
                    that is more than 70 miles from the  location
                    where    the    Participant    was   employed
                    immediately preceding the Change in Control.

              Provided,  however,  notwithstanding the occurrence
              of  any  of  the  events  set  forth  above in this
              definition,  Good Reason shall not include for  the
              purpose  of  this  definition  (1)   an   isolated,
              insubstantial  and inadvertent action not taken  in
              bad  faith  and  which  is  remedied by the Company
              promptly  after receipt  of notice thereof given by
              the  Participant,  or  (2)  any  reduction  in  the
              Participant's  base  annual  salary or reduction in
              benefits  received  by  the  Participant where such
              reduction  is  in  connection  with  a company-wide
              reduction in salaries or benefits.

              (p)  "Member  of  the  Werner  Family"  means   (i)
          Clarence L. Werner and any other person who shall be  a
          lineal descendant, naturally or by legal  adoption,  of
          Clarence  L. Werner (each such person being referred to
          as a "Werner Descendant"), (ii) a spouse  of  a  Werner
          Descendant, and (iii) a  trust,  corporation,   limited
          liability  company  or  partnership  under the terms of
          which   the    principal   beneficiaries   are   Werner
          Descendants or persons included in clause (i) or  (ii).
          For purposes of the foregoing, a person who is a spouse
          of a Werner Descendant at the time of the death of such
          Werner Descendant shall continue to be a Member of  the
          Werner Family following  such death  only  so  long  as
          there  is living  a Werner Descendant  who is  an issue
          (naturally or by legal adoption) from  the marriage  of
          such person and such deceased Werner Descendant.

              (q)  "Option"  means  a  right  to  purchase Common
          Stock,  granted  pursuant  to  the  Plan.  All  Options
          granted  under  the  Plan  will  be  nonqualified stock
          options and not "Incentive Stock Options" under Section
          422 of the Code.

              (r)  "Option Price"  means the purchase  price  for
          Common  Stock under an Option, as determined in Section
          7 below.

              (s)  "Plan" means  this  Werner  Enterprises,  Inc.
          Equity Plan, as amended from time to time.

              (t)  "Participant"    means    an    employee    or
          non-employee  director  of  the  Company (or any of its
          subsidiaries)  to  whom  an  Award is granted under the
          Plan.

              (u)  "Person"  shall  have  the meaning ascribed to
          such  term in  Section 3(a)(9)  of the Exchange Act and
          used  in Sections  13(d)  and 14(d)  thereof, including
          "group" as defined in Section 13(d) thereof.

              (v)  "Restricted Stock" means Stock  granted  under
          Section  9 that  is subject  to those  restrictions set
          forth therein and the Award Agreement.

              (w)  "Rule  16b-3"  means  Rule  16b-3  promulgated
          under the Exchange Act.

                               A-3


              (x)  "Stock Appreciation Right" or  "SAR"  means  a
          right to receive an amount equal to the appreciation in
          a share  of Stock  from the  grant date to the exercise
          date and granted pursuant to Section 8 below.

     4.   Stock Subject to Plan; Award Limits.

              (a)  Number of Shares. Subject to the provisions of
          Section 12 of the Plan, the maximum number of shares of
          Common Stock that may  be  issued  under  the  Plan  is
          20,000,000 shares.  Such shares  may  be  treasury,  or
          authorized but unissued, shares of Common Stock of  the
          Company.

              (b)  Award   Limitation.   Subject  to   adjustment
          pursuant to Section 12, Awards covering  no  more  than
          2,562,500 shares in the aggregate may be granted to one
          person during the Plan's duration.

              (c)  Unused and  Forfeited Stock.   Any  shares  of
          Common  Stock  that  are subject to an Award under this
          Plan that are not used because the terms and conditions
          of the Award are not met, including any shares that are
          subject  to an Award  that expires or is terminated for
          any  reason,  any  shares  that  are  used  for full or
          partial  payment of the  purchase price  of shares with
          respect to which an Option is exercised and any  shares
          retained by the Company pursuant to Section 17(b) shall
          automatically become available for use under the Plan.

     5.   Administration.

              (a)  Composition. The Plan shall be administered by
          the Committee.  To the extent the  Board  considers  it
          desirable for transactions relating  to  Awards  to  be
          eligible  to qualify for an exemption under Rule 16b-3,
          the Committee shall consist of two or more directors of
          the  Company,  all  of  whom  qualify  as "non-employee
          directors"  within  the  meaning of Rule 16b-3.  To the
          extent   the   Board   considers   it   desirable   for
          compensation  delivered  pursuant  to   Awards  to   be
          eligible to qualify for an exemption from the limit  on
          tax  deductibility of compensation under Section 162(m)
          of the Code, the Committee shall consist of two or more
          directors of the Company, all of whom shall qualify  as
          "outside  directors" within the meaning of Code Section
          162(m).

              (b)  Authority.  Two members of the Committee shall
          constitute  a  quorum for  the transaction of business.
          The Committee is granted the authority to determine the
          recipients  of  Awards, the number of shares subject to
          such  Awards, if  applicable,  the date on which Awards
          are  granted,  become  exercisable  or  vested, and any
          other terms of the Awards consistent with the terms  of
          this Plan.  The interpretation and construction of  any
          provision of the Plan by the Committee shall be  final,
          unless otherwise determined by a majority of the entire
          Board.  No member of the Board or  the Committee  shall
          be  liable for any action or determination made by  him
          in good faith.

              (c)  Delegation.    Notwithstanding   the   general
          administrative  powers  discussed above, the Board may,
          by   resolution,   expressly  delegate   to  a  special
          committee consisting of two or more directors, who  may
          also  be  officers  of  the  Company,  or  to  a senior
          executive officer of the Company, the authority, within
          specified  parameters,  to  (i) grant  employees Awards
          under the Plan, and (ii)  determine the number of  such
          Awards  to  be  received  by  any  such   participants;
          provided,  however,  that  if such delegation of duties
          and  responsibilities is to  officers of the Company or
          to  directors  who  are   not  "non-employee directors"
          (within  the  meaning  of  Rule  16b-3(b)(3)  under the
          Exchange  Act)  and  "outside  directors"  (within  the
          meaning  of  Code  Section  162(m)),  such  officers or
          directors may not grant Awards to employees (a) who are
          subject  to  Section  16(a) of  the Exchange Act at the
          time of grant,  or (b) who, at  the time of grant,  are
          anticipated to become during the  term  of  the  Award,
          "covered   employees"  as   defined  in  Code   Section
          162(m)(3).  The  acts  of  such  delegate(s)  shall  be
          within  limits  specifically  prescribed  by the Board,
          will be treated hereunder as acts of the Board and such
          delegate(s) shall report regularly to the Board and the
          Compensation  Committee  of  the  Board  regarding  the
          delegated duties and responsibilities and any Awards so
          granted.

     6.   Eligibility.  The Committee may grant Awards to any key
employee  (including  an employee who is  a  director  and/or  an
officer of the Company and its subsidiaries) and any non-employee
director.  Awards may be granted by the Committee at any time and
may  include  or  exclude  new or previous  Participants  as  the
Committee  shall  determine.  Awards granted at  different  times
need not contain similar provisions.

                               A-4


     7.   Stock  Options.  The Committee may grant  one  or  more
Options  to  a Participant.  Each Option will be evidenced  by  a
written  Award Agreement and entered into by the Company and  the
Participant  to whom the Option is granted, such Award  Agreement
containing   or  being  subject  to  the  following   terms   and
conditions:

              (a)  Option Price.  The purchase  price  of  Common
          Stock  under  each Option  shall  be not  less than 100
          percent of the Fair Market Value of the Common Stock on
          the date the Option is granted.  In addition, the  Plan
          allows,  at  the  discretion   of  the  Committee,  the
          surrender of an Option and its subsequent regrant.  The
          regranting of the Option  may  allow  for  lower-priced
          shares  (as then valued)  to be granted or for a lesser
          number of shares than originally intended to be issued.
          However, as  with the originally  issued option shares,
          the price  to the Participant may not be less than  the
          Fair Market Value of the regranted optioned shares,  as
          determined at the time of regrant.

              (b)  Time and Method of Payment.  The Option  Price
          shall  be  paid  in  full  at  the  time  an  Option is
          exercised  under the  Plan through a payment of cash or
          cashier's check or, if permitted by the Committee,  the
          surrender or attestation of previously acquired  Stock,
          the  payment  through  a   broker  in  accordance  with
          procedures  permitted  by  Regulation  T of the Federal
          Reserve  Board,  or  any  other  method permitted under
          applicable   law.   Exercise  of   an  Option   without
          concurrent  payment in full  shall be invalid and of no
          effect.  Upon the exercise of an Option and the payment
          of the full  Option  Price, the  Participant  shall  be
          entitled  to  the  issuance   of  a  stock  certificate
          evidencing  his  ownership of such Common Stock and, as
          of that date, the Participant shall have all the rights
          of  a  shareholder.  No  adjustment  will  be  made for
          dividends or other rights for which the record date  is
          prior  to  the  date the Participant is entitled to the
          issuance of a stock certificate.

              (c)  Number of Shares.  Each Option shall state the
          total number of shares  of Common  Stock  to  which  it
          pertains.  The number of shares to which a  Participant
          is  entitled  under  an  Option shall be reduced by the
          number  of  Stock  Appreciation  Rights  (described  in
          Section  8 below) related to the Option that have  been
          previously exercised by the Participant.

              (d)  Option Period and Limitations on  Exercise  of
          Options.  The  Committee  may in its discretion provide
          that  an  Option may  become exercisable only after the
          expiration of a period of time specified in the  Option
          Award  Agreement.  Except  as  provided  in  the Option
          Award Agreement, Options shall not be exercisable until
          the  expiration of  six months from the date the Option
          is granted, and any Option may be exercised in whole or
          in  part.  No  Option  may  be   exercised  after   the
          expiration of ten years and one day from the date it is
          granted.  Unless  otherwise  noted  in the Option Award
          Agreement, no Option may be exercised for a  fractional
          share of Common Stock.

              (e)  Limitations Upon Exercise of  Options.   If  a
          Participant exercises an Option, the SARs to which  the
          Option relates shall expire.  Adjustment to the  number
          of  shares in the Plan and the price per share pursuant
          to  Section 12 below  shall also be made to any Options
          held by each Participant.

              (f)  No Obligation To Exercise Option. The granting
          of an  Option  shall  impose  no  obligation  upon  the
          Participant to exercise such Option.

     8.   Stock  Appreciation Rights.  The  Committee  may  grant
Stock  Appreciation Rights at the same time as  Participants  are
awarded  Options under the Plan.  Such Stock Appreciation  Rights
shall be evidenced by a written Award Agreement and entered  into
by  the  Company and the Participant to whom the SAR is  granted,
such agreement containing or being subject to the following terms
and conditions:

              (a)  Grant.  Each SAR shall relate  to  a  specific
          Option under  the  Plan  and  shall  be  awarded  to  a
          Participant concurrently with the grant of such Option.
          The  number of  SARs granted  to a  Participant  may be
          equal  to the number  of shares that the Participant is
          entitled to receive pursuant to the related Option. The
          number  of  SARs  held  by  a  Participant shall be the
          number of SARs granted reduced by:

                    (1)  the number of SARs exercised for  Common
                    Stock or cash  pursuant  to  the  SARs  Award
                    Agreement; or

                    (2)  the number of  shares  of  Common  Stock
                    purchased by such Participant pursuant to the
                    related Option.

                               A-5


              (b)  Manner  of  Exercise.   A  Participant   shall
          exercise SARs by giving written notice of such exercise
          to the Company.  The date on which such written  notice
          is  received by the Company shall be the exercise  date
          for the SARs.

              (c)  Appreciation Available. Each SAR shall entitle
          a Participant to the excess of the Fair Market Value of
          a  share of  Common Stock on the exercise date over the
          Option Price of the related Option.

              (d)  Payment  of  Appreciation.   The  appreciation
          available  to  a Participant from an exercise of one or
          more SARs may, in the sole discretion of the Committee,
          be  paid to the  Participant  either in  cash or Common
          Stock.  If  paid in  cash, the  amount thereof shall be
          the  amount of  appreciation available (see (c) above).
          If  paid  in  Common  Stock, the  number of shares that
          shall be issued pursuant to the exercise of SARs  shall
          be determined by dividing the amount of appreciation by
          the Fair Market Value of a share of Common Stock on the
          exercise  date  of  the SAR; provided, however, that no
          fractional shares  shall be issued upon the exercise of
          SARs.

              (e)  Limitations Upon Exercise  of  SARs.   If   a
          Participant  exercises  a  SAR for cash,  the Option to
          which  the  SARs  relates  shall  expire.  SARs  may be
          exercised only at such times and by such persons as may
          exercise  Options  under  the  Plan.  Adjustment to the
          number  of  shares in the Plan  and the price per share
          pursuant to Section 12 below shall also be made to  any
          SARs held by each Participant.

              (f)  No Obligation To Exercise SARs.  The  granting
          of one or more SARs shall impose no obligation upon the
          Participant to exercise such SARs

     9.   Restricted  Stock.  The Committee may grant  shares  of
Restricted Stock in such amounts as the Committee shall determine
and subject to the terms and provisions of this Plan.

              (a)  Restrictions.  A Participant's right to retain
          shares of Restricted Stock shall be subject to  such  a
          restriction that the Participant continue to perform as
          an Employee or remain  a non-employee  director  for  a
          restriction  period specified  by the Committee and not
          less  than  one  year  nor  more  than  ten years.  The
          Committee may  also require  that a Participant's right
          to  retain shares of Restricted Stock is subject to the
          attainment   of   specified   performance   goals   and
          objectives.  The Committee may, in its sole discretion,
          require  different  periods  of  service  or  different
          performance  goals  and   objectives  with  respect  to
          (i) different Participants or (ii) separate, designated
          portions of the shares that are Restricted Stock.   Any
          grant of Restricted Stock shall contain terms such that
          the  Award is  either exempt  from Code Section 409A or
          complies with such Section.

              (b)  Privileges of a Shareholder,  Transferability.
          Unless otherwise provided in  the  Award  Agreement,  a
          Participant    shall   not   have   voting,   dividend,
          liquidation and other rights with respect to shares  of
          Restricted  Stock.  If a Participant  is granted in the
          Award  Agreement  any  voting, dividend, liquidation or
          other rights on shares of Restricted Stock, such rights
          (1)  shall accrue to the  benefit of a Participant only
          with respect to shares of Restricted Stock held by,  or
          for the benefit of, the Participant on the record  date
          of any such dividend or voting date and (2) subject  to
          the terms of the Award Agreement, any dividends paid on
          shares  of  Restricted Stock  before such shares become
          vested may be held in escrow by the Company and subject
          to  the   same  restrictions   on  transferability  and
          forfeitability  as the underlying  shares of Restricted
          Stock.  A  Participant's  right  to  sell,  encumber or
          otherwise  transfer  such  Restricted  Stock  shall, in
          addition  to the restrictions otherwise provided for in
          the Award Agreement, be subject  to the limitations  of
          Section 9(b) hereof.

              (c)  Enforcement  of  Restrictions.  The  Committee
          may, in its sole discretion, require one or more of the
          following  methods  of   enforcing   the   restrictions
          referred to in Section 9(a) and (b):

                    (1)  placing    a   legend   on   the   Stock
                    certificates referring to restrictions;

                    (2)  requiring  the  Participant  to keep the
                    Stock  certificates,  duly  endorsed,  in the
                    custody of the Company while the restrictions
                    remain in effect;

                               A-6


                    (3)  requiring  that  the Stock certificates,
                    duly  endorsed, be  held  in the custody of a
                    third  party nominee  selected by the Company
                    who will hold such shares of Restricted Stock
                    on  behalf  of  the   Participant  while  the
                    restrictions remain in effect; or

                    (4)  inserting    a    provision   into   the
                    Restricted Stock Award Agreement  prohibiting
                    assignment of such Award Agreement until  the
                    terms   and   conditions    or   restrictions
                    contained  therein  have  been  satisfied  or
                    released, as applicable.

     10.  Effect  of Termination  of  Employment  on  Outstanding
Awards.   The  Committee shall determine in each case  whether  a
termination  of  employment  (including  a  termination  due   to
disability)  shall  be considered voluntary or  involuntary.   In
addition,  the  Committee shall determine, subject to  applicable
law,  whether  a  leave of absence or similar circumstance  shall
constitute a termination of employment and the date upon which  a
termination  resulting  therefrom  became  effective.   Any  such
determination  of  the Committee shall be final  and  conclusive,
unless  overruled  by  the entire Board at its  next  regular  or
special  meeting.  The effect of a Participant's  termination  of
employment on outstanding Awards is as follows:

              (a)  Involuntary  Termination  for  Cause.   If   a
          Participant's   employment  with   the  Company  or   a
          subsidiary  thereof  is involuntarily terminated by the
          Company  or  such  subsidiary  for  Cause,  all  of the
          Options, SARs  and  shares of  Restricted Stock held by
          the  Participant  will  immediately  terminate  and  be
          forfeited and his rights under  the Award Agreement  to
          exercise the Options or  SARs, or become vested in  the
          Restricted Shares, as the case may be, will immediately
          terminate.

              (b)  Involuntary Termination by Company Other  Than
          for  Cause or Voluntary  Resignation-Effect  on Options
          and SARs.  If  the Company  involuntarily terminates  a
          Participant's   employment   not  for  Cause  or  if  a
          Participant's  employment  with  the   Company   or   a
          subsidiary of the Company is voluntarily terminated  by
          the  Participant,  the  Participant may exercise his or
          her  Options  or  SARs  that  are otherwise exercisable
          pursuant  to  this Plan on the date of such termination
          for  up  to  and including one hundred and eighty (180)
          days  after such  termination of his or her employment,
          but in no event shall any Option or SAR be  exercisable
          more  than ten  years and  one day from the date it was
          granted.  The  Committee  has  the  right  to cancel an
          Option  or  SAR  during  such  180  day  period  if the
          Participant   engages  in   employment  or   activities
          contrary, in the opinion of the Committee, to the  best
          interests of the Company.

              (c)  Voluntary  Resignation-Effect  on   Restricted
          Shares.  If a Participant's employment with the Company
          or  a  subsidiary  of  the   Company   is   voluntarily
          terminated by the Participant, all unvested  Restricted
          Shares then held by the Participant shall be  forfeited
          and returned to the Company effective as of the date of
          the Participant's termination.

              (d)  Death.

                    (1)  If  a Participant dies while employed by
                    the Company, or within one hundred and eighty
                    (180)   days    after   having   retired   or
                    voluntarily terminated his or her employment,
                    and  at  the  time  of  death had unexercised
                    Options   or    SARs,   the    executors   or
                    administrators, or legatees or heirs, of  his
                    estate shall have the right to exercise  such
                    Options  and  SARs  within  one  year  of the
                    Participant's death  to the extent that  such
                    deceased Participant was entitled to exercise
                    the  Options  and  SARs  on  the  date of his
                    death;  provided,  however,  that in no event
                    shall the Options or SARs be exercisable more
                    than ten years and one day from the date they
                    were  granted.  As  a  condition  to any such
                    exercise, the Committee may require any  such
                    executor,  administrator,  legatee  or   heir
                    seeking to  exercise such  Options or SARs to
                    provide   evidence    satisfactory   to   the
                    Committee, in its sole discretion, of his  or
                    her  authority  to  exercise  such Options or
                    SARs on behalf of the Participant's estate.

                    (2)  If  the  Participant  dies while holding
                    shares  of  Restricted  Stock  which have not
                    otherwise been forfeited, all service  period
                    and  other  restrictions  applicable  to  the
                    shares  of Restricted  Stock then held by him
                    or  her  shall  lapse, and  such shares shall
                    become fully vested and nonforfeitable.

                               A-7


     11.  Nonassignability.

              (a)  General Rule.   Except as  provided  below  in
          Section 11(b), no Award  may  be  assigned,  alienated,
          pledged, hypothecated, attached or  sold  or  otherwise
          transferred  or  encumbered  by a Participant except by
          will  or by the  laws of  descent and distribution, and
          any  such  purported  assignment,  alienation,  pledge,
          attachment, sale, transfer or encumbrance shall be void
          and   unenforceable   against   the   Company.  If  the
          Participant  attempts  to  alienate,  assign,   pledge,
          hypothecate  or  otherwise  dispose   of  Participant's
          Award, the Board may terminate the Participant's  Award
          by notice to him or her and  such Award will  thereupon
          become null and void.

              (b)  Permitted  Transfers.  Pursuant  to conditions
          and  procedures established  by the Committee from time
          to  time,  the  Committee   may  permit  Awards  to  be
          transferred  to,  exercised  by  and  paid  to  certain
          persons or entities related to a Participant, including
          members  of   the   Participant's   immediate   family,
          charitable  institutions,  or  trusts or other entities
          whose beneficiaries or beneficial owners are members of
          the  Participant's  immediate  family and/or charitable
          institutions  (a  "Permitted Transferee").  In the case
          of  initial Awards, at  the request of the Participant,
          the  Committee  may  permit  the  naming of the related
          person or entity as the Award recipient.  Any permitted
          transfer  shall  be  subject  to the condition that the
          Committee receive evidence satisfactory to it that  the
          transfer  is being made for estate and/or tax  planning
          purposes on a gratuitous or donative basis and  without
          consideration (other than nominal consideration).

     12.  Adjustments in Authorized Shares.

              (a)  If,   without  the  receipt  of  consideration
          therefore by the Company,  the  Company  at  any   time
          increases or decreases the number  of  its  outstanding
          shares of Common Stock or changes in any way the rights
          and privileges of such shares such as, but not  limited
          to,  the  payment  of  a  stock  dividend  or any other
          distribution  upon  such  Stock  payable  in  Stock, or
          through  a  stock  split,  subdivision,  consolidation,
          combination,   reclassification   or   recapitalization
          involving  the  Stock,  such  that  any  adjustment  is
          necessary  in  order to prevent dilution or enlargement
          of  the  benefits or  potential benefits intended to be
          made available under the Plan  then in relation to  the
          Stock  that  is  affected  by  one or more of the above
          events,  the numbers,  rights and privileges of (i) the
          aggregate  number  of  shares of Common Stock available
          for Awards under the Plan, (ii) the aggregate number of
          shares that may be subject to Awards granted to any one
          person, (iii) the shares of Stock then included in each
          outstanding Award granted hereunder and (iv) the Option
          Price, if applicable, shall be increased, decreased  or
          changed in like manner as if they  had been issued  and
          outstanding, fully paid and non assessable at the  time
          of  such  occurrence.  The   manner   in   which   such
          adjustments are made shall be  determined by the  Board
          or  Committee  in  its  sole  discretion  provided such
          adjustments  are  consistent  with  the  provisions  of
          Section 12(b), below.

              (b)  General Adjustment Rules.

                    (1)  If  any   adjustment   or   substitution
                    provided for in this Section 12 shall  result
                    in  the  creation of a fractional share under
                    any  Award,  such  fractional  share shall be
                    rounded up to a whole share and no fractional
                    share shall be issued.

                    (2)  In the case of any such substitution  or
                    adjustment affecting an Option or a SAR  such
                    substitution or adjustments shall be made  in
                    a  manner  that  is  in  accordance  with the
                    substitution  and  assumption rules set forth
                    in  Treasury  Regulations   1.424-1  and  the
                    applicable guidance relating to Code  Section
                    409A.

     13.  Reorganization, Change in Control or Liquidation.

              (a)  Except  as  otherwise  provided  in  an  Award
          Agreement  or other agreement approved by the Committee
          to which any Participant is a party, in the event that,
          within the period commencing on a Change in Control and
          ending  on  the  second  anniversary  of  the Change in
          Control,  and  except  as  the  Committee may expressly
          provide otherwise, a Participant's employment with  the
          Company  or one  of its  affiliates is terminated other
          than for Cause, or the Participant voluntarily  resigns
          for  Good Reason,  then (i)  all Options  and SARs then
          outstanding  shall  become  fully exercisable, and (ii)
          all  restrictions  (other  than restrictions imposed by

                               A-8


          law) and conditions on all Restricted Stock Awards then
          outstanding shall be deemed satisfied as of the date of
          the Participant's termination of employment.

              (b)  In addition to the foregoing, in the event the
          Company  undergoes a Change  in Control or in the event
          of  a  corporate merger  or consolidation (other than a
          merger  or  consolidation  in  which the Company is the
          continuing corporation and that does not result in  any
          reclassification  or  change  of  outstanding shares of
          Common  Stock),  major  acquisition  of  property   (or
          stock),  separation,  reorganization  or liquidation in
          which  the Company is  a party and in which a Change in
          Control does not occur, the Committee, or the board  of
          directors of any  corporation assuming the  obligations
          of  the  Company,   shall  have   the  full  power  and
          discretion  to  take  any  one or more of the following
          actions:

                    (1)  Without reducing the underlying economic
                    value of any Award, amend the procedures  and
                    conditions for the exercise or settlement  of
                    any outstanding Awards granted hereunder;

                    (2)  Provide for the purchase by the  Company
                    of any Award, upon the Participant's request,
                    for,  with  respect  to  an Option or SAR, an
                    amount of cash equal to the positive  amount,
                    if  any, that  could  have been attained upon
                    the exercise of such Award or realization  of
                    the Participant's rights had such Award  been
                    currently  exercisable,  or,  in  the case of
                    Restricted  Stock,  the Fair  Market Value of
                    such shares of Stock;

                    (3)  Provide that  Options  or  SARs  granted
                    hereunder  must  be  exercised  in connection
                    with  the  closing  of such transactions, and
                    that if not so exercised such Options or SARs
                    will expire;

                    (4)  Make  such adjustment  to any Award that
                    is  outstanding  as  the  Committee  or Board
                    deems appropriate to  reflect such Change  in
                    Control or corporate event; or

                    (5)  Cause any Award then outstanding  to  be
                    assumed, or new rights of equivalent economic
                    value substituted therefore, by the acquiring
                    or surviving corporation.

          Any such determinations by the Committee  may  be  made
          generally  with respect  to all Participants, or may be
          made  on  a  case-by-case   basis   with   respect   to
          particular     Participants.     Notwithstanding    the
          foregoing,  any transaction undertaken for the  purpose
          of  reincorporating  the  Company  under  the  laws  of
          another  jurisdiction,  if  such  transaction  does not
          materially  affect  the  beneficial  ownership  of  the
          Company's  capital  stock,  such  transaction shall not
          constitute  a  merger, consolidation, major acquisition
          of  property  for  stock,  separation,  reorganization,
          liquidation, or Change in Control.

     14.  Termination  and Amendment.  The Board, by  resolution,
may  terminate the Plan with respect to any Awards that have  not
been  granted.  The Board or Committee may at any time  amend  or
modify,  the  Plan;  provided,  however,  that  no  amendment  or
modification  may  become  effective  without  approval  of   the
amendment  or  modification  by the shareholders  if  shareholder
approval is required to enable the Plan to satisfy any applicable
statutory  or  regulatory  requirements,  to  comply   with   the
requirements  for  listing on any exchange  where  the  Stock  is
listed,  or  if the Company, on the advice of counsel, determines
that  shareholder approval is otherwise necessary  or  desirable.
Notwithstanding any other provision of the Plan to  the  contrary
(but  subject to a Participant's employment being terminated  for
Cause),  no  termination, amendment or modification of  the  Plan
shall  adversely affect in any material way any Award  previously
granted  under  the  Plan, without the  written  consent  of  the
Participant of such Award.

     15.  Agreement  and  Representation  of  Employees.   As   a
condition  to the receipt of any shares of Stock under the  Plan,
the  Company  may  require the person receiving  such  shares  to
represent  and warrant that the shares of Common Stock are  being
acquired only for investment and without any present intention to
sell or distribute such shares, if, in the opinion of counsel for
the   Company,  such  a  representation  is  required  under  the
Securities Act of 1933 or any other applicable law, regulation or
rule of any governmental agency.

     16.  Reservation  of Shares of Common Stock.   The  Company,
during  the term of the Plan, will at all times reserve and  keep
available  the  number of shares of Common Stock  that  shall  be
sufficient  to  satisfy  the  requirements  of  this  Plan.   The


                               A-9


inability  of  the  Company to obtain from  any  regulatory  body
having  jurisdiction  the  authority deemed  necessary  by  legal
counsel for the Company for the lawful issuance and sale  of  its
Common Stock hereunder shall relieve the Company of any liability
in  respect  of the failure to issue or sell Common Stock  as  to
which the requisite authority has not been obtained.

     17.  Withholding.

              (a)  Withholding    Requirement.    The   Company's
          obligations to deliver Shares upon the exercise  of  an
          Option,  or upon  the vesting of any other Award, shall
          be  subject to  the Participant's  satisfaction  of all
          applicable  federal, state  and local  income and other
          tax withholding requirements.

              (b)  Withholding with Stock.  The Committee may, in
          its sole discretion, permit a Participant  to  pay  all
          minimum  required  amounts  of  tax withholding, or any
          part  thereof, by  electing to transfer to the Company,
          or  to  have  the  Company  withhold from the shares of
          Common  Stock  otherwise  issuable  to the Participant,
          shares of Common Stock having a value not to exceed the
          minimum  amount  required to be withheld under federal,
          state  or  local law  or  such  lesser amount as may be
          elected by the Participant.  The Committee may  require
          that  any shares  transferred to  the Company have been
          held  or owned by the  Participant for a minimum period
          of  time.   All  elections  shall  be  subject  to  the
          approval or disapproval of the Committee.  The value of
          shares  of Stock  to be withheld  shall be based on the
          Fair  Market Value  of the Stock  on the  date that the
          amount of tax  to be withheld  is to be determined (the
          "Tax Date"), as determined by the Committee.  Any  such
          elections  by  Participant  to have Shares withheld for
          this   purpose  will  be   subject   to  the  following
          restrictions:

                    (1)  All elections must be made prior to  the
                    Tax Date;

                    (2)  All elections shall be  irrevocable; and

                    (3)  If  the  Participant  is  an  officer or
                    director of the Company within the meaning of
                    Section  16  of the  1934 Act ("Section 16"),
                    the Participant must satisfy the requirements
                    of such Section 16  and any applicable  rules
                    thereunder with  respect to the use of  Stock
                    to satisfy such tax withholding obligation.

     18.  Effective  Date   of  Plan.  The  Plan  was  originally
effective  as of June 9, 1987 and this most recent amendment  and
restatement, if approved by the Company's shareholders,  will  be
effective May 8, 2007.

     19.  Code Section 409A.  This Plan is intended to meet or to
be  exempt from the requirements of Section 409A of the Code, and
shall be administered, construed and interpreted in a manner that
is  in  accordance with and in furtherance of such  intent.   Any
provision  of  this Plan that would cause an  Award  to  fail  to
satisfy  Section 409A of the Code or, if applicable, an exemption
from  the  requirements of that Section, shall be amended  (in  a
manner  that  as  closely as practicable  achieves  the  original
intent  of this Plan) to comply with Section 409A of the Code  or
any  such  exemption on a timely basis, which may be  made  on  a
retroactive  basis,  in  accordance with  regulations  and  other
guidance issued under Section 409A of the Code.

     20.  Termination Date of  Plan.  This Plan may be terminated
by  the Board of Directors, in its sole discretion, and no  Award
shall  be  granted pursuant to this Plan after such  termination.
Termination  of  this  Plan shall not affect  any  Award  granted
during the term of this Plan.

                               A-10



                           WERNER ENTERPRISES, INC.
                             Post Office Box 45308
                          Omaha, Nebraska  68145-0308
                            _______________________

                                 FORM OF PROXY
                            _______________________
     This Proxy is solicited on behalf of the Board of Directors for the Annual
Meeting  of  Stockholders  to  be held May 8,  2007.   The  undersigned  hereby
appoints  Clarence L. Werner and Gary L. Werner, and each of  them,  as  proxy,
with  full power of substitution in each of them and hereby authorizes them  to
represent  and  vote, as designated below, all the shares of  Common  Stock  of
Werner  Enterprises, Inc., held of record by the undersigned as  of  March  19,
2007, at the Annual Meeting of Stockholders to be held on May 8, 2007, and  any
adjournments thereof.


1.   Election of Directors.
           (Check only one box below.  To withhold authority for any individual
           nominee, strike through the name of the nominee.)

     [   ]  To vote for the nominees listed below:

               Gerald H. Timmerman
               Kenneth M. Bird

      or

     [   ]  To withhold authority to vote for all nominees listed above.

2.   To adopt an amended and restated Equity Plan.
          (Check only one box below.)

     [   ]  For                   [   ]  Against              [   ]  Abstain

3.   To  approve  the amendment to Article III of the Articles of Incorporation
     with regard to the purpose of the corporation.
          (Check only one box below.)

     [   ]  For                   [   ]  Against              [   ]  Abstain

4.   To approve the amendment to Article  VIII of the Articles of Incorporation
     with regard to the provisions for indemnification.
          (Check only one box below.)

     [   ]  For                   [   ]  Against              [   ]  Abstain

5.   To  approve  the amendment to Article VIII, Section A of the  Articles  of
     Incorporation with regard to limitations on the liability of directors.
          (Check only one box below.)

     [   ]  For                   [   ]  Against              [   ]  Abstain

6.   In  their  discretion,  the proxy is authorized to vote  upon  such  other
     business as may properly come before the meeting.

     This  Proxy, when properly executed, will be voted in the manner  directed
hereon by the undersigned stockholder. If no direction is made, this Proxy will
be  voted  FOR the election of all nominees for director, FOR adoption  of  the
Company's  amended and restated Equity Plan,  FOR approval of the amendment  to
Article III of the Articles of Incorporation, FOR approval of the amendment  to
Article  VIII  of  the  Articles of Incorporation,  and  FOR  approval  of  the
amendment to Article VIII, Section A of the Articles of Incorporation.   Please
sign exactly as your name appears.  When shares are held by joint tenants, both
should sign.  When signing as an attorney, executor, administrator, trustee  or
guardian,  please  give your full title.  If signing as a  corporation,  please
sign  the  full corporate name by the President or another authorized  officer.
If a partnership, please sign in the partnership name by an authorized person.


____________________    _____________   __________________________  ___________
Signature               Date            Signature if held jointly   Date
Please  mark,  sign,  date, and promptly return this form of  proxy  using  the
enclosed self-addressed, postage-paid return envelope.